Larsen & Toubro
Annual Report 2018

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73rd ANNUAL REPORT 2017-2018 Eight Decades of Leading the Change Chairman’s Statement – Annual Report 2017-18 Dear Shareholders Across the last eight decades, L&T has kept pace with technological developments as well as the evolving needs of the nation. Your Company is, in every sense, leading the change. My greetings and good wishes to you on the 80th anniversary of the formation of L&T. The tiny partnership firm set up on May 1, 1938 is now a leading engineering & construction conglomerate, operating at the upper end of the technology spectrum. Across the last eight decades, we have kept pace with technological developments as well as the evolving needs of the nation. Your Company is, in every sense, leading the change. Economic Scenario In the last fiscal, the Indian economy has emerged after grappling boldly with multiple challenges. Structural reforms, by their very nature, are initially disruptive because they unsettle the existing ways of doing business, and can often impact public perceptions negatively. However, their long-term benefits outweigh the early tremors. The GST regime and other reforms such as Insolvency & Bankruptcy Code, Demonetisation and RERA are the building blocks of a healthier, more wholesome economic environment. In addition to the volatility sparked by reform-led change, industry encountered a host of other challenges, viz., muted private sector capex, reduced investment opportunities in Middle East markets and the increasing unpredictability of geo-political developments. 1 On the other hand, some areas of public sector infrastructure capex have seen strong investment momentum and several large investment programs have been initiated. We are also beginning to glimpse the green shoots of private sector capex revival in the industrial space. It is expected that the economic reforms initiated by the Government will expand the tax base, enhance revenues and in turn spur GDP growth and infrastructure allocations. With private sector participation in roads, airports, power, real estate and industrial capex remaining subdued, the needle of increased investment has largely shifted towards the public sector. The Government has also been focusing on development of infrastructure and energy facilities to drive strong, sustainable economic growth. Rural reform is receiving the attention it deserves. Larger allocations towards irrigation, measures to insulate farmers against the vagaries of the monsoon, rural road connectivity, and the proverbial last mile in rural electrification are heartening. Positive markers at the national level include a wider tax base, increased allocation of share of revenues to states, strong Balance Sheets of some PSUs and larger quantum of funding from international development agencies such as JICA and World Bank. All of them have provided a robust financial platform for building infrastructure facilities in the country. On the global front, the signals are mixed. Major governments are being lured into populist measures such as protectionism. Geo-political re-alignments are impacting traditional trade flows and commodity prices and currencies experience never-before volatility. Amid all this, we see encouraging signs of global growth revival. Performance Overview Your Company has turned in a commendable performance on key financial parameters in 2017-18. Even though awarding of infrastructure projects continued to be unpredictable in terms of timelines, we registered a 7% growth in fresh order inflows of R 152,908 crores over inflows in the previous year. The unexecuted Order Book at the end of 2017-18 stands at R 263,107 crores which provides good revenue visibility in 2018-19. While execution was impacted in 2017-18 due to disruptions 2 caused by implementation of GST as well as bottlenecks in some projects due to tardy customer payments, delayed clearances, and land acquisition / right of way issue, your Company clocked revenues of R 119,862 crores. This translates to a growth of 9.5% on a like-to-like basis over the previous year after adjusting for Excise Duties which were subsumed in GST from 1st July 2017 onwards. Profit after Tax recorded an all-time high of R 7,370 crore – representing a 22% increase over PAT of 2016-17. It gives me great pleasure to inform you that the Board of Directors has recommended a Dividend of R 16.00 per share. Corresponding dividend in the previous year was R 14.00 per share. International Business The thrust on international business initiated almost two decades ago has contributed to your Company being recognized as a marquee player in the Middle East in the hydrocarbon and infrastructure sectors. This has ensured that despite fiscal contraction in oil producing countries, we continued to enjoy business traction throughout 2017-18. The recent spurt in oil prices could trigger an increased round of investments in the region, opening possibilities for resurgent growth. In line with our aim of diversifying the spread of our international business beyond the Middle East, we are also actively pursuing opportunities in East and North Africa Region (including Algeria and Egypt) and other ‘near shore’ geographies of East Asia (Bangladesh, Myanmar, Thailand, Vietnam and Sri Lanka). The unexecuted Order Book from international markets stood at R 62,500 crore, which translates to 24% of the total Order Book. Of the total international Order Book, non-GCC business now accounts for 31% of the Book size. Digital Future Leveraging technology across all operations is a prime focus area. While our digitalization journey will extend far into the future, some operational benefits are already visible - better asset utilization, improved labour productivity and sourcing efficiencies though the use of IoT (Internet of Things) and other digital solutions. L&T Infotech and L&T Technology Services are our partners in this initiative, and your Company expects to continue harvesting the wide-ranging benefits of digitalization in the years ahead. Talent Management and Succession Planning Our Human Resources policies and practices centre around moulding our employees into leaders in their areas of work. Your Company’s structured 7-step Leadership Development Programme plays a key role in helping build a robust leadership and succession pipeline. A comprehensive programme for monetary and non-monetary rewards incentivises excellence. While I have handed over the reins of day-to-day operational management to the CEO & MD, I am focusing on business portfolio rationalisation, mentoring the next generation of leaders and expanding the outreach of your Company’s CSR initiatives. Sustainable Development The sustainability of business pivots on the quality of the ecosystem within which it operates. It is therefore a moral imperative for responsible corporates to actively implement measures to improve business performance, reduce social disparities, and mitigate the environmental impact of industrial development. Our sustainability focus is on reduction of our carbon footprint and introduction of green technologies, while improving the lives of the communities around us through health, education, water & sanitation and skill-building initiatives. Total spends on CSR initiatives in 2017-18 by your Company amounted to R 101 crore under eligible items, as defined in the Companies Act. This translates to 2% of the average annual net profits of the Company over the last three years. Outlook India is witnessing the increasing ‘formalisation’ of an economy which for decades had sections operating below the radar. Structural reforms such as Demonetisation, GST and the Insolvency & Bankruptcy Code have resulted in a larger pool of assessees and growth in the volume of tax collection. The increase in tax revenues should enable the Government to invest in essential infrastructure on a sustained basis. While international business opportunities continue to remain reasonably healthy, 2018-19 is also expected to witness strong domestic growth, aided by supportive fiscal policies and the focused development agenda being adopted by the Government. Business prospects in different sectors provide a large canvas of opportunity which could be tapped in 2018-19. Segments which hold promise in the current year include: 1) Infrastructure a) Roads – The Government has committed sizeable budgetary allocation to augmenting road infrastructure. We expect this momentum to continue, aided by increased investments in expressway programs. b) Railways – A thrust on railway electrification and track augmentation is paving the way for increased opportunities in your Company’s railways business. We are geared to tap these prospects as they develop. c) Metro Rail – We have been participating in Metro Rail programs in multiple cities in India and in two projects in the Middle East. The investment flow continues to gather pace as more cities adopt mass rapid transit as an effective and eco-friendly solution to urban traffic congestion. Continued growth is expected in this business segment. d) Urban Infrastructure – Your Company is a leader in providing building solutions across the urban spectrum - residential real estate, commercial buildings, affordable housing, hospitals, educational institutions, hotels and convention centres. While residential buildings have seen a lull over the last few years, other prospects in this vertical continue to hold promise. The new frontier in urban infrastructure is Smart Cities. A growing number of cities are adopting elements of smart city infrastructure such as intelligent traffic management and surveillance systems, smart electric grids & lighting, fibre optic cabling and transport & logistics systems. Your Company has the unique advantage of in-house domain expertise to provide end-to-end offerings to customers. This enables us to play the role of a Master System Integrator for the Smart Cities of the future. 3 e) Water Infrastructure – The water sector has seen sub-optimal investment levels in the past. This could change for the better, thanks to the growing realization that ground water is being overexploited and that better irrigation facilities are essential to provide a sustainable livelihood for our farmers. Your Company’s diverse range of offerings in the water sector will benefit from the Government’s programmes to clean the country’s major rivers as well as from bulk transmission and water treatment for municipalities, sewage & effluent treatment plants, lift irrigation and inland waterways infrastructure. 2) Thermal Power Generation – A slowdown in the thermal power generation sector across the last few years has led to aggressive bidding, as competitors vie for the limited opportunities on offer. Your Company looks forward to prospects aggregating 6 GW which are likely to be awarded in the current year, and these constitute targeted business. We have successfully constructed gas-fired power plants in Bangladesh and will continue to tap similar prospects likely to come up in the neighbouring country in the current year. We also continue to engage with our joint venture partners for increased international business in our efforts to increase manufacturing capacity utilisation. 3) Power Transmission & Distribution (PT&D) – We have built strong business foundations in the PT&D space in India and the Middle East. Inroads have also been made into parts of East Africa, Algeria and Egypt. This is in line with our objective of creating an international PT&D business covering dispersed geographies. On the domestic front, the thrust by the Government on strengthening power grids through Central and State utilities, as well as intensive electrification of rural households is expected to yield good business in the current year. We also continue to see good traction in international business prospects. 4) Hydrocarbon – Oil prices are rebounding from their historic low points. This will brighten prospects for your Company’s hydrocarbon business in the Middle East region which had seen contraction of spends over the last two years. We have adopted a policy of judicious bidding for projects with selected customers in the GCC region. Projects are selected based on a strong customer connect and the predictable prospects of streamlined execution. 4 Countries being targeted include Saudi Arabia, UAE, Kuwait, Oman, Algeria and a few in East Asia. On the domestic front, prospects in offshore production, onshore refinery capex, fertiliser plants and pipeline projects are a cause for cheer. The Company has built up a good order book and possesses proven capabilities to harness upcoming prospects. 5) Heavy Engineering – The Heavy Engineering business faced hurdles over the last few years due to shrinking global spends on hydrocarbon equipment compounded by the slow pace of revival of the nuclear power industry. Prospects for the current year are reasonably strong with some signs of a higher level of ordering for hydrocarbon equipment. The Nuclear Power Corporation of India Ltd. has also progressed in its plan to build ten new nuclear power plants using its 700 MW indigenous design. The commencement of awarding orders for equipment is encouraging news for the Heavy Engineering business. 6) Electrical & Automation (E&A) – The Electrical & Automation business continued to record stable operational indicators in 2017-18. It remains a market leader in many segments within its wide range of low voltage switchgear. The range includes Air Circuit Breakers, Moulded Case Circuit Breakers, Switch Disconnector Fuses and other electric protection devices for application in industry, agriculture and segments such as buildings. Its expanding product spectrum covers building automation systems including smart meters and energy management systems, and a range of customised energy distribution solutions. Business opportunities for the current year are positive, and likely to stimulate growth. In line with its strategic plan to exit non-core businesses, your Company signed an agreement with Schneider Electric to divest this business, subject to regulatory approvals. We envisage that these approvals could be forthcoming in timelines in excess of a year. 7) Realty – This sector has been impacted by Demonetisation, RERA and the increased financialization of savings where individuals shift their investments from real estate or gold to financial assets. While the industry continues to be weighed down by excess inventory and low absorption rates, business is gradually improving and we expect 2018-19 to be better than the last two years in terms of order inflows and offtake. Your Company intends to continue with monetisation of its properties in Mumbai, Bangalore and Chennai, subject to Government approvals. 8) Information Technology and Technology Services (IT and TS) – After listing of L&T Infotech Ltd (LTI) and L&T Technology Services (LTTS) in mid-2016-17, the businesses have recorded above average growth while maintaining margins and returns on capital. Markets have responded positively, and have rewarded the IPO shareholders through capital appreciation. At the heart of the success of both these subsidiaries is the customer-focused lineage of Larsen & Toubro. While drawing extensively on the domain knowledge and operational expertise of their parent company, they have also leveraged its international client base which includes global majors. The focus of the businesses is on increased digital offerings, with special emphasis on client mining, talent management, enhanced utilisation of resources and superior service offering. These listed subsidiaries are well equipped to address and overcome global challenges including increasing protectionist policies while maintaining healthy shareholder returns. 9) Financial Services – This business, which was listed in 2011, continues to perform well, and had a loan book of R 83,654 crore at the end of 2017-18, representing a strong Year-on-Year growth of 26%. Its growth momentum continues in both lending and investment management where the average AUM has risen to R 66,000 crore in 2017-18. Digital and data analytics have facilitated operations even as growth in focused businesses, asset quality, fee income and operational excellence measures are enabling the business to increase returns on capital. Equity capital was raised in end-2017-18, and your Company subscribed to the equity issue in order to maintain its equity stakes since it believes that growth capital infusion will be return accretive. 10) Development Projects – Your Company owns a portfolio of concession assets comprising roads, a transmission line, power generation, a container port and a metro rail. The metro rail project and some hydel plant projects are currently under construction. In the current year, we have divested five road concessions to an Investment Trust, and will continue to evaluate options for monetisation of value created in the remaining concession assets. Strategic Plan Your Company formulated its 5-year strategic plan – LAKSHYA - spanning the years from 2016-17 to 2020-21 (both years inclusive), and has largely been on track in execution of this plan. The overarching goal is to enhance Return on Equity (RoE). Levers to achieve this include maintaining steady growth in revenues with improvement in margins, control on working capital, divestment of non-core businesses, endeavouring to turn around under-utilised facilities, minimising capital expenditure, avoiding investment in long gestation or asset heavy businesses and higher pay-outs to shareholders. Both 2016-17 and 2017-18 have shown that our efforts are yielding positive results. Your Company is confident of continuing its RoE enhancement journey during the current year as well. I would like to conclude by thanking Team L&T as well as our customers, vendors and other stakeholders who have made it possible for your Company to maintain its trajectory of growth during a challenging phase of the Indian economy. I also wish to thank my fellow Board members for their invaluable support. Thank You. A. M. Naik Group Chairman 5 Contents Company Information 7 Organisation Structure 8-9 Leadership Team 10 L&T Nationwide Network & Global Presence 12-13 Corporate Social Responsibility 14-18 Annual Business Responsibility Report (ABRR) 2017-18 19-38 Standalone Financials - 10 Year Highlights 40 Consolidated Financials - 10 Year Highlights 41 Graphs 42-43 Route Map to the AGM Venue 44 AGM Notice 45-52 Directors’ Report 53-146 Management Discussion & Analysis 148-234 Auditors’ Report 235-241 Balance Sheet 242-243 Statement of Profit and Loss 244-245 Statement of Changes in Equity 246 Cash Flow Statement 247-248 Notes Forming Part of the Financial Statements 249-345 Auditors’ Report on Consolidated Financial Statements 347-351 Consolidated Balance Sheet 352-353 Consolidated Statement of Profit and Loss 354-355 Consolidated Statement of Changes in Equity 356-357 Consolidated Cash Flow Statement 358-359 Notes Forming Part of the Consolidated Financial Statements 360-462 Information Regarding Subsidiary Companies 463-472 Proxy Form 473-474 SEBI Notification-Amendment to Regulation 40 of SEBI LODR Regulations 2015 475 Circular for PAN & Bank Details updation 477-478 Shareholder’s Satisfaction Survey Form – 2018 479-480 6 Company information Board of Directors MR. A. M. NAIK Group Chairman MR. ADIL SIRAJ ZAINULBHAI Independent Director MR. S. N. SUBRAHMANYAN Chief Executive Officer and Managing Director MR. AKHILESH KRISHNA GUPTA Independent Director MR. R. SHANKAR RAMAN Whole-time Director & Chief Financial Officer MRS. SUNITA SHARMA Nominee of Life Insurance Corporation of India MR. SHAILENDRA NARAIN ROY Whole-time Director & Sr. Executive Vice President (Power, Heavy Engg. & Nuclear) MR. THOMAS MATHEW T. Independent Director MR. D. K. SEN Whole-time Director & Sr. Executive Vice President (Infrastructure) MR. M. V. SATISH Whole-time Director & Sr. Executive Vice President (Buildings, Minerals and Metals) MR. AJAY SHANKAR Independent Director MR. SUBRAMANIAN SARMA Non-Executive Director MRS. NAINA LAL KIDWAI Independent Director MR. JAYANT DAMODAR PATIL Whole-Time Director & Sr. Executive Vice President (Defence Business) MR. SANJEEV AGA Independent Director MR. NARAYANAN KUMAR Independent Director MR. ARVIND GUPTA Nominee of SUUTI MR. HEMANT BHARGAVA Nominee of Life Insurance Corporation of India MR. M. M. CHITALE Independent Director MR. SUBODH BHARGAVA Independent Director MR. M. DAMODARAN Independent Director MR. VIKRAM SINGH MEHTA Independent Director Company Secretary Mr. N. Hariharan Registered Office L&T House, Ballard Estate, Mumbai - 400 001 Auditors M/s.Deloitte Haskins & Sells LLP Registrar & Share Transfer Agents Karvy Computershare Private Limited 73rd Annual General Meeting at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai - 400 020. on Thursday, 23rd August, 2018 at 3.00 p.m. 7 8 9 Leadership Team A. M. Naik Group Chairman S. N. Subrahmanyan CEO & Managing Director R. Shankar Raman Whole-time Director & Chief Financial Officer Subramanian Sarma Non-Executive Director, L&T CEO & Managing Director (L&T Hydrocarbon Engineering) S. N. Roy Whole-time Director & Sr. Executive Vice President (Power, Heavy Engineering & Nuclear) D. K. Sen Whole-time Director & Sr. Executive Vice President (Infrastructure) M. V. Satish Whole-time Director & Sr. Executive Vice President (Buildings, Minerals & Metals) J. D. Patil Whole-time Director & Sr. Executive Vice President (Defence) 10 As on 5th July, 2018 Hasit Joshipura Sr. Vice President & Head Electrical & Automation www.Larsentoubro.com Game changers don’t dream of change. They engineer it. 8 1 0 2 7 0 / D R P C M B C T L / At Larsen & Toubro, we know what it take to change the game. We draw on our rich engineering heritage. We cultivate the fi nest minds. And we partner nations, to build a newer, brighter future for all. Over 80 years of engineering excellence Smart Cities | Construction | Infrastructure | Defence & Aerospace Special Steels & Forgings | EPC for Steel and Power Plants | Equipment for Oil & Gas Technology, IT and Financial Services | Realty For more information about L&T’s capabilities, please email: infodesk@Larsentoubro.com Regd. Offi ce: Larsen & Toubro Limited, L&T House, N. M. Marg Ballard Estate, Mumbai - 400 001, INDIA CIN: L99999MH1946PLC004768 Nationwide Network Chandigarh Rajpura New Delhi Faridabad Jaipur Udaipur Ahmedabad Vadodara Bhopal Pithampur Lucknow Guwahati Varanasi Durgapur Ranchi Jamshedpur Serampore Kolkata Hazira Nagpur Raipur Rourkela Cuttack Bhubaneswar Mumbai Panvel Lonavala Ahmednagar Talegaon Pune Hyderabad Vijayawada Pulicat Kattupalli Chennai Kancheepuram Puducherry Bengaluru Mysore Coimbatore Kochi Registered Office Campus+ Power Plant Shipyards Offices Knowledge City Leadership Development Academy Construction Skills Training Institutes* + ‘Campus’ denotes facilities for design and manufacture * Part of L&T’s Corporate Social Initiatives i . a d n I f o p a m l a c i t i l o p e h t e b o t t r o p r u p t o n s e o d n o i t a t n e s r p e r l a i r o t c i p s i h T 12 12 Global Presence i . e d w d l r o w s t e k r a m n i e c n e s e r p s ’ T & L f o e v i t a t n e s e r p e r y l d a o r b s i p a M : e t o N s t c e o r P j n o i t c u r t s n o C & g n i r e e n g n E i y l p p u S t n e m p u q E & i t c u d o r P s e i t i l i c a F n o i t a c i r b a F / g n i r u t c a f u n a M s t n e g A s e c fi f O . ’ k r o w t e N e d w n o i t a N i ‘ o t r e f e r l e s a e p , a d n i I i n h t i w s t n e m h s i l b a t s e f o s l i a t e d r o F 13 13 Corporate Social Responsibility Contributing towards Social Development and Growth L&T is an engineering and construction conglomerate with a concern for the community. Building on many decades of social responsibility activities, the company contributes to inclusive growth by empowering communities and accelerating development through interventions in water & sanitation, health, education and skill development. L&T- eering, a structured volunteering programme, inspires and empowers employee volunteers or L&T-eers to contribute their time to community development programmes supported by the Company, thereby enhancing social impact even further. The employees’ wives and female employees power the Prayas Trust, driving CSR initiatives in their own capacity and reaching out to remote communities. Even before the CSR section was introduced in the Companies Act 2013, L&T had been interacting with the community around L&T facilities and providing health, education and skills development services to those who needed it most. In 2014 we consolidated our CSR programmes with a focus on certain development areas that align with the national development agenda and the global sustainable development goals. Through the CSR theme ‘Building India’s Social Infrastructure’ we are pleased to contribute to the social change in India. Here is a snapshot of our CSR interventions across four key thrust areas. Water & Sanitation - meeting the bare necessities The Integrated Community Development Program of L&T started in 2014-15, focused on making water – the very ‘necessity of life’ – available to four water stressed districts in Rajasthan, Maharashtra and Tamil Nadu, covering 11006 households across an area of 9337 hectares. With an agenda focused on community empowerment through Integrated Community Development, we have ensured water availability for drinking, sanitation and agriculture Interventions • The water and soil conservation structures like check dams, anicuts, contour trenches, farm bunds and farm ponds constructed with the participation and contribution of the community, helped in increasing the water level in the water bodies in these villages and retain soil moisture. Water conservation structures built to meet domestic needs, Chettipalayam, Tamil Nadu. 14 • The community groups like Village Development Committees (VDCs) with 50 per cent participation from women and Self Help Groups (SHGs) were created. They assumed the responsibility to maintain the structures created through the project • Farmers were trained in agricultural practices with optimal use of water and use of zero budget natural fertilisers to retain the fertility of the land. The community members also devised methods that improve the arability of land. Sanitation drives The Swachha Bharat Program of GOI, gave the necessary impetus to initiate the sanitation drive in villages. L&T trained local youth in masonry skills and used local materials to achieve the following: • Construction of over than 970 well-designed toilet-cum -bathrooms • Community-based monitoring committees to deter open defecation • L&T received ISC-FICCI sanitation award for Best Corporate Initiative in Sanitation this year. Impact • Access to water for drinking, sanitation, irrigation, cultivation of fodder and extra crops • Two revenue villages and 13 hamlets are open defecation free, benefitting 1100 households • Improved economies, for 11000 households, raising the aspirations of the people. • Chettipalayam watershed project, South Coimbatore, enabled water holding of 47 lakh litres in one year and made 18 hectares of barren land cultivable Education - the mainstay of progress We commit ourselves to make quality education accessible to each and every child by introducing relevant curriculum, improving teaching methods and ensuring parent and community participation in creating learning environment. Interventions Basic Infrastructural support includes construction or repair of the classrooms, toilet blocks and water stations for basic hygiene facilities, midday meal kitchens and sports ground. Educational support: Supplies such as uniforms, textbooks, notebooks and sports kits are provided to under privileged students in government and unaided low-income schools in rural and tribal villages. Balwadi program: L&T strengthens early childhood development program by improving the quality of balwadis and anganwadis in urban slums and rural areas, ensuring entry into the mainstream education system and improved enrolment in the primary schools. • Supplementary food is provided in tribal balwadis. • Toy vans visiting anganwadis provide necessary childhood development activities • Training of Trainers for Balwadi teachers for capacity building. Field Bund at Okkipalayam, Tamilnadu Toilet Blocks at Lasadiya, Bhim, Rajasthan 15 Afterschool community study centres offer supplementary education and reach out to the first- generation learners and children from weaker sections. • Efforts are directed towards designing a curriculum for easy learning that is aligned with the school curriculum. Focus on Science Innovation and Technology: • L&T has supported Government initiatives and sponsored Mini Science Centres in rural schools, simplifying complex scientific concepts • A Science on Wheels program reaches out to 3293 children in 17 schools, encouraging students to develop interest in science and technology-related subjects. • To facilitate the access of e-learning technology to rural and tribal students, L&T has provided computer labs and digital classrooms in several rural schools. Capacity building: Teacher Training Programmes are conducted to enhance the quality of education being imparted to students studying in Government schools and low-income trust run schools. Overall development of children: • Children are also given inputs on life-skills and extra-curricular activities such as dance, music and drawing. • Educational and recreational outings are organised • Specialised health camps are organised for children for eye check-up, early detection and treatment of anaemia, malnutrition and other childhood diseases. • Education sessions on health and hygiene with children and adolescents are conducted for preventive care and for promoting healthy sanitation practices. Creating learning environment: The community level School Management Committee (SMC) and parents are invited for a dialogue to encourage students to continue their education, as well as for sustaining L&T’s efforts in future. Impact • 250 schools gained better facilities that increased enrolment and retention of students. • 1,56,168 students covered through our education projects this year. Health - the wellspring of joy L&T’s CSR programme in the health sector aims at making quality healthcare services accessible and affordable without anyone having to face financial hardship. L&T focuses on strengthening the Government’s health programmes like family welfare, mother and child health, HIV-AIDS, Tuberculosis, Blindness control, Diabetes detection and treatment and reproductive health services. It also provides services related to lifestyle diseases like hypertension and cardiac problems. Jai Ramakrishna Institution English Medium School, Navagam, Gujarat, supported by L&T 16 Interventions Health Centres: A team around ninety well-qualified medical rehabilitation consultants and 12 professionally- staffed, well-equipped multi-speciality centres provide the following services: HIV and AIDS Management Programme: L&T’s state-of-the-art Anti-Retroviral Treatment (ART) centre provides diagnostic, medical and counselling services in association with National AIDS Control Organisation (NACO). Physical health: Health Centre offers tertiary health services including Family Planning surgeries, Day Care General Surgeries, Endoscopy Procedures and Dental Procedures. It also provides eye checks, mother and child health care, physiotherapy and occupational therapy, infertility treatment, hearing-speech services and a skin clinic focusing on leprosy treatment and communicable diseases. Psychological health: Psychiatric OPDs and family counselling services address mental health and stress related issues, while a Child Guidance Clinic helps younger members of the community. Health Camps: • Mobile health vans visit the communities around the centre. • Specialised health camps covering Eye care, dental, Paediatric and Gynaecological care. TB related services: Comprehensive TB related treatment in Mumbai including individualised treatment OPD, check-up, diagnostics, medicines and nutrition, support, home visits and counselling. L&T runs an exclusive TB clinic in Koldongri, in the suburbs of Mumbai, in partnership with the Municipal Corporation of Greater Mumbai (MCGM) providing CAT I, II and IV treatment to the patients, with a cure rate of 85-90%. Dialysis centres: 2384 dialysis sessions have been conducted at the L&T-run kidney dialysis centre at Thane. Cancer detection camps: Targeted at women, L&T promotes preventive education and early diagnosis of cervical and breast cancer through cancer detection camps. • Specialised health promotion programme with focus on hygiene, reproductive health and family life education Impact 350076 Lives touched through various health services for children and adolescents in Government remand and corrective homes and homes for neglected children L&T T. B. Clinic, koldongri-Andheri, Mumbai 17 2000 women become self-reliant! The objective of the programme run by L&T Kolkata, was to empower women in the slums of Kolkata and neighbouring villages, by providing them with alternative paid employment by manufacturing products for the local and overseas markets, and to improve the status of women and girls in the society. More than 2000 women are engaged in small enterprise such as tailoring of garments, beauty culture, home furnishing, spices, jam, pickle, crochet, weaving, knitting, block printing and Kantha stitch, etc. This programme is not only empowering the women economically but also helping instil self-confidence. Their monthly average income is between R 5000 and R 8000. Skill Development - creating a world of possibilities Skill development has emerged as a key strategy to realize the potential of demographic advantage of having the youngest workforce with an average age of 29 years in India. L&T’s skill building initiative aims to create human resources for improving the country’s competitiveness and growth, especially in the field of Construction skills by training the youth. Interventions Construction Skills Training Institutes (CSTIs): L&T runs 9 CSTIs in 9 states, providing. free training in construction skills for the large unorganised workforce in the sector, making them employable. Employable skills training for women: At many L&T sites, local women, young girls and physically-challenged persons are trained in various employable skills as per their interests and aptitude. The courses include Tailoring, Embroidery, Beautician Course, Food Processing, Home Management, Computer Skills, Basic Education and Basic Health. Impact: • 7365 youth completed various courses at CSTIs this year • 15338 people have been trained in employable vocational skills this year. Solar Photo Voltage Technician training at Pilkhuwa CSTI, Uttar Pradesh CSTI-trained Electrician working at Dindigul project 18 ANNUAL BUSINESS RESPONSIBILITY REPORT 2017-18 Larsen & Toubro believes that sound sustainability practices are important for retaining and enhancing investors’ and stakeholders’ trust in the organization. L&T always ensures that natural resources utilized by the Company are managed in an efficient way, and maintains a good relationship with the communities around its facilities. As a part of its Sustainability Roadmap 2021, L&T has embraced a digital culture to improve its triple bottom-line performance. In accordance with regulations 34(2) (f) of the Securities Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations 2015, this Business Responsibility Report (BRR) has been prepared and is in alignment with the National Voluntary Guidelines on Social, Environmental & Economic Responsibilities of Business (NVG - SEE) released by Ministry of Corporate Affairs, Government of India. This BRR provides an overview of the activities carried out by L&T against the nine principles outlined in the NVG. After 10 years of Sustainability Reporting in the public domain, disclosures on sustainability parameters will now be made in the form of an Integrated Report (. The IR will be in accordance with the Global Reporting Initiative (GRI) Standard ‘Comprehensive’ option. It will cover the environment, economic and social performance of the Company and will be externally assured. The Sustainability Reports are accessible at www.Lntsustainability.com SECTION A: GENERAL INFORMATION ABOUT THE COMPANY 1. Corporate Identity Number (CIN) of the Company: L99999MH1946PLC004768 2. Name of the Company: Larsen & Toubro Limited 3. Registered address: L&T House, Ballard Estate, Mumbai, 400 001, India 4. Website: www.Larsentoubro.com 5. E-mail id: sustainability-ehs@Larsentoubro.com 6. Financial Year reported: 1st April 2017 - 31st March 2018 7. Sector(s) that the Company is engaged in (industrial activity code-wise): Group Class Sub-Class Description 271 2710 282 2824 28246 30112 30114 Manufacture of electric motors, generators, transformers and electricity distribution and control apparatus Manufacture of parts and accessories for machinery / equipment used by construction and mining industries. Building of warships and scientific investigation ships, etc. Construction of floating or submersible drilling platforms. 410 421 421 422 465 681 252 711 4100 41001 Construction of buildings carried out on own-account basis or on a fee or contract basis. 4210 42101 42102 Construction and maintenance of motorways, streets, roads, other vehicular and pedestrian ways, highways, bridges, tunnels and subways. Construction and maintenance of railways and rail-bridges. 4210 42103 Construction and maintenance of airfield runways 4220 42201 Construction and maintenance of power plants 42202 42901 Construction / erection and maintenance of power, telecommunication and transmission lines. Construction and maintenance of industrial facilities such as refineries, chemical plants, etc. 4659 46594 Wholesale construction and civil engineering machinery and equipment. 6810 68100 Real estate activities with own or leased property. 2520 Manufacture of weapons and ammunition 7110 71100 Architectural and engineering activities and related technical consultancy. 19 8. List three key products/services that the Company manufactures/provides (as in The Balance Sheet) 1. Construction and project related activity. 2. Manufacturing and trading activity. 3. Engineering services. 9. Total number of locations where business activity is undertaken by the Company i. Number of International Locations : 35 ii. Number of National Locations : 100 10. Markets served by the Company – Local/State/National/International/: All SECTION B: FINANCIAL DETAILS OF THE COMPANY 1. Paid up Capital (INR): R 280.27 crore 2. Total Turnover (INR): R 74611.65 crore 3. Total profit after taxes (INR): R 5387.30 crore 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of Profit After Tax (%): 1.87% As per the Section 135 of The Companies Act 2013, the CSR spend is 2.07% of average Net Profit of the previous three financial years 5. List of activities in which expenditure in 4 above has been incurred: Our focus areas in Corporate Social Responsibility are as follows: i. Health ii. Education iii. Water & Sanitation iv. Skill Building SECTION C: OTHER DETAILS 1. Does the Company have any Subsidiary Company / Companies? Yes 2. Do the Subsidiary Company / Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s): Yes. The Business Responsibility (BR) initiatives of the Company are extended to the Subsidiary/Associate Companies and they are also encouraged to participate in BR Initiatives of the parent organization. In addition, companies like L&T Finance Holdings, Larsen & Toubro Infotech, L&T Technology Services (listed entities) will have their separate BR Report (BRR) as a part of their Annual Reports. L&T Hydrocarbon Engineering and other subsidiary companies participate in our BR initiatives. 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with; participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]: Yes. The suppliers are critical to the organization’s operation and supply chain sustainability issues can impact its operations. The Company promotes BR initiatives in its value chain. At present, less than 30% of its suppliers/distributors participate in BR initiatives. 20 SECTION D: BR INFORMATION 1. Details of Director/Directors responsible for BR a) Details of the Director/Director responsible for implementation of the BR policy/policies • DIN Number: 00274288 • Name: Dr. Hasit Joshipura • Designation: Member - Executive Committee, Senior Vice President & Head - Electrical & Automation (Formerly Head - Corporate Centre) b) Details of the BR head S. No Particulars 1 2 3 4 5 DIN Number (If applicable) Name Designation Telephone Number Email ID Details Not Applicable Major General Gautam Kar (Retd.) Head Corporate Infrastructure & Administrative Services +91-22-67052447 Sustainability-ehs@Larsentoubro.com 2a. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N) Name of principles: P1 – Businesses should conduct and govern themselves with Ethics, Transparency and Accountability P2 – Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle P3 – Businesses should promote the well-being of all employees P4 – Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized P5 – Businesses should respect and promote human rights P6 – Businesses should respect, protect, and make efforts to restore the environment P7 – Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner P8 – Businesses should support inclusive growth and equitable development P9 – Businesses should engage with and provide value to their customers and consumers in a responsible manner S. No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1 2 3 Do you have a policy/policies for Has the policy being formulated in consultation with the relevant stake- holders? Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Does the policy conform to any na- tional /international standards? If yes, specify? (50 words) Yes. The policies are aligned with the principles of NVG guidelines and conform to international standards of ISO 9001, ISO 14001, OHSAS 18001 and ILO principles. 21 S. No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 Y Y Y Y Y Y Y Y Y 4. Has the policy being approved by the Board? Yes. If yes, has it been signed by MD/own- er/CEO/appropriate Board Director? Signed by the Group Chairman 5. Does the company have a specified Y Y Y Y Y Y Y Y Y committee of the Board/ Director/Of- ficial to oversee the implementation of the policy? Yes. Indicate the link for the policy to be www.Lntsustainability.com viewed online? Has the policy been formally commu- nicated to all relevant internal and external stakeholders? Does the company have in-house structure to implement the policy/ policies? Does the Company have a grievance Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 6 7 8 9 redressal mechanism related to the Y Y Y Y Y Y Y Y Y policy/policies to address stakehold- ers’ grievances related to the policy/ policies? 10 Has the company carried out in- dependent audit/evaluation of the Y Y Y Y Y Y Y Y Y working of this policy by an internal or external agency? 22 2b. If answer to S. No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options) Not Applicable S. No Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 1 2. The company has not understood the Not Applicable Principles The company is not at a stage where it finds itself in a position to formu- Not Applicable late and implement the policies on specified principles 3. The company does not have financial Not Applicable or manpower resources available for the task 4. 5. 6. It is planned to be done within next Not Applicable 6 months It is planned to be done within the Not Applicable next 1 year Any other reason (please specify) Not Applicable 3. Governance related to BR (a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year Annually (b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Yes, the Company has been publishing its Sustainability Report annually as per the Global Reporting Initiative (GRI) framework since 2008. The sustainability reports are externally assured. We are following GRI Standard and 2017 report was ‘In Accordance – Comprehensive’ report. The reports can be accessed at www.Lntsustainability.com and sustainabilityreport.Larsentoubro.com 23 SECTION E PRINCIPLE 1: BUSINESSES SHOULD CONDUCT AND GOVERN THEMSELVES WITH ETHICS, TRANSPARENCY AND ACCOUNTABILITY L&T’s rich legacy of a transparent and just governance system, disclosure practices and integrity are the bedrock of the Company’s business philosophy. Larsen & Toubro is a professionally managed Indian multinational with a focus on enhancing stakeholder’s value through committed customer satisfaction. The vision and corporate polices of the company are extended to all subsidiaries and associate companies. L&T has adopted the Code of Conduct (CoC) for employees, including board members, to remain consistently vigilant and ensure ethical conduct of its operations. All employees are required to comply with the CoC and are required to provide an annual declaration of their adherence to it. This enhances the understanding of CoC amongst employees as well as infuses in them a sense of ownership for their actions. Employees and relevant stakeholders are trained and otherwise made aware of the CoC as well as amendments to it. The CEO & MD makes an annual declaration to the shareholders regarding the senior management’s compliance with the CoC. It is available on the Company’s website – www.Larsentoubro.com. All new joinees are made aware of the CoC as a part of their induction program. An online mode is also available on L&T’s ‘Any Time Learning’ application. The key aspects of the CoC are covered in L&T’s HR orientation training modules – SWAGAT and PRAYAG for Graduate Engineer Trainee (GETs) / Post Graduate Engineer Trainee (PGET). An Apex Committee is responsible for ensuring implementation of the CoC across the Company. The Committee handles non-compliance instances as well as guides the unit-level CoC committee. The Apex committee also acts, interacts and coordinates with the Executive Committee (E Com) on all issues pertaining to the CoC. The Apex Committee comprises a minimum of five senior members. The Compliance Officer also acts as the Ex-Officio of the Apex Committee. 24 Codified policies publicly affirm the organisation’s commitment, govern actions and provide clarity of direction The unit-level CoC Committee comprises four members from HR, Operations and Accounts, and is supervised by the Unit Head. This Committee meets at least once a quarter. The role of the Unit Committee is to create awareness amongst employees, motivate them to adhere to the CoC, monitor the compliance, investigate instances of non-compliance and report to the Apex body. Good corporate governance practices are imbibed by the employees and have become a way of life. It ultimately enhances the brand value of Larsen & Toubro. A vigilance mechanism is in place for directors and employees to report their concerns about actual or suspected fraud, unethical behaviour or violation of the Company’s CoC. This is ensured through the Whistle-Blower policy – an effective tool available for employees to report, without fear, instances related to non-compliance, any wrong practice, unethical behaviour or improper practice which may have an adverse impact on the Company or cause financial loss to the Company. The Whistle-Blower Investigation Committee and the management maintain anonymity of the whistle-blower at all times. During 2017-18, a total of 32 complaints were received, 75% of these were investigated and dealt with in accordance with the Company’s protocol and 25% are under review. Details relating to stakeholder complaints are included in the Director’s Report Section of this Annual Report. There is a Combined CoC for suppliers which covers specific aspects of environmental management and compliance, labour practices, human rights, freedom of association and collective bargaining, prohibition of child labour, prohibition of forced and compulsory labour, impact on society, ethics, transparency and business processes. Every new supplier / vendor must sign this CoC before doing any business with L&T. Since 2016, more than 18,000 suppliers have signed this Combined CoC. Capacity-building programmes for vendors and sub- contractors are conducted by the company and the programme provides training on EHS, business process improvement and sustainability. The Company also ensures compliance by its vendors and contractors through periodical assessment, quality inspection and EHS audits. PRINCIPLE 2: BUSINESSES SHOULD PROVIDE GOODS AND SERVICES THAT ARE SAFE AND CONTRIBUTE TO SUSTAINABILITY THROUGHOUT THEIR LIFE-CYCLE L&T ensures that environment, health and safety aspects are taken into consideration at the design stage itself, while manufacturing products or providing services to customers. It is our endeavour to provide safe and sustainable goods and services to our clients. Our business portfolio consists of infrastructure, energy (oil & gas / power), defence, heavy engineering, electrical & automation products, hydrocarbon projects, IT, technological services and financial services. Sustainability aspects, including lower emissions and resource conservation, are integrated into our engineering and design. The Company also provides training to customers and customers’ personnel in the safe use and handling of products. L&T offers conservation-based products and projects, such as Green Buildings, wastewater treatment and recycling plants and solar-PV-based power plants. These help our clients prevent pollution and conserve resources. At our own campuses, we have 17 certified Green buildings including one green factory. Our 24 campuses have adopted the zero-wastewater discharge approach and continue to ensure water positive status. Energy efficiency programs and climate change mitigation From world-class airports to metro systems, L&T’s sustainable infrastructure helps people travel with ease 25 25 measures are extensively implemented across L&T, contributing towards greener campuses and project sites. Renewable energy is harnessed at campuses and project sites as well. Our green product and services portfolio consists of metro rail projects, efficient power transmission and distribution systems, small hydro-electric power stations, solar-PV-based power plants, green buildings, energy efficient equipment (power management systems, AC drives, smart metering), water treatment & distribution infrastructure, supercritical and ultra-supercritical thermal power plants and equipment and coal gasifiers. Our green portfolio is focused on minimising environmental impact, e.g. reduced water consumption, carbon emissions and material consumption and reduced waste-generation. These help our clients to move on the low-carbon economy path. The Company extensively participates in the ‘Make in India’ programme and promotes local sourcing of products and services. The transportation of material at the project sites is optimized based on the project execution stage. Many of our infrastructure projects are at remote locations, and therefore goods and services are procured from local producers and surrounding areas as far as possible. L&T has adopted the 3R (Reduce, Recycle & Recover) principle for material conservation. Material recycling and use of alternative material (in place of natural material) is extensively practiced by our infrastructure business. The Sustainability Roadmap 2021 targets increasing recycling / use of recycled material by 5%. Fly ash substitutes cement, crushed sand is used in place of natural sand, and blast furnace slag is used. These are some of the conservation methods extensively practiced at project sites. However, since most of our products are ‘engineered to order’ and based on customer-specific requirement, the use of recycled material for products is limited. PRINCIPLE 3: BUSINESS SHOULD PROMOTE WELL-BEING OF EMPLOYEES The Company’s growth truly depends upon the growth of employees within the organization. The commitment of employees, their enthusiasm and dedication helps L&T to become a truly global conglomerate. The Company nurtures its talent through its leadership program, training, motivation and rewarding performance. The Corporate Human Resources Policy has set up a strong framework for workforce management. Fostering a culture of caring and trust are other corporate policies like the Environment, Health & Safety (EHS) Policy, Whistle-Blower policy, Protection of Women’s Rights at Workplace and the CoC. L&T does not discriminate against employees based on caste, religion, region, gender or physical disability and merit of candidates is always accorded top priority for selection and promotion. L&T adheres to be UNGC (United Nation Global Compact) principles which includes Human Rights clauses. These causes are part of our contracts with suppliers, partners, NGOs and extended across our supply chain. A training programme in progress at L&T’s Project Management Institute at Vadodara 26 26 The Company recognizes the employees’ right to form unions and associations affiliated with trade unions at it manufacturing campuses 6.78% of permanent employees are covered under the unionized employee category. L&T has provided direct employment to 104 Persons With Disabilities (PWDs) and the supply chain has employed 43 Persons With Disabilities. In 2017-18, no complaint was registered in respect of child labour, forced / involuntary labour or about sexual harassment at the workplace. Total Workforce L&T employees Refer “Standalone financials – 10- year Highlights” section of Annual Report 2248 264,589 Number of permanent women employees Average number of contract workmen Training and skill-building are the pillars which support L&T’s skill development agenda. Regular training and exposure to the challenges of the future are vital parts of an employee’s career progress. L&T trains employees in new skills in emerging fields in addition to continual training on functional and behavioural areas. Employees are given opportunities for higher education through sponsorship in reputed colleges and by way of corporate tie-ups. Aerial view of L&T’s 22-acre Leadership Development Academy at Lonavala L&T’s e-learning portal – Any Time Learning (ATL) – is available for employees anytime and at any place. The training modules are diverse. They are prepared by subject experts and culled from various knowledge sources. ATL courses are interactive, engaging and user-friendly. This year, ATLNext, a learning process automation and analytical platform, has been introduced. This intelligent and adaptive learning platform makes learning personal and compelling. The Leadership Development Academy (LDA) at Lonavala has been identified as a unique corporate university in India. It is a symbol of value for L&T as it helps people develop and grow by providing the right infrastructure, ambience and services to aid and enhance learning. The LDA has been recognized as a ‘Research Centre’ by Symbiosis International University. It enables employees to pursue their Ph. D. programmes. In addition, various functional, technical and managerial training programmes are provided to employees through technical training centres from Mumbai (Madh and Mahape), Mysore and Project Management Institutes (Vadodara and Chennai). Safety of the workforce is given top-most priority in all activities across facilities and project sites. Every task, job or assignment must be performed in a safe manner only. This is the basis of our work execution. We have a structured approach towards safety, with assigned individual objectives. Management commitment to safety is demonstrated through our approach and is visible while taking business decisions. Our focus area is effective implementation of health and safety practices in line with our ‘Zero Accident Vision’. 27 27 L&T maps both internal and external stakeholders along with vulnerable, marginalized and disadvantaged stakeholders. This enables us to understand that our stakeholders comprise a large and mixed community with varied and extended expectations, and L&T always strives to match their expectations. L&T engages regularly with stakeholders through various programmes as they are a central part of L&T’s decision-making process. Being a professionally managed organization, our constant quest is to create value for all stakeholders and at the same time, serve the wider interests of society. Our dedicated Corporate Brand Management & Communication (CBMC) department facilitates the continuous dialogue between stakeholders and the Company. L&T is a pioneer in providing an anti-depression help-line for its employees in India in collaboration with Tata Institute of Social Science (TISS). Our Corporate Social Responsibility (CSR) department runs specific programmes focused on providing livelihood opportunities to vulnerable and marginalized stakeholders, both near and away from our campuses and project sites to ensure that the benefits reach the maximum number of beneficiaries. One of our flagship CSR programmes is ‘Integrated Community Development (ICD)’ which focuses on improving the quality of life of communities living in the ‘water-stressed’ regions of India. The ICD programme works towards providing access to clean drinking water, sanitation facilities and water for agriculture in water- stressed regions. It is followed up with CSR interventions in health, education and skill-building. It aims to create a safer work environment for our employees, contractors and customers through rigorous systems, procedures and firm implementation. This is also extended to our supply chain partners as well. Our Corporate Environment, Health & Safety (EHS) policy articulates our commitment towards building a safe workplace and defines protocols to be followed by each business across India and abroad. The safety performance of the Company is reviewed on a quarterly basis by the Company’s Board. Regular safety training is undertaken, including Tool Box Talks, emergency mock drills and specific safety interventions. New employees are introduced to the aspects of safety and all contract workmen receive mandatory safety training before commencement of work. L&T is the first corporate organization in India to be accredited as ‘Course Provider’ by National Examination Board in Occupational Safety & Health (NEBOSH), United Kingdom (UK) for delivering International General Certificate and by Institution of Occupational Safety & Health (IOSH), UK for delivering their course. More than 3.8 million man-hours of safety training were provided in FY 2017-18 to our workforce. Our wellness program ‘Working on Wellness’ is a unique initiative undertaken by Corporate Health and Welfare Department, which conducts counselling, awareness sessions, health programs, diagnostics camps and health workshop activities aimed at enhance employees’ wellness and well-being at office. These health interventions are grouped into six critical areas like, cancer, diabetes, cardiac disease, obesity, ergonomic issues and stress. PRINCIPLE 4: BUSINESS SHOULD RESPECT THE INTERESTS OF AND BE RESPONSIVE TOWARDS ALL STAKEHOLDERS, ESPECIALLY THOSE WHO ARE DISADVANTAGED, VULNERABLE AND MARGINALIZED. Our responsibility to stakeholders is reflected in the way we do our business. The contribution of shareholders and investors to the growth of the Company is deeply valued, and we work hard to ensure that we deliver positive returns to the shareholders. 28 We use the following communication channels to engage with various stakeholders: External Stakeholders For Internal Stakeholders Stakeholders Engagement Modes Employees Employee satisfaction surveys Shareholders and investors Press Releases, Info desk – an online service, dedicated email id for investor grievances, Quarterly Results, Annual Reports, Sustainability Reports, Corporate Social Responsibility (CSR) Report, Integrated Report, AGM (Shareholder interaction), Investors meet and shareholder visit to works, corporate website. Suppliers/ Contractors Regular supplier, dealer and stockist meets Media Press Releases, Quarterly Results, Annual Reports, Sustainability Reports, AGM (Shareholders interaction), Access to information and responses to queries Community Periodic feedback mechanism Customers Government Regular business interactions, Client satisfaction surveys Press Releases, Quarterly Results, Annual Reports, Sustainability Reports Employee engagement surveys for further improvement in employees’ engagement process Circulars, Messages from Corporate and Line Management Corporate Social initiatives Welfare initiatives for employees and their families Online news bulletins to convey topical developments A large bouquet of print and on-line in-house magazines - Some location-specific, some business- specific, a CSR program newsletter. L&T Helpdesk, toll-free number L&T’s education initiatives benefitted over 3 lakh children L&T has been publishing its Sustainability Report for 10 years in a row 29 29 Principle 5: Business should respect and promote Human Rights L&T is an Indian Multi-national Company (MNC) with a presence in over 30 countries, and is exposed to human rights issues. L&T publishes an annual Communication On Progress (COP) as part of its compliance to UN Global Compact (UNGC) and being a member of Global Compact Network India (GCNI). The policies and practices related to human rights are extended to subsidiary and associate companies as well. L&T’s Human Resource Policy covers human rights aspects and ILO conventions. Prohibition of child labour, prohibition of forced and compulsory labour, non-discrimination, freedom of collective bargaining etc. are covered in our Code of Conduct for employees and Human Resource Policy. The Policy for Protection of Women’s Rights at Workplace is implemented to address sexual harassment at the workplace. We conduct periodical training to employees on various aspects on human rights. Different training media are used for classroom sessions, policy manual presentations, intranet and posters. The Company complies with applicable regulatory requirements such as the Factories Act 1948, Building & Other Construction Workers (Regulation of Employment and Conditions of Service) Act 1996, Industrial Disputes Act 1947 and amendments thereof. Two complaints of sexual harassment at work place were received, investigated and resolved as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its Rules. There are no pending complaints with the Company. Our Combined CoC for suppliers and vendors covers Human Rights clauses, and all new suppliers must confirm their adherence to these clauses before they can commence business with L&T. Principle 6: Business should respect, protect and make efforts to restore the environment Environment protection and the conservation of natural resources are part of L&T’s business philosophy. Our Corporate Environment, Health & Safety (EHS) Policy lays emphasis on incorporating environmental consideration into all business processes. As a part of our Sustainability programme, we set quantifiable targets with a timeline and action plan to achieve them since 2009. Our Sustainability Roadmap 2021 is aligned with our business plan, LAKSHYA 2021, which consists of measurable targets and key initiatives. The Sustainability Roadmap is extended to S&A companies and they are encouraged to set similar targets for themselves. Periodically, environmental risks and opportunities are identified from operations and addressed at the business level. We take our sustainability practices to our supply chain to create awareness and bring them abreast with current environmental issues (at regional and global level) and how these can adversely impact their operations. We also Our water conservation efforts have resulted in all 24 of L&T’s campuses being water positive 30 30 share with our vendors, opportunities made available by following sustainability practices and its benefit to them. More than 18,000 suppliers have signed our combined CoC, which is the first step towards following a structured sustainability programme in our supply chain. We continue to conduct water assessment surveys at our major campuses. All 24 campuses maintained their ‘Water Positive’ status in 2017-18. Water conservation and rain water harvesting are practiced within our premises; additionally our community interventions consist of rain water harvesting, check dam construction, creation of farm ponds, soil moisture conservation programmes, etc. The results are very encouraging. Our 24 campuses have been maintaining zero wastewater discharge status since 2014, and our community intervention programmes have helped us to conserve more than 2800 million litres of water annually. Our climate change interventions programme focuses on climate change mitigation and abatement. We focus on reducing the energy consumption intensity (GJ/billion turnover), implementing energy conservation projects and increasing the use of renewable energy at our operations. We also intend to reduce our GHG intensity (tonnes of GHG emissions/billion turnover). This year, we achieved Carbon Neutrality for two of our Campuses, i.e. Powai (Mumbai) and Chennai. We have aligned our practices with Government of India’s National Action Plan on Climate Change (NAPCC) and its eight Missions, and its annual progress is published in our Sustainability Report. Increased Tree plantation initiatives across L&T campuses help create natural carbon sinks energy efficiency, developing low emission technologies, building sustainable infrastructure, increasing green cover and dissemination of sustainability knowledge are adopted by the organization. We invest in lower emission and cleaner programmes, thus promoting sustainable growth. Our green product and services portfolio helps our clients to reduce their carbon footprint. We comply with applicable environmental regulatory requirements from the State Pollution Control Board (SPCB) and Central Pollution Control Board (CPCB). Quarterly compliance is submitted by each business and checked by the Corporate Secretarial department. In addition, annual sustainability assurance by an independent assurance agency covers compliance to environmental regulations, including submission of the compliance report to the regulatory agency. During 2017-18, there were no pending or unresolved show cause / legal notices from CPCB / SPCB. Renewable energy at manufacturing campuses is utilized, wherever feasible. Currently, six campuses are sourcing renewable energy (wind and solar) from external sources, and all 24 campuses are generating renewable energy onsite. Fully-grown trees are natural carbon sinks, and biodiversity plays an important role in sustenance of human lives on this planet. L&T undertakes tree plantation both within and outside its premises (as part of our CSR programme) and we engage with agencies / NGOs to conduct plantation at public places, national parks and on Government land. During Tree Plantation Week (1st July - 7th July 2017), we planted more than 31 31 36,000 trees in Maharashtra alone. We have planted more than 5 lakh trees in last five years across India and we continue to nurture a self-sustaining forest at two locations in India through the Miyakwaki technique. PRINCIPLE 7: RESPONSIBLE PUBLIC ADVOCACY L&T engages with multiple business and trade organizations and professional bodies. Our senior executives participate through active dialogues, be it new policy consultations or presenting views of the stakeholders to the Government. They provide their expertise and business acumen during public policy consultations and present the industrial institution’s view. Industrial forums and institutes where L&T participates actively include: • Association of Business Communicators of India • Associated Chambers of Commerce and Industry of India (ASSOCHAM) • Bombay Chamber of Commerce & Industry (BCCI) • Bureau of Indian Standards • Construction Industry Development Council (CIDC) • Confederation of Indian Industry (CII), Centre of Excel lence for Sustainable Development (CESD) • CII – Green Business Centre (GBC) • Federation of Indian Chambers of Commerce and Industry (FICCI) • Indian Electrical and Electronics Manufacturers Association • Indian Institute of Chemical Engineers (IIChE) • National Safety Council • National Fire Protection Institution The Company interacts regularly with the Confederation of Indian Industry – Centre of Excellence for Sustainable Development (CII - CESD) on Sustainability and Integrated Reporting policies, regulations and L&T is member of lab India. The Federation of Indian Chambers of Commerce and Industry (FICCI) engages with L&T for CSR and India Sanitation Coalition. L&T regularly interacts with the Indian Institute of Corporate Affairs (IICA) on CSR-re- lated aspects as well. L&T is also an active member of committees such as Environment & Recycling Council by CII – Green Business Centre (GBC), CII EHS Council (Western Region), Corporate Social Responsibility (CSR) etc. PRINCIPLES 8: SUPPORT INCLUSIVE GROWTH The following corporate policies of L&T lay emphasis on inclusive growth by empowering communities and accelerating development. • Corporate Social Responsibility Policy • Corporate Human Resource Policy • Corporate Environment, Health & Safety (EHS) Policy • Sustainability Policy The Company’s CSR programmes are based on the theme ‘Building India’s Social Infrastructure’. The objective is to contribute positively to society, improve the quality of life, provide sustainable solutions and make a meaningful im- pact. The CSR interventions of the Company are based on its CSR Policy and in line with the Companies Act 2013 and CSR Rule 2014. The CSR Committee of the Board oversees One of L&T’s Artificial Kidney Dialysis centres Nurturing dreams at one of L&T’s Construction Skills Training Institutes 32 32 the implementation of CSR programmes on a project mode through CSR team at the corporate level. They are ably supported by Sustainability and CSR coordinators from all businesses. L&T’s CSR interventions are focused on four thrust areas: Water & sanitation, education, health and skill-development, as detailed below. Water & Sanitation: • Implementation of Integrated Community Development (ICD) Programme, with the objective of making safe drinking water available to communities in the water-stressed regions of Maharashtra, Tamil Nadu and Rajasthan • Creating access to sanitation facilities for disadvantaged communities by building toilets and bathrooms • Implementing soil and moisture conservation pro grammes, building water harvesting structures, check dams, field bunds and other agricultural techniques • Tree plantation in and around our operational areas and at ICD locations Number of beneficiaries: 154,127 Education • Pre-primary and primary education • Infrastructure development in schools • ‘Science on Wheels’ vans • Introduction of innovative teaching and learning techniques in English and Science, computer labs, providing teaching aids and capacity-building programmes for teachers • Urban and rural community learning centres to provide after-school academic support to children from disadvantaged communities to help them to cope with their curriculum and prevent their dropping out • L&T Employee volunteering ‘L&T-eers’ to augment the running of urban community learning centres • Conducting workshops on life skills and awareness on social issues • Conducting summer camps, sports activities and conducting extracurricular activities to help children expand their horizons Number of beneficiaries: 311,746 Health • Providing health and welfare facilities for the underprivileged across L&T’s locations in India • Conducting camps to combat malnutrition and anemia • Conducting eye check-ups, blood donation camps and health awareness programmes • Providing health services in remote locations through mobile health vans • Dedicated health centres at 12 locations across India, providing services in reproductive health, diagnostic and clinical camps, maternal and child health care, immunization and health education • Treating and supporting HIV / AIDS affected patients through Anti-Retroviral Therapy (ART) centre at Mumbai • Artificial kidney dialysis centres Number of beneficiaries: 1,650,076 Skill Development • Providing free training in construction skills like bar bending, formwork carpentry, masonry, scaffolding, welding, electric wiring etc. through Construction Skills Training Institutes (CSTIs) to rural and urban youth to enhance their employability • Vocational training programmes for women: Tailoring, beautician, home nursing and food processing courses • Imparting skills and development of self-help groups at ICD locations Employee volunteers (L&T-eers) enhancing children’s educational quotient L&T has built over 200 check dams in water-stressed areas 33 33 • Collaboration with state-run technical institutes (ITIs) Number of beneficiaries: 36,327 Total beneficiaries: 21,52,276 The Company contributed R 100.92 crore in 2017-18 towards CSR activities as per the Companies Act 2013 PRINCIPLE 9: ENGAGE WITH AND PROVIDE VALUE TO CUSTOMERS L&T offers products and services in diverse fields, keeping in mind changing customer demands and market trends in india and select geographies. Such changes are also incorporated into training, R&D, design and testing, manufacturing, construction process and customer interaction. Various digitalization initiatives are under way to help in project monitoring to enhance efficiencies. L&T has identified digitalization as a key driver to enhance its global competitiveness. The Company is building its capabilities to harness the true power of digital assets and incorporate digital strategies into business model. We have a robust EHS management framework complemented by active involvement from our vendors and contractors working at our campuses and project sites. In addition, health and safety impacts and concerns throughout the lifecycle are addressed while designing products or offering services. Our products carry adequate labelling and are supported by operation and maintenance manuals incorporating related specifications and codes, thereby providing adequate information. L&T customizes the design and delivery of its products to fulfill the various needs of the customers. Our products are tested against stringent national and international standards such as Indian Standard, International Organization of Standardization (ISO), RoHS (Restriction of Hazardous Substances – for relevant products) and International Electro Technical Commission. Training our product user / client is an integral part of our services, and includes training in preventive maintenance. Adequate signs are affixed on the products for ease of understanding during transportation and use. L&T’s green product and services portfolio helps its clients to reduce their energy, water and material footprint and helps them to follow a low-carbon economy path. L&T engages with its customers through regular customer meets, customer satisfaction surveys, market based research including training and capacity-building programmes for customers. Inputs from customer feedback sessions are incorporated into our operations. Senior management actively gets engaged in customer feedback reviews and suggest corrective and preventive action. L&T’s communication conforms to the recommended guidelines. L&T does not engage in the sale of banned or disputed products. During the reporting period, no complaints were received from any of our stakeholders about incorrect or misleading marketing communication or anti-competitive behaviour or irresponsible advertising. L&T adheres to all the statutory regulations and voluntary codes related to its products and services. AU range of energy-efficient switchgear ‘Green’ building at L&T’s Talegaon campus 34 34 ANNEXURE: MAPPING TO THE SEBI FRAMEWORK Section A : General Information about the Company Question 1. Corporate Identity Number (CIN) of the Company 2. Name of the Company 3. Registered Address 4. Website 5. Email Id. 6. Financial Year Reported 7. Sector(s) that the Company is engaged in (industrial activity code-wise) 8. List three key products/services that the Company manufactures/provides (as in balance sheet) 9. Total number of locations where business activity is undertaken by the Company i. Number of International Locations (Provide details of major 5 ii. Number of National Locations 10. Markets served by the Company – Local/State/National/International Section B: Financial Details of the Company 1. Paid up Capital (INR) 2. Total Turnover (INR) 3. Total profit after taxes (INR) 4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) 5. List of activities in which expenditure in 4 above has been incurred: - Section C : Other Details 1. Does the Company have any Subsidiary Company / Companies? 2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s) 3. Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] Reference Section Page Number AR AR AR AR AR AR AR AR AR AR AR AR AR AR AR AR 19 19 19 19 19 20 20 20 20 20 20 20 20 20 20 20 35 Reference Section Page Number AR 21 Question Section D: BR Information 1. Details of Director/Directors responsible for BR a) Details of the Director/Director the BR policy/policies • DIN Number • Name • Designation b) Details of the BR head • DIN Number (if applicable) • Name • Designation • Telephone number • Email Id 3. Governance Related to BR Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year Does the Company publish a BR or a Sustainability Report? What is the Hyperlink for viewing this report? How frequently it is published? Section E : Principle-wise Performance Principle1: Ethics, Transparency and Accountability Does the policy relating to ethics, bribery and corruption cover only the company? Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others? How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? AR AR 23 23 AR 24-25 The details related to stakeholder complaints are included in the Director’s Report Section of this Annual Report. Principle 2 : Sustainable Products and Services List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): Does the company have procedures in place for sustainable sourcing (including transportation)? Has the company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? AR AR AR AR AR 25-26 25-26 25-26 25-26 25-26 36 Question Reference Section Page Number Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so. The Company is a leading EPC solutions provider for Solar Photo Voltaic (PV) based power plants helping customers save on energy bills and contributing to reduction of GHG emissions from consumption of indirect energy. Principle 3: Employee Well Being Total number of employees. Total number of employees hired on temporary/contractual/casual basis. Number of permanent women employees. Number of permanent employees with disabilities Do you have an employee association that is recognized by management? What percentage of your permanent employees is members of this recognized employee association? Please indicate the Number of complaints relating to child labour, forced labour, involun- tary labour, sexual harassment in the last financial year and pending, as on the end of the financial year. What percentage of your under mentioned employees were given safety and skill up grada- tion training in the last year? Principle 4: Valuing Marginalized Stakeholders Has the company mapped its internal and external stakeholders? Out of the above, has the company identified the disadvantaged, vulnerable and marginalized stakeholders? Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders. Principle 5: Human Rights Does the policy of the Company on Human Rights cover only the Company or extend to the Group/Joint Ventures/Suppliers/Contractors/NGOs/Others? How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management? Principle 6: Environment Does the policy related to Principle 6 cover only the Company or extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others. Does the Company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Does the Company identify and assess potential environmental risks? AR AR AR AR AR AR AR AR AR AR AR 25-26 26-28 26-28 26-28 26-28 28-29 28-29 30 30 30-32 30-32 30-32 37 Question Reference Section Page Number Does the Company have any project related to Clean Development Mechanism? Has the Company undertaken any other initiatives on – clean technology, energy efficiency, renewable energy, etc. Y/N. Are the Emissions/Waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year being reported? Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year. Principle 7: Policy Advocacy Is your Company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with: Have you advocated/lobbied through above associations for the advancement or improvement of public good? Principle 8: Inclusive Growth Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organisation? Have you done any impact assessment of your initiative? What is your company’s direct contribution to community development projects - Amount in INR and the details of the projects undertaken Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Principle 9: Customer Welfare What percentage of customer complaints/consumer cases are pending as on the end of financial year. AR AR AR AR AR AR AR AR AR The details related to stakeholder complaints are included in the Director’s Report Section of this Annual Report. Does the company display product information on the product label, over and above what is mandated as per local laws? Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years and pending as of end of financial year AR AR Did your Company carry out any consumer survey/ consumer satisfaction trends? 30-32 30-32 30-32 32 32-34 32-34 32-34 32-34 32-34 34 34 34 38 STANDALONE FINANCIALS-10 YEAR HIGHLIGHTS Description 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 $$ Ind AS IGAAP v crore Statement of Profit and Loss Gross revenue from operations PBDIT^^ Profit after tax (excluding 74612 7429 66301 63813 57558 57164 52196 53738 44296 37356 34337 6481 5829 6488 6667 5473 6283 5640 4816 3922 extraordinary/exceptional items) 4861 4560 4454 4699 4905 4169 4413 3676 3185 2709 Profit after tax (including extraordinary/exceptional items) 5387 5454 5000 5056 5493 4384 4457 3958 4376 3482 Balance Sheet Net worth Loan funds Capital employed Ratios and statistics PBDIT as % of net revenue from operations @ PAT as % of net revenue from operations $ RONW % * 49174 10561 59735 46013 42135 37085 33662 29291 25223 21846 18312 12460 10558 13924 12936 11459 8478 9896 7161 6801 6556 56571 56059 50021 45121 37769 35119 29007 25113 19016 9.98 9.86 9.23 11.38 11.78 10.60 11.82 12.84 13.00 11.56 7.23 11.32 8.30 7.91 8.87 9.71 8.50 8.38 9.01 11.82 10.26 12.37 12.39 14.30 17.46 16.06 18.95 19.73 28.49 31.71 Gross Debt: Equity ratio 0.21:1 0.23:1 0.33:1 0.35:1 0.34:1 0.29:1 0.39:1 0.33:1 0.37:1 0.53:1 Basic earnings per equity share (R) # 38.46 39.00 35.81 36.31 39.57 35.55 32.41 29.04 32.79 Book value per equity share (R) ## 350.90 328.79 301.57 265.85 241.97 211.39 182.90 159.31 134.98 Dividend per equity share (R) ## 16.00 14.00 12.17 10.83 9.50 8.22 7.33 6.44 5.56 26.44 94.36 4.67 No. of equity shareholders 8,99,902 9,23,628 10,28,541 8,53,824 832,831 854,151 926,719 8,53,485 8,14,678 9,31,362 No. of employees 42,924 41,466 43,354 44,081 54,579 50,592 48,754 45,117 38,785 37,357 Figures for 2017-18, 2016-17 & 2015-16 are as per Ind AS and for earlier periods as per IGAAP and hence not directly comparable. ^^ Profit before depreciation, interest and tax (PBDIT) is excluding extraordinary/exceptional items wherever applicable and other income. @ $ PBDIT as % of net revenue from operations = [PBDIT/(gross revenue from operations less excise duty)]. Profit After Tax (PAT) as % of net revenue from operations = [(PAT including extraordinary/exceptional items)/(gross revenue from operations less excise duty)]. RONW [(PAT including extraordinary/exceptional items)/(average net worth excluding revaluation reserve)]. Basic earnings per equity share have been calculated including extraordinary/exceptional items and adjusted for all the years for issue of bonus shares. * # ## After considering adjustments for issue of bonus shares during the respective years. $$ Figures for the year 2008-09 to 2011-12 include Hydrocarbon business which has been transferred w.e.f April 1, 2013 to a wholly owned subsidiary. 40 CONSOLIDATED FINANCIALS-10 YEAR HIGHLIGHTS Description 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 2008-09 Ind AS IGAAP Statement of Profit and Loss Gross revenue from operations 119862 110011 101975 92762 85889 75195 64960 52470 44310 40932 PBDIT^^ 13571 11130 10463 11258 10730 9929 8884 7677 6423 5024 v crore Profit attributable to Group shareholders (excluding extraordinary/exceptional items) Profit attributable to Group shareholders (including extraordinary/exceptional items) Balance Sheet Net worth Non-controlling interest Loan funds Capital employed Ratios and statistics PBDIT as % of net revenue from operations @ PAT as % of net revenue from operations $ RONW % * Gross debt: Equity ratio Basic earnings per equity share (R) # 7151 5920 4154 4470 4547 4911 4649 4238 3796 3007 7370 6041 4233 4765 4902 5206 4694 4456 5451 3789 55657 5625 50217 44180 40909 37712 33860 29387 25051 20991 13988 3564 2893 4999 3179 2653 1753 1026 1087 1059 107524 93954 88135 90571 80330 62672 47150 32798 22656 18400 168806 147735 135208 136479 121221 99185 78290 58875 44734 33447 11.34 10.18 10.35 12.24 12.60 13.33 13.81 14.75 14.61 12.40 6.16 5.53 13.92 12.80 4.19 9.91 5.18 5.76 6.99 7.30 8.56 12.40 9.35 12.13 13.71 16.47 17.26 19.38 31.23 30.64 1.75:1 52.62 1.75:1 1.87:1 2.21:1 2.13:1 1.85:1 1.61:1 1.31:1 1.08:1 1.32:1 43.20 30.32 34.22 35.31 37.69 34.14 32.69 40.84 28.78 Book value per equity share (R) ## 397.16 358.83 316.20 293.29 271.10 244.40 213.09 182.65 154.70 105.90 Dividend per equity share (R) ## 16.00 14.00 12.17 10.83 9.50 8.22 7.33 6.44 5.56 4.67 Figures for 2017-18, 2016-17 & 2015-16 are as per Ind AS and for earlier periods as per IGAAP and hence not directly comparable ^^ Profit before depreciation, interest and tax [PBDIT] is excluding extraordinary/exceptional items wherever applicable and other income. @ $ * # PBDIT as % of net revenue from operations =[PBDIT/(gross revenue from operations less excise duty)]. Profit after tax (PAT) as % of net revenue from operations = [PAT including extraordinary/exceptional items/(gross revenue from operations less excise duty)]. RONW [(profit attributable to group shareholders including extraordinary/exceptional items)/(average net worth excluding revaluation reserve)]. Basic earnings per equity share has been calculated including extraordinary/exceptional items and adjusted for all the years for issue of bonus shares. ## After considering issue of bonus shares during the respective years. 41 L&T CONSOLIDATED - ORDER INFLOW L&T CONSOLIDATED - GROSS REVENUE FROM OPERATIONS AND PAT 170000 – 150000 – 130000 – 110000 – 90000 – 70000 – 50000 – e r o r c v 30000 – – 310000 – 260000 – 210000 – e r o r c v 160000 – 110000 – 60000 – – 142995 7.1 152908 6.7 2016-17 2017-18 Order Inflow India GDP growth L&T CONSOLIDATED - ORDER BOOK 261341 1% 263107 – 9.0 – 8.5 – 8.0 – 7.5 – 7.0 – 6.5 – 6.0 – e g a t n e c r e P 120000 – 115000 – 110000 – 105000 – 100000 – e r o r c v 95000 – 90000 – 85000 – 80000 – – 119862 7370 110011 6041 2016-17 2017-18 Gross revenue from operations PAT including exceptional items (attributable to owners of the Company) – 7500 – 7000 – 6500 – 6000 – 5500 – 5000 – 4500 – 4000 – 3500 – e r o r c v L&T CONSOLIDATED - PBDIT AS % OF NET REVENUE FROM OPERATIONS 13571 11.3 11130 10.2 e r o r c v 15000 – 13000 – 11000 – 9000 – 7000 – 5000 – 3000 – – – 16.0 – 14.0 – 12.0 – 10.0 – 8.0 – 6.0 – 4.0 – e g a t n e c r e P As at 31-3-2017 As at 31-3-2018 – PBDIT PBDIT as % of net revenue from operations Net revenue from operations and PBDIT exclude exceptional items 2016-17 2017-18 L&T CONSOLIDATED - SEGMENT-WISE ORDER INFLOW 2017-18 L&T CONSOLIDATED - SEGMENT-WISE REVENUE 2017-18 10377 7% 4294 3% 10064 7% 87277 57% 11188 7% 15811 10% 5635 4% 5848 4% 2414 1% Total order inflow: v 152908 crore v crore Infrastructure Power Heavy Engineering Electrical & Automation Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others 8242 7% 4294 4% 10064 9% 11188 9% 11736 10% 5209 4% 3845 3% 6201 5% Total revenue: v 119862 crore 59083 49% v crore Infrastructure Power Heavy Engineering Electrical & Automation Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others 42 L&T CONSOLIDATED - SEGMENT-WISE ORDER BOOK 2017-18 L&T CONSOLIDATED - SEGMENT-WISE ORDER BOOK 2016-17 15190 6% 26590 10% 3028 1% 13523 5% 9357 4% v crore Infrastructure Power 195419 74% Heavy Engineering Electrical & Automation Hydrocarbon Others 14160 5% 24823 10% 2741 1% 11997 5% 13824 5% v crore Infrastructure Power 193796 74% Heavy Engineering Electrical & Automation Hydrocarbon Others Total Segment-wise order book: v 263107 crore Total Segment-wise order book: v 261341 crore L&T CONSOLIDATED - SEGMENT-WISE RESULT 2017-18 L&T CONSOLIDATED - SEGMENT-WISE EBIDTA MARGINS* 5293 (43%) 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – e r o r c v 2146 (18%) 164 (1%) 516 (4%) 669 (5%) 772 (6%) 1441 (12%) 196 (2%) 1139 (9%) 0 – – – – – – – – – – – n o b r a c o r d y H n o i t a m o t u A g n i r e e n g n E e r u t c u r t s a r f n s e c i v r e S s e c i v r e S s t c e o r P a c i r t c e r e w o P s r e h t O & E a l i l l j l I a t n e m p o e v e D l l y g o o n h c e T & T I i c n a n i F y v a e H Total segment wise result: v 12336 crore Figures in brackets represent percentage of segment result to total segment result 25 – 20 – 15 – 10 – 5 – e g a t n e c r e P 2016-17 2017-18 20.0 17.1 16.0 15.1 21.2 21.4 10.2 10.0 3.5 3.4 6.8 7.7 17.3 10.9 14.8 10.1 6.3 2.3 0 – – – – – – – – – – – r e w o P e r u t c u r t s a r f n I g n i r e e n g n E i y v a e H & l a c i r t c e l E n o i t a m o t u A n o b r a c o r d y H s e c i v r e S l y g o o n h c e T & T I s e c i v r e S l a i c n a n i F s r e h t O s t c e o r P j l a t n e m p o e v e D l * Earnings before interest, depreciation, tax and amortisation as percentage of net segment revenue L&T CONSOLIDATED - SEGMENT-WISE TOTAL ASSETS L&T CONSOLIDATED - SEGMENT-WISE TOTAL LIABILITIES e r o r c v 9 8 8 7 8 3 4 4 8 5 2 4 8 1 7 1 2 0 0 5 31.03.2018 31.03.2017 100000 – 90000 – 80000 – 70000 – 60000 – 50000 – 40000 – 30000 – 20000 – 10000 – 0 – – – – – – – – – – – n o b r a c o r d y H n o i t a m o t u A g n i r e e n g n E e r u t c u r t s a r f n s e c i v r e S s e c i v r e S s t c e o r P a c i r t c e r e w o P 0 4 2 8 2 5 7 3 0 3 0 0 6 8 1 2 3 5 9 1 s r e h t 7 4 8 6 7 3 4 6 2 1 4 4 6 2 2 9 6 5 5 7 4 2 1 5 6 6 1 6 5 2 6 6 4 6 3 4 9 2 7 6 O & E a l i l l j l I a t n e m p o e v e D l l y g o o n h c e T & T I i c n a n i F y v a e H Total segment wise Assets as at 31.03.2017: v 197933 crore and as at 31.03.2018: v 230495 crore 31.03.2017 31.03.2018 4 8 3 6 7 1 4 3 4 6 80000 – 70000 – 60000 – 50000 – e r o r c 40000 – v 30000 – 20000 – 10000 – 2 3 9 0 3 4 1 9 3 3 2 6 3 6 7 4 6 5 7 2 8 3 6 4 2 5 1 4 8 7 0 9 5 5 6 3 9 1 1 4 1 2 4 9 8 1 2 8 1 2 6 1 5 0 1 1 3 9 8 3 5 9 6 2 7 9 6 0 – – – – – – – – – – – n o b r a c o r d y H n o i t a m o t u A g n i r e e n g n E e r u t c u r t s a r f n s e c i v r e S s e c i v r e S s t c e o r P a c i r t c e r e w o P s r e h t O & a E l j l l i l I a t n e m p o e v e D l l y g o o n h c e T & T I i c n a n i F y v a e H Total segment wise Liabilities as at 31.03.2017: v 133747 crore and as at 31.03.2018: v 157861 crore Total liabilities for Financial Services and Developmental Projects predominantly comprises of borrowings 43 i p a l c M u n i 44 AGM Venue : Birla Matushri Sabhagar, 19, Marine Lines, Mumbai - 400 020 LARSEN & TOUBRO LIMITED Regd. Office : L&T House, Ballard Estate, Mumbai 400 001. CIN : L99999MH1946PLC004768 Email: igrc@larsentoubro.com • Website: www.larsentoubro.com Tel No.: 022-67525656 • Fax No.: 022-67525893 Notice NOTICE IS HEREBY GIVEN THAT the Seventy Third Annual General Meeting of LARSEN & TOUBRO LIMITED will be held at Birla Matushri Sabhagar, 19, Marine Lines, Mumbai - 400 020 on Thursday, August 23, 2018 at 3.00 P.M. to transact the following business :- 1) To consider and adopt the audited financial statements of the Company for the year ended March 31, 2018 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company and the report of the auditors thereon for the year ended March 31, 2018; 2) To declare a dividend on equity shares; 3) To appoint a Director in place of Mr. Subramanian Sarma (DIN: 00554221), who retires by rotation and is eligible for re-appointment; 4) To appoint a Director in place of Mrs. Sunita Sharma (DIN: 02949529), who retires by rotation and is eligible for re-appointment; 5) To appoint a Director in place of Mr. A.M Naik (DIN: 00001514), who retires by rotation and is eligible for re-appointment; 6) To appoint a Director in place of Mr. D.K Sen (DIN: 03554707), who retires by rotation and is eligible for re-appointment; 7) To consider and, if thought fit, to pass, as an ORDINARY RESOLUTION the following: “RESOLVED THAT Mr. Hemant Bhargava (DIN: 01922717) who was appointed as a Director in casual vacancy and holds office upto the date of this Annual General Meeting of the Company and is eligible for appointment and in respect of whom the Company has received a notice in writing from a member under the provisions of Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director.” 8) To consider and, if thought fit, to pass, as a SPECIAL RESOLUTION the following: “RESOLVED THAT approval of the Company be and is hereby accorded for the appointment and continuation of Mr. A.M Naik (DIN: 00001514) as a Non-Executive Director of the Company with effect from October 1, 2017 who has attained the age of seventy-five years.” 9) To consider and, if thought fit, to pass, as a SPECIAL RESOLUTION the following: “RESOLVED THAT approval of the Company be and is hereby accorded for payment of remuneration to Mr. A.M Naik (DIN: 00001514), Non-Executive Director of the Company, details whereof are provided in the Explanatory Statement, being in excess of fifty percent of the total annual remuneration payable to all Non-Executive Directors.” 10) To consider and, if thought fit, to pass, as a SPECIAL RESOLUTION the following: “RESOLVED THAT pursuant to the provisions of Sections 42, 71 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to the provisions of the Articles of Association of the Company, approval of the members be and is hereby accorded to authorize the Board of Directors of the Company (including any Committee thereof) to offer or invite subscriptions for listed/unlisted/secured/unsecured/ redeemable/non-convertible debentures, in one or more series/tranches/currencies, aggregating up to R 6000 crore (Rupees Six thousand crore only), on private placement basis, on such terms and conditions as the Board of Directors of the Company may, from time to time, determine and consider 45 proper and most beneficial to the Company including as to when the said debentures be issued, the consideration for the issue, utilization of the issue proceeds and all matters connected with or incidental thereto; RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 11) To consider and ratify the remuneration payable to Cost Auditors and for that purpose to pass, as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company hereby ratifies the remuneration of R 11.75 lakhs (Rupees Eleven lakhs seventy five thousand only) plus applicable taxes and out of pocket expenses at actuals for travelling and boarding/lodging for the financial year ending March 31, 2019 to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010), who are appointed as Cost Auditors to conduct the audit of cost records maintained by the Company for the Financial Year 2018-19.” By Order of the Board of Directors For LARSEN & TOUBRO LIMITED N. HARIHARAN COMPANY SECRETARY M.NO – A3471 Mumbai, May 28, 2018 Notes: [a] The information required to be provided under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings, regarding the Directors who are proposed to be appointed/ re-appointed and the relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of the business under items 7 to 11 set out above are annexed hereto. [b] A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY, TO ATTEND AND VOTE INSTEAD OF HIMSELF, AND THAT A PROXY NEED NOT BE A MEMBER. Pursuant to Section 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management & Administration) Rules, 2014, a person can act as a proxy on behalf 46 of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. Proxies, in order to be effective, must be received at the Registered office of the Company at L&T House, Ballard Estate, Mumbai 400 001, not later than forty-eight hours before the commencement of the AGM i.e. by 3.00 p.m. on Tuesday, August 21, 2018. [c] The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting has been done away with vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs. Accordingly no resolution is proposed for ratification of appointment of Auditors, who were appointed from the conclusion of the 70th Annual General Meeting till the conclusion of the 75th Annual General Meeting, in the Annual General Meeting held on September 9, 2015. [d] The Register of Members and Transfer Books of the Company will be closed from Friday, August 17, 2018 to Thursday, August 23, 2018 (both days inclusive). [e] Members are requested to furnish bank details, email address, change of address etc. to Karvy Computershare Private Limited, Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 , who are the Company’s Registrar and Share Transfer Agents so as to reach them latest by Thursday, August 16, 2018, in order to take note of the same. In respect of members holding shares in electronic mode, the details as would be furnished by the Depositories as at the close of the aforesaid date will be considered by the Company. Hence, members holding shares in demat mode should update their records at the earliest. [f] In order to receive copies of Annual Reports and other communication through e-mail, members holding shares in physical form are requested to register their e-mail addresses with the Company by sending an e-mail to Lntgogreen@Larsentoubro.com. [g] All documents referred to in the accompanying Notice and the Explanatory Statement, if any, are open for inspection at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the Annual General Meeting. [h] Members/Proxies should bring their attendance slips duly completed for attending the Meeting. [i] Pursuant to Section 124 of the Companies Act, 2013 the unpaid dividends that are due for transfer to the Investor Education and Protection Fund are as follows: Dividend No. Date of Declaration For the year ended Due for Transfer on 82 83 84 85 86 87 88 26.08.2011 31.03.2011 02.10.2018 24.08.2012 31.03.2012 29.09.2019 22.08.2013 31.03.2013 27.09.2020 22.08.2014 31.03.2014 27.09.2021 09.09.2015 31.03.2015 15.10.2022 26.08.2016 31.03.2016 02.10.2023 22.08.2017 31.03.2017 27.09.2024 Members who have not encashed their dividend warrants pertaining to the aforesaid years may approach the Company/its Registrar, for obtaining payments thereof atleast 20 days before they are due for transfer to the said fund. [j] Investor Grievance Redressal: The Company has designated an exclusive e-mail id viz. Igrc@Larsentoubro.com to enable Investors to register their complaints, if any. [k] Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has during the financial year 2017-18 transferred to the IEPF Authority all shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer i.e October 31, 2017. Details of shares transferred to IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://investors.larsentoubro.com/resources. aspx. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in. [l] SEBI has decided that securities of listed companies can be transferred only in dematerialized form with effect from December 5, 2018. In view of the above and to avail various benefits of dematerlisation, members are advised to dematerialize shares held by them in physical form. Please refer investor FAQ’s page (Dematerialisation of shares) on our website www.investors.larsentoubro.com. [m] E-voting The businesses as set out in the Notice may be transacted through electronic voting system and the Company will provide a facility for voting by electronic means. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Standard 2 of the Secretarial Standards on General Meetings and Reg. 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means, as an alternate, to all its Members to enable them to cast their votes electronically. The facility of casting the votes by the members using an electronic voting system from a place other than the venue of the AGM (remote e-voting) will be provided by Karvy Computershare Private Limited (Karvy). The facility for voting shall be made available at the AGM and the Members attending the Meeting who have not cast their vote through remote e-voting shall be able to exercise their right at the meeting. Please note that the voting through remote e-voting is optional for shareholders. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date of Thursday, August 16, 2018 shall be entitled to avail the facility of remote e-voting or voting at the AGM. Persons who are not members as on the cut-off date should treat this notice for information purposes only. The Notice will be displayed on the website of the Company www.larsentoubro.com and on the website of Karvy https://evoting.karvy.com. The members who have cast their vote through remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again. The remote e-voting period commences on Monday, August 20, 2018 at 9.00 A.M and ends on Wednesday, August 22, 2018 at 5.00 P.M. During this period, members of the Company holding shares 47 either in physical or dematerialised form, as on the cut-off date of August 16, 2018 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by Karvy for voting thereafter. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on August 16, 2018, are entitled to vote on the Resolutions set forth in this Notice. Eligible members who have acquired shares after the despatch of the Annual Report and holding shares as on the cut-off date i.e August 16, 2018 may approach the Company/ Karvy for issuance of the User ID and Password for exercising their right to vote by electronic means. Members who are already registered with Karvy for remote e-voting can use their existing user ID and password for casting their vote. In case they don’t remember their password, they can reset their password by using “Forgot User Details/Password” option available on https://evoting.karvy.com The Company has appointed Mr. S. N. Ananthasubramanian, Practicing Company Secretary, (COP No. 1774) or failing him Mrs. Aparna Gadgil, Practicing Company Secretary, (COP No. 8430), to act as the Scrutinizer for conducting the voting and remote e-voting process in a fair and transparent manner. Members are requested to follow the instructions below to cast their vote through remote e-voting: A. In case a Member receives an e-mail from Karvy (for Members whose e-mail addresses are registered with the Company/ Depository Participants): (i) Launch internet browser by typing the URL: https://evoting.karvy.com. (ii) Enter the login credentials (i.e. User ID and Password which are mentioned in the email). Your Folio No./ DP ID-Client ID will be your User ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote. (iii) After entering these details appropriately, Click on “LOGIN”. (iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one 48 lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential. (v) You need to login again with the new credentials. (vi) On successful login, the system will prompt you to select the “EVENT” i.e., Larsen & Toubro Limited. (vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut Off date under “FOR/ AGAINST” or alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding as on the cut-off date. 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. (viii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folios/demat accounts. (ix) You may then cast your vote by selecting an appropriate option and click on “Submit”. (x) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the resolution(s). (xi) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to scrutinizer@snaco.net, with a copy marked to evoting@karvy.com. (xii) In case of any queries, please visit Help and Frequently Asked Questions (FAQs) section available at Karvy’s website www.evoting.karvy.com. B. In case a Member receives physical copy of the Notice of AGM (for Members whose email addresses are not registered with the Company/ Depository Participants or requesting physical copy): 1. User ID and initial password are provided at the bottom of the Attendance Slip in the following format: User ID - Password - 2. Please follow all steps from Sr. No. (i) to Sr. No. (xi) in (A) above, to cast your vote. Based on the report received from the scrutiniser the Company will submit within 48 hours of the conclusion of the Meeting to the stock exchanges details of the voting results as required under Reg. 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Member can opt for only one mode of voting i.e. either through remote e-voting or at the Meeting. If a Member casts votes by both modes, then voting done through remote e-voting shall prevail. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny. The result of the voting on the Resolutions at the Meeting shall be announced by the Chairman or any other person authorized by him immediately after the results are declared. The results declared alongwith the Scrutinizer’s report, will be posted on the website of the Company www.larsentoubro.com and on the website of Karvy at www.evoting.karvy.com and will be displayed on the Notice Board of the Company at its Registered Office as well as Corporate Office immediately after the declaration of the result by the Chairman or any person authorised by him in writing and will be communicated to the Stock Exchanges. [n] Online Query Module The Company is pleased to provide the new Online Query Module to enable the Members to seek information / clarifications pertaining to the Annual Report in advance. Members can post their queries related to this Annual Report by using their secure login credentials on the e-voting website of Karvy at https://evoting.karvy.com/. [o] Web check-in To facilitate smooth registration / entry at the AGM, the Company has also provided a web check-in facility, which would help the Members enter the AGM hall expeditiously. The Procedure for web check-in for the AGM is as follows: • • • Log in to https://karisma.karvy.com and click on the AGM Web Check-in link. Select the Company name, ‘Larsen & Toubro Limited’. Enter the security credentials as directed and click on ‘Submit’. • After validating the credentials, click on ‘Generate my Attendance Slip’. • The Attendance Slip in PDF format shall appear on the screen. Select the print option for printing or download the Attendance Slip for future reference. [p] Webcast Your Company is pleased to provide the facility of live webcast of proceedings of AGM. Members who are entitled to participate in the AGM can view the proceeding of AGM by logging on the e-voting website of Karvy at https://evoting.karvy.com using their secure login credentials. Members are encouraged to use this facility of webcast. EXPLANATORY STATEMENT As required by Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out material facts relating to the business under items 7 to 11 of this Notice dated May 28, 2018. Item No. 7: On the recommendation of the Nomination & Remuneration Committee, Mr. Hemant Bhargava (DIN: 01922717) was appointed by the Board of Directors as a Director in casual vacancy caused due to the resignation of Mr. Sushobhan Sarker. Pursuant to Section 161(4) of the Companies Act, 2013 Mr. Hemant Bhargava will hold office up to the date of the forthcoming Annual General Meeting. The Company has received a notice in writing 49 from a member under the provisions of Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Hemant Bhargava as Director. Mr. Hemant Bhargava is currently the Managing Director of Life Insurance Corporation of India (LIC) and has been nominated by LIC on the Board of the Company. Mr. Bhargava holds an M.A in Economics and has also completed his masters in Financial Management. He has an overall experience of 35 years with LIC where he has worked in several capacities in Marketing, International Operations, Joint Ventures etc. Disclosure as required under Secretarial Standard 2 on General Meetings is provided as an Annexure to the Notice. The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Mr. Bhargava as a Director. Accordingly, the Board recommends the resolution in relation to appointment of Mr. Bhargava as a Director, for the approval by the shareholders of the Company. Except Mr. Hemant Bhargava, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 7. Item No. 8 and 9: Mr. A.M Naik has been associated with Larsen & Toubro Limited for over five decades. During his tenure as Executive Chairman he played a key role in the Company’s rise to its pre-eminent position, and its presence overseas, boosting employee morale and focusing on delivering superior value to stakeholders. His term as Executive Chairman expired on September 30, 2017. Mr. A. M. Naik is entitled to retirement benefits as per the policy of the Company. Mr. A.M Naik, aged 75 years, was appointed as a Non-Executive Chairman of the Company for a period of 3 years with effect from October 1, 2017, after his superannuation as Executive Chairman of the Company. Mr. A.M. Naik is strongly identified with the growth of the Company and its contribution to strategic sectors of Defence, Nuclear Power, Space Research and Infrastructure. Mr. Naik has been awarded four doctorates and numerous awards from institutions and industry. He has also served as the Chairman of IIM Ahmedabad. The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee and taking into account the need for 50 seamless transition of leadership, need for providing advice, guidance and mentorship to the Company’s executive management, considering the complexity of the Company’s business, approved the appointment of Mr. A.M Naik as Non-Executive Chairman of the Company. Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective April 1, 2019, requires companies to obtain approval of shareholders by passing a special resolution for appointment or continuation of any Non-Executive Director who has attained the age of seventy-five years. Mr. Naik in the capacity of Non-Executive Chairman, in addition to sitting fees, will be entitled to remuneration/ benefits as per the following terms and conditions: 1. Commission: Fixed amount of R 5 crore p.a. within the overall limits approved by the shareholders of the Company for payment of remuneration to NED’s. 2. Car & Driver, telephone & communication facilities and club membership. 3. Maintain an office with staff at the Company’s expense. 4. Reimbursement of medical expenses in accordance with the policy of the Company. 5. Perquisite value of Company accomodation. Regulation 17(6)(ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, requires companies to obtain approval of the shareholders by passing of a special resolution, every year, for payment of remuneration to Non-Executive Director exceeding fifty percent of the total annual remuneration payable to all Non-Executive Directors. Accordingly, shareholders approval is sought for appointment/continuation of Mr. A.M. Naik as Non- Executive Chairman. Approval is also sought for payment of remuneration to Mr. A. M. Naik, Non-Executive Chairman till the next AGM. Disclosure as required under Secretarial Standard 2 on General Meetings is provided as an Annexure to the Notice. The Board recommends approval of appointment and remuneration of Mr. Naik as Non-Executive Director of the Company, liable to retire by rotation. Except Mr. Naik being the appointee, none of the Directors or the Key Managerial Personnel of the Company and their relatives are concerned or interested in the resolutions set out at Item No. 8 and 9. Item No. 10: The Company is into the business interalia of manufacturing of industrial goods, heavy engineering, infrastructure projects and other activities which require a sizeable investment and continuous expenditure. The Company intends to explore different avenues for garnering this financing requirement including by way of issuance of debt instruments. Section 42 of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 deals with private placement of securities by a company. Sub-rule (2) of the said Rule 14 states that in case of an offer or invitation for subscription to non- convertible debentures on private placement basis, the Company shall obtain prior approval of its shareholders by means of a special resolution once in a year for all the offers or invitations for such debentures during the year. In order to meet the financial needs of business in a prudent manner the Company may offer or invite subscription for secured/unsecured/redeemable/non- convertible debentures, in one or more series/tranches/ currencies on private placement, issuable/redeemable at par or otherwise. The shareholders through a resolution passed at their meeting held on August 22, 2017, approved issue of debentures to an amount not exceeding R 6000 crore in aggregate. The Company has not raised funds under the said approval. However, such resolution is valid only for a period of 12 months from the date on which the approval is granted by the shareholders. Accordingly, the Shareholders’ approval is sought for the period of next 12 months from the date of passing this resolution. This resolution is an enabling resolution and authorizes the Board of Directors of the Company to offer or invite subscription for non-convertible debentures, as may be required by the Company, from time to time for a year from the date of passing this resolution. None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 10. Item No. 11: In accordance with the provisions of Section 148 of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014 (“the Rules”) the Company is required to appoint a cost auditor to audit the cost records of the Company, for products and services, specified under Rules issued in pursuance to the above section. On the recommendation of the Audit Committee, the Board of Directors had approved the appointment of M/s. R. Nanabhoy & Co, Cost Accountants (Regn. No. 00010), as the Cost Auditors of the Company to conduct audit of cost records maintained by the Company for the Financial Year 2018-19, at a remuneration of R 11.75 lakhs plus applicable taxes and out of pocket expenses at actuals for travelling and boarding/lodging. M/s. R. Nanabhoy & Co., Cost Accountants, have furnished certificates regarding their eligibility for appointment as Cost Auditors of the Company. In accordance with the provisions of Section 148 of the Act read with the Rules, the remuneration payable to the cost auditor has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for the aforesaid purpose. The Directors recommend this resolution for approval of the shareholders. None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 11. By Order of the Board of Directors For LARSEN & TOUBRO LIMITED N. HARIHARAN COMPANY SECRETARY M.No – A3471 The Directors recommend this Resolution for approval of the Shareholders. Mumbai, May 28, 2018 The route map for the venue of the Annual General Meeting of the Company is given on page 44 of this Annual Report 2017-18 51 (ANNEXURE TO NOTICE DATED MAY 28, 2018) DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING [Pursuant to Regulation 36(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings] Mrs. Sunita Sharma Mr. A.M Naik Mr. D.K Sen Mr. Hemant Bhargava March 9, 1959 April 1, 2015 June 9, 1942 November 23, 1989 March 19, 1956 October 1, 2015 July 20, 1959 May 28, 2018 Masters Degree in Science B.E (Mech.) B.SC Engg. (Civil), MBA (Finance) M.A (Economics) Mr. Subramanian Sarma February 4, 1958 August 19, 2015 Masters Degree in Chemical Engineering from IIT Bombay Expertise in managing large business portfolios in energy sector. Vast Experience in Insurance and Housing Finance L&T Hydrocarbon Engineering Limited National Stock Exchange of India Limited Diverse and vast experience in General Management, Technology, Engineering & Construction 1. Larsen & Toubro Infotech Limited 2. L&T Technology Services Limited 3. L&T Realty Limited 4. L&T Welfare Company Limited Vast experience in Design and Engineering, Business Development, Tendering and Construction 1. L&T Infrastructure Engineering Limited 2. L&T Aviation Services Private Limited Name of the Director Date of Birth Date of Appointment on the Board Qualifications Expertise Directorships held in other public companies including private companies which are subsidiaries of public companies (excluding foreign companies) Vast Experience in Insurance Sector 1. LIC Pension Fund Limited 2. LIC HFL Asset Management Company Limited 3. LIC HFL Care Homes Limited 4. LIC Mutual Fund Trustee Private Limited 5. Voltas Limited 6. Infrastructure Leasing and Financial Services Limited 7. The Tata Power Company Limited Member Audit Committee LIC Pension Fund Limited Memberships/ Chairmanships of committees across all companies Member Nomination and Remuneration Committee L&T Hydrocarbon Engineering Limited Chairperson Stakeholders Relationship Committee Larsen & Toubro Limited Number of Meetings attended during the year Shareholding of Non-Executive Directors Relationships between directors inter-se 6 63150 Nil 3 150* Nil * Jointly with Life Insurance Corporation of India 52 Member Corporate Social Responsibility Committee Larsen & Toubro Limited Member Nomination & Remuneration Committee Larsen & Toubro Limited 1. Larsen & Toubro Infotech 2. Limited L&T Technology Services Limited 3. Corporate Social Responsibility Committee L&T Welfare Company Limited 6 5 Not Applicable 424958 Nil Not Applicable Nil 90 Nil Board Report Dear Members, The Directors have pleasure in presenting their 73rd Annual Report and Audited Financial Statements for the year ended 31st March 2018. FINANCIAL RESULTS: Particulars Profit Before Depreciation, exceptional items & Tax Less: Depreciation, amortization, impairment and obsolescence Profit before exceptional items and tax Add: Exceptional Items Profit before tax Less: Provision for tax 2017-18 v crore 2016-17 v crore 7881.31 7079.06 1049.46 1215.19 6831.85 5863.87 430.53 893.97 7262.38 6757.84 1875.08 1304.10 Profit for the period carried to Balance Sheet 5387.30 5453.74 Add: Balance brought forward from previous year Less: Dividend paid during the previous year (Including dividend distribution tax) Add: Gain/(Loss) on remeasurement of the net defined benefit plans Add: Transfer under scheme of 11225.53 7710.27 2278.69 1842.71 2.50 (8.02) arrangement 15.55 – Balance available for disposal (which the Directors appropriate as follows) Less: Debenture Redemption 14352.19 11313.28 Reserve 102.18 87.75 Balance to be carried forward 14250.01 11225.53 The Directors recommend payment of final dividend of R 16 per equity share of R 2/- each on 1,40,13,69,456 shares. of stock options by the eligible employees under the Employee Stock Option Schemes. The shareholders of the Company approved the issue of bonus shares in the ratio of 1:2 (1 bonus share for every 2 shares held) through postal ballot on 5th July 2017. The Company accordingly allotted 46,67,64,755 bonus shares on 15th July 2017. The Company reduced long-term borrowings during the year under review by way of repayment of foreign currency borrowings worth US$ 171 million on scheduled due dates. Additionally, the Company refinanced USD 470 million of external commercial borrowings while retaining existing maturities, to take benefit of the prevailing interest rates in the market. The Company did not raise any fresh long-term borrowings during FY2017-18. The Company has not defaulted on any of its dues to the financial lenders. CRISIL has assigned AAA (Stable) rating for L&T’s long- term debt facilities. In addition, ICRA also has assigned AAA (Stable) rating for certain borrowings of the Company. DIVESTMENT OF ELECTRICAL & AUTOMATION BUSINESS: Subsequent to the year under review, on 1st May 2018, the Company has signed, subject to regulatory approvals, definitive agreements with Schneider Electric, a global player in energy management and automation for strategic divestment of its Electrical and Automation (E&A) business for an all-cash consideration of R 14,000 crore. The divestment of E&A business is in line with the Company’s stated intent of unlocking value within the existing business portfolio to streamline and allocate capital and management focus for creating long-term value for our stakeholders. The Company believes that the partnership with Schneider is win-win for our employees, business partners and shareholders. CAPITAL EXPENDITURE: As at 31st March 2018 the gross property, plant and equipment, investment property and other intangible assets including leased assets, stood at R 10,935.39 crore and the net property, plant and equipment, investment property and other intangible assets, including leased assets, at R 7,593.40 crore. Capital Expenditure during the year amounted to R 1,136.78 crore. CAPITAL & FINANCE: DEPOSITS: During the year under review, the Company allotted 16,38,898 equity shares of R 2/- each upon exercise The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies 53 Act, 2013. The Company does not have any unclaimed deposits as of date. All unclaimed deposits have been transferred to Investor Education & Protection Fund. in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IEPF Rules. DEPOSITORY SYSTEM: As the members are aware, the Company’s shares are compulsorily tradable in electronic form. As on 31st March 2018, 98.2% of the Company’s total paid up capital representing 1,37,61,98,681 shares are in dematerialized form. SEBI has proposed to prohibit transfer of shares in physical form. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND: The Company sends reminder letters to all shareholders, whose dividends are unclaimed so as to ensure that they receive their rightful dues. Efforts are also made by the Company in co-ordination with its Registrar to locate the shareholders who have not claimed their dues. During the year, the Company has transferred a sum of R 3,24,69,075 to Investor Education & Protection Fund (IEPF), the amount which was due & payable and remained unclaimed and unpaid for a period of seven years as provided in section 125 of the Companies Act, 2013 and the rules made thereunder. Despite the reminder letters sent to each shareholder, this amount remained unclaimed and hence was transferred. Cumulatively, the amount transferred to the said fund was R 20,41,00,830 as on March 31, 2018. Pursuant to SEBI circular dated April 20, 2018, the Company has sent communications to members whose dividends are unclaimed requesting them to provide/ update bank details with the RTA/Company, so that dividends paid by the Company are credited to the investor’s account on time. In accordance with the provisions of the Section 124(6) and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), the Company has transferred 12,88,543 equity shares of R 2 each (0.09% of total number of shares) held by 11,756 shareholders (1.25% of total shareholders) to IEPF. The said shares correspond to the dividend which had remained unclaimed for a period of seven consecutive years from the financial year 2009-10. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IEPF Authority The Company sends specific advance communication to the concerned shareholders at their address registered with the Company and also publishes notice in news papers providing the details of the shares due for transfer and for taking appropriate action. The shareholder/ claimant can file only one consolidated claim in a financial year as per the IEPF rules. All corporate benefits accruing on such shares viz. bonus shares, etc. including dividend shall be credited to IEPF. SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES: During the year under review, the Company subscribed to / acquired equity / preference shares in various subsidiary / joint venture companies. These subsidiaries include companies in financial services, power, defence and infrastructure sectors. The details of investments/ divestments in subsidiary companies during the year are as under: A) Shares acquired during the year: Name of the Company L&T Cassidian Limited L&T Finance Holdings Limited L&T Metro Rail (Hyderabad) Limited L&T MBDA Missile Systems Limited L&T Uttaranchal Hydropower Limited L&T Special Steels & Heavy Forgings Private Limited L&T Shipbuilding Limited Type of Shares Equity Equity Equity Equity Preference Shares Preference Shares Preference Shares No. of shares 13,000 10,78,10,899 14,47,84,161 25,500 18,98,00,000 47,50,80,000 61,83,29,988 B) Equity shares sold/transferred during the year: Name of the Company EWAC Alloys Limited (Note 1) L&T Cutting Tools Limited (Note 2) L&T Technology Services Limited (Note 3) Larsen & Toubro Infotech Limited (Note 3) L&T Devihalli Hassan Tollway Limited L&T Krishnagiri Walajahpet Tollway Limited Number of shares 8,29,440 68,000 4,68,292 10,56,363 100 2,600 Note: 1. The Company has sold its entire stake in EWAC Alloys Limited, a wholly owned subsidiary, to ESAB Holdings Limited. 54 2. The Company has sold its entire stake in L&T Cutting Tools Limited, a wholly owned subsidiary, to IMC International Metalworking Companies B. V. 3. The Company has sold shares of L&T Technology Services Limited and Larsen & Toubro Infotech Limited in the open market towards partly meeting its mandatory obligation to reduce promoter shareholding in these companies. C) Companies merged / demerged during the year: Spectrum Infotech Private Limited, a wholly owned subsidiary of the Company was merged with the Company. The Scheme of Amalgamation was approved by National Company Law Tribunal, Mumbai bench, vide order dated February 21, 2018, and by National Company Law Tribunal, Bangalore bench, vide order dated March 27, 2018. Appointed date was April 1, 2017 and effective date was May 10, 2018. D) Companies Struck off: provided as required under section 186 of the Companies Act, 2013 and Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in Note 37 and 38 forming part of the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy and the same has been uploaded on the Company’s website http:// investors.larsentoubro.com/Listing-Compliance.aspx. The Company has a process in place to periodically review and monitor Related Party Transactions. All the related party transactions were in the ordinary course of business and at arm’s length. The Audit Committee has approved all related party transactions for the FY 2017-18 and estimated transactions for FY 2018-19. During the year under review, the following companies applied to the Ministry of Corporate Affairs for strike off under the provisions of Companies Act, 2013: There were no materially significant related party transactions that may have conflict with the interest of the Company. Name of the Company L&T Cassidian Limited Seawoods Retail Private Limited Seawoods Realty Private Limited E) Performance and Financial Position of each subsidiary/associate and joint venture companies: A statement containing the salient features of the financial statement of subsidiary/associate/joint venture companies and their contribution to the overall performance of the Company is provided on pages 463 to 472 of this Annual Report. The Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(c) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same is placed on the website at http://investors.larsentoubro.com/Listing-Compliance. aspx. The Company does not have any material subsidiaries. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY: The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security STATE OF COMPANY AFFAIRS: The total income for the financial year under review was R 76,496 crore as against R 68,216 crore for the previous financial year registering an increase of 12%. The profit before tax from continuing operations including exceptional items was R 7,262 crore for the financial year under review as against R 6,758 crore for the previous financial year, registering an increase of 7%. The profit after tax from continuing operations including exceptional items was R 5,387 crore for the financial year under review as against R 5,454 crore for the previous financial year, registering a decrease of 1%. AMOUNT TO BE CARRIED TO RESERVE: The Company has not transferred any amount to the reserves during the current financial year. DIVIDEND: The Directors recommend payment of dividend of R 16 (800%) per equity share of R 2/- each (previous year R 14) on the share capital amounting to approx. R 2,600 crore (including DDT amounting to R 358 crore). The Dividend is based upon the parameters mentioned in the Dividend Distribution Policy approved by the Board of Directors of the Company which is in line with regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is annexed as Annexure ‘G’ forming a part of this Board Report and also 55 uploaded on the Company’s website at http://investors. larsentoubro.com/Listing-Compliance.aspx. 2014 are given in Annexure ‘C’ forming part of this Board Report. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT: Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Information as required to be given under Section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure ‘A’ forming part of this Board Report. RISK MANAGEMENT: The Risk Management Committee comprises of Mr. S. N. Subrahmanyan, Mr. R. Shankar Raman and Mr. Subramanian Sarma. Mr. S. N. Subrahmanyan is the Chairman of the Committee. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THE YEAR: Mr. Sushobhan Sarker, nominee of Life Insurance Corporation of India, resigned as Director of the Company on 2nd May, 2018. The Board places on record its appreciation of the contribution by Mr. Sarker as Director of the Company. The Board has appointed Mr. Hemant Bhargava as a Director in the casual vacancy pursuant to the resignation of Mr. Sushobhan Sarker with effect from 28th May 2018. Mr. Bhargava is the nominee of Life Insurance Corporation of India. As per the provisions of Section 161(4) of the Companies Act, 2013, Mr. Bhargava will hold office till the ensuing AGM and is eligible for appointment. Mr. Subramanian Sarma, Mrs. Sunita Sharma, Mr. A.M Naik and Mr. D. K. Sen retire by rotation at the ensuing AGM and being eligible offer themselves for re-appointment. The notice convening the AGM includes the proposal for appointment / re-appointment of Directors. The Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment and minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. Special resolutions for continuation of Mr. A. M. Naik as a Non-Executive Director, who has attained the age of 75 years, and for payment of remuneration to him which exceeds 50% of the total remuneration payable to all Non-Executive Directors taken together, forms part of the Notice being sent to the shareholders. A detailed note on risk management is given under financial review section of the Management Discussion and Analysis on pages 230 to 232 of this Annual Report. CORPORATE SOCIAL RESPONSIBILITY: The Corporate Social Responsibility Committee comprises of Mr. Vikram Singh Mehta, Mr. R. Shankar Raman and Mr. D. K. Sen. Mr. Vikram Singh Mehta is the Chairman of the Committee. The CSR policy framework is available on its website http://investors.larsentoubro.com/Listing-Compliance.aspx. A brief note regarding the Company’s initiatives with respect to CSR is given in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report. Please refer to Page 80 of this Annual Report. The disclosures required to be given under Section 135 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, The terms and conditions of appointment of the Independent Directors are in compliance with the provisions of the Companies Act, 2013 and are placed on the website of the Company http://investors.larsentoubro. com/Listing-Compliance.aspx. The Company has also disclosed on its website http:// investors.larsentoubro.com/Listing-Compliance.aspx details of the familiarization programs to educate the Directors regarding their roles, rights and responsibilities in the Company and the nature of the industry in which the Company operates, the business model of the Company, etc. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS: This information is given in Annexure ‘B’ - Report on Corporate Governance forming part of this Report. Members are requested to refer to pages 70 and 71 of this Annual Report. 56 AUDIT COMMITTEE: The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 73 to 75 of this Annual Report. COMPANY POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION: The Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the same are given in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 75 to 79 of this Annual Report. The Committee has formulated a policy on Directors’ appointment and remuneration including recommendation of remuneration of the key managerial personnel and other employees, board diversity, composition and the criteria for determining qualifications, positive attributes and independence of a Director. Nomination and Remuneration policy is provided as Annexure ’H’ forming part of this Board Report and also disclosed on the Company’s website at http://investors.larsentoubro.com/Listing-Compliance.aspx. The Committee has also formulated a separate policy on Board Diversity. DECLARATION OF INDEPENDENCE: The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from Independent Directors confirming that he/she is not disqualified from appointing/ continuing as Independent Director. The same are also displayed on the website of the Company http://investors.larsentoubro.com/Listing-Compliance.aspx. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. EXTRACT OF ANNUAL RETURN: As per the provisions of Section 92(3) of the Companies Act, 2013, an extract of Annual Return in Form MGT-9 is attached as Annexure ‘F’ to this Report. DIRECTORS’ RESPONSIBILITY STATEMENT: The Board of Directors of the Company confirms: a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the Annual Accounts on a going concern basis; e) The Directors have laid down an adequate system of internal financial control to be followed by the Company and such internal financial controls are adequate and operating efficiently; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively. ADEQUACY OF INTERNAL FINANCIAL CONTROL: The Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended 31st March 2018, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weakness exists. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and/or improved controls wherever the effect of such gaps would have a material effect on the Company’s operations. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, DIRECTORS AND CHAIRMAN: The Nomination & Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, committees and individual directors has to be made. All 57 Directors responded through a structured questionnaire giving feedback about the performance of the Board, its Committees, Individual directors and the Chairman. For the year under review, the questionnaire was modified substantially, based on the comments and suggestions received from Independent Directors. During the previous year(s) an external consultant was engaged to receive the responses of the Directors and consolidate/ analyze the responses. Based on the experience gained, during the current year, the same external consultant’s IT platform was used from initiation and till conclusion of the entire board evaluation process. This ensured that the process was transparent and independent of involvement of the Management or the Company’s IT system. This has enabled unbiased feedback. The Board Performance Evaluation inputs, including areas of improvement, for the Directors, Board processes and related issues for enhanced Board effectiveness were discussed in the meeting of the Independent Directors held on April 5, 2018 and in the subsequent Meetings of Nomination and Remuneration Committee and the Board. DISCLOSURE OF REMUNERATION: The details of remuneration as required to be disclosed under the Companies Act, 2013 and the rules made thereunder, are given in Annexure ‘D’ forming part of this Board report. The information in respect of employees of the Company required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, is provided in Annexure ‘I’ forming part of this report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company. This has been widely disseminated. During the year two complaints were received under the Act which have been investigated and disposed off after complying with due process. Awareness workshops/training programmes are conducted across the Company to sensitize employees to uphold the dignity of their colleagues at work place specially with respect to prevention of sexual harassment. OTHER DISCLOSURES: zz ESOP Disclosures: There has been no material change in the Employee Stock Option Schemes (ESOP schemes) during the current financial year. The ESOP Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 (“SBEB Regulations”). The disclosures relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the rules made thereunder and the SBEB Regulations together with a certificate obtained from the Statutory Auditors, confirming compliance, is provided on the website of the Company http://investors.larsentoubro. com/Listing-Compliance.aspx. A certificate obtained from the Statutory Auditors, confirming compliance with the Companies Act, 2013 and the SBEB Regulations is also provided in Annexure ‘B’ forming part of this Report. Corporate Governance: Pursuant to Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance, is provided in Annexure ‘B’ forming part of this Report. Integrated Reporting: Pursuant to SEBI Circular on Integrated Reporting, the Company shall be voluntarily complying with the requirements of the Integrated Reporting Framework and shall release its integrated report on its website www.larsentoubro.com. zz zz COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS: zz The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. Statutory Compliance: The Company complies with all applicable laws and regulations, pays applicable taxes on time, takes care of all its stakeholders, ensures statutory CSR spend and undertakes sustainable activities. PROTECTION OF WOMEN AT WORKPLACE: VIGIL MECHANISM: The Company has formulated a policy on ‘Protection of Women’s Rights at Workplace’ as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act’). As per the provisions of Section 177(9) of the Companies Act, 2013 (‘Act’), the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns. 58 The Company has a Whistle-blower Policy in place since 2004 to encourage and facilitate employees to report concerns about unethical behaviour, actual/ suspected frauds and violation of Company’s Code of Conduct or Ethics Policy. The Policy has been suitably modified to meet the requirements of Vigil Mechanism under the Act. The policy provides for adequate safeguards against victimisation of persons who avail the same and provides for direct access to the Chairperson of the Audit Committee. The Audit Committee of the Company oversees the implementation of the Whistle-Blower Policy. The Company has disclosed information about the establishment of the Whistle Blower Policy on its website http://investors.larsentoubro.com/corporategovernance. aspx. During the year, no person has been declined access to the Audit Committee, wherever desired. Also see pages 81 and 82 forming part of Annexure ‘B’ of this Board Report. BUSINESS RESPONSIBILITY REPORTING: As per Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a separate section on Business Responsibility Reporting forms a part of this Annual Report (refer pages 19 to 38). the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and prepared in accordance with the applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard. The Auditors report to the shareholders does not contain any qualification, observation or adverse comment. SECRETARIAL AUDIT REPORT: The Secretarial Audit Report issued by M/s. S. N. Ananthasubramanian & Co., Company Secretaries is attached as Annexure ‘E’ forming part of this Board Report. The Secretarial Auditor’s report to the shareholders does not contain any qualification or reservation. AUDITORS: In view of the mandatory rotation of auditors’ requirement and in accordance with the provisions of Companies Act, 2013, M/s. Deloitte Haskins & Sells LLP were appointed as Statutory Auditors for a period of 5 continuous years from the conclusion of 70th Annual General Meeting (AGM) till the conclusion of 75th Annual General Meeting of the Company. The Company has been one of the first engineering and construction companies in India to publish its report on Corporate Sustainability. The Sustainability Report encompasses areas such as Corporate Governance, Stakeholder Engagement, People Performance, Environment Performance and Social Performance. Aspects relating to human rights & labour practices, employee development, occupational health and safety culture, supply chain management, environmental management, development of green products and services portfolio, initiatives with respect to energy, renewable energy, water, air emission, etc. are covered in the Sustainability Report. The requirement to place the matter relating to appointment of Auditor for ratification by members at every AGM is done away with vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the AGM held on September 9, 2015. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI. The detailed Corporate Sustainability Report for 2016-17 is also available on the Company’s website http://www. larsentoubro.com/corporate/sustainability.aspx. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future. CONSOLIDATED FINANCIAL STATEMENTS: The Auditors have also furnished a declaration confirming their independence as well as their arm’s length relationship with the Company as well as declared that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process. The Auditors attend the Annual General Meeting of the Company. Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of Also see pages 82 and 83 forming part of Annexure ‘B’ of this Board Report. 59 REPORTING OF FRAUD: The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013. COST AUDITORS: Pursuant to the provisions of Section 148 of the Companies Act, 2013 and as per the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Board, on the recommendation of the Audit Committee, at its meeting held on 28th May 2018, has approved the appointment of M/s R. Nanabhoy & Co., Cost Accountants as the Cost Auditors for the Company for the financial year ending 31st March, 2019 at a remuneration of R 11.75 lakhs. The Report of the Cost Auditors for the financial year ended 31st March 2018 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period. A proposal for ratification of remuneration of the Cost Auditor for the financial year 2018-19 is placed before the shareholders. ACKNOWLEDGEMENT Your Directors take this opportunity to thank the customers, supply chain partners, employees, Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners / Associates. For and on behalf of the Board A. M. Naik Group Chairman (DIN: 00001514) Date : 28th May 2018 Place : Mumbai 60 Annexure ‘A’ to the Board Report Information as required to be given under Section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014. [A] CONSERVATION OF ENERGY: zz zz Transformer made off through proper utilization as per load and saving of no load losses of transformer Installation of Occupancy Sensors and time switches with switching mechanism for Shop Offices ACs and Lights at VHEW (i) Steps taken or impact on conservation of energy: zz zz zz zz zz zz zz zz zz zz zz zz zz Decentralizing Air Compressor System at Kansbahal Works Deployed power reduction tool in all Desktop’s and Laptop’s in Vadodara and at all project sites Installing censors in welding machines to identify consumption of electricity Vaporization of liquefied LPG from cylinders in galvanizing plant Replacement of the electrical heating coil vapourizer typically used with heater less hot water vapourizer in TLT factory Deployment of bucket crushers to recycle the excavated boulders and rocks for re-use as aggregates in concrete production Implemented eco-friendly direct heating system instead of Thermic fluid heating system and reduced the LPG consumption Introduced the forced natural Evaporator for treating the RO reject water and achieved Zero discharge Implementation of Cogged belt drive instead of V belt in Line 2 Dust collection system which reduced the speed loss and pulley modified which reduced the power cost Replacement of conventional MH Lamps and fluorescent tube lights by LED lamps in working areas at office and projects as well as for street lights Use of HF Generator Auto ON/OFF system implemented at Hazira Change in Big Rolling Machine Pumps operation sequence and switched off 3 pumps during auxiliary operation zz Use of Electrical Preheating instead of NG Preheating by temp control panels at Hazira Identification of Compressed air Leaks through Ultrasonic Leak detection system and arrest them in various shops at VHEW Energy saving in Air conditioning by setting the temperature at 26 degree Celsius and Magnetic resonators were installed at Heat treatment Furnace to increase fluidization of NG gas at Hazira Surrendering excess electricity contract demand of process for Powai and reduction from 7000KVA to 4990KVA Up-gradation of Chuck motor in Facing lathe and Ravensberg machine at Powai by providing VFD Drives Introduction of Auto ON-OFF Timer for streetlight Operation as per Day Light and switching off basement parking lights and ventilation fan during weekends Installed advanced zinc recovery system yielding much higher reusable zinc from zinc ash in the TLT factories zz zz zz zz zz zz Use of Flood light LED and power efficient Metal Halide lamps instead of Halogen in campuses zz Retrofitting of LED fixtures in place of CFL Fixtures zz zz zz zz zz zz Conducting “Save Electricity” campaign conducted on campus Installation of motion sensors at floor areas to reduce the overall electricity consumption Replacing existing aged inefficient Split AC units with energy efficient units Utilization of Chiller for HVAC System – Campus FMD initiated and control the chiller running hour for HVAC need during holidays and extended working hours Remote monitoring of Generator sets for reducing the idling time Implemented hygienic handling of digitized fuel browser 61 zz Dedicated team for monitoring the lighting system and staff trained for preventing excessive usage of power at Steel Service Center, Pudupakkam zz zz Feasibility for infrared heating to be explored and implemented for heating operation IOT projects for ESSC, SAW and nozzle welding process to save energy and reduce cycle time zz Initiative has been taken for replacement of Air Cooled Chiller with Water Cooled Chiller. (ii) Steps taken by the Company for utilizing alternate sources of energy: zz zz zz zz zz Shift towards usage of windmill power in the place of State Electricity Board at Kanchipuram factory Use of heat of last charge in furnace by installing plate rolling process flow improvement for KNPC Al-zour Use of local heat treatment by PID controller based system Implementation of NUB welding by GMAW process to reduce weld deposition Installation of induction bending machine at Hazira zz Installing Solar panels on Rooftop zz Solar Panels installed at project sites zz Power generation through Solar Roof top PV installation. (Campus all building roof top has covered). (iii) Capital investment on energy conservation equipments: zz Energy conservation in Air handling units zz zz zz zz zz To replace old welding machines with new machines with inverter technology to reduce no load loss and overall consumption Use of 250 kVA UPS for furnace to reduce diesel consumption of DG set for uninterrupted power supply Replacement of existing 400W MH lamps with 200W LED lamps for highbay lighting in HE East & West shops Energy conservation through entering into LOI with Tata Power Trading Company for 10 MW Wind Power Supply through Open Access Use of grid supply for LSR to replace DG set hiring and running cost thereby saving diesel consumption zz Installation of PFS Furnace Automation at Hazira. The measures taken have resulted in savings in cost of production, power consumption and processing time at all locations. [B] TECHNOLOGY ABSORPTION: (i) Efforts made towards technology absorption: zz zz zz zz zz zz zz zz zz zz Installed solar-based pump system instead of conventional pumps in a solar project site Developmental studies undertaken on special conventional and geo-polymer concrete mixes for 3D concrete printing Developmental studies done on coloured asphalt concrete mixes using synthetic binders for parking bays, parks, internal roads, pedestrian bays etc. Conducted design and developmental studies on 3D robot machine for construction industry and in-house mobile Concrete Maturity equipment Conducted studies on influence of pozzolanic materials on thermal hydration applicable for mass concrete foundations Conducted laboratory scale model studies through IOT techniques to monitor the remote functioning of cooling towers pumps, quantity of flow and temperature of chilled water, and humidity and also solar panels power projects – ambient temperature, radiation, panel axis position Designed and developed concrete mixes using recycled concrete aggregates Demonstrated waterless automatic module cleaning system in rooftop solar installations in our campuses Installed solar power system with bifacial PV modules and tracking technology for increased power generation Installed GPS tracking in conveyance vehicles and trucks to optimize travel distance, travel time and idling time zz Manufacturing latest technology products in material handling equipment namely Tandem 62 Tippler, Zinc ore Beneficiation, Sand Separation by air classifier, models of semi-mobile skid mounted crushing unit (with Feeder Breaker, Roll Crusher & Impactor) Designed and commissioned single flight pipe conveyors of Diameter 425 mm, regenerative conveyors, roll improved with segmented design, maintenance vehicle above the Pipe Conveyor, improved segmented design of roll and surface miner Introduced New Product Intensity (NPI) index which measures the sales of products introduced in the market in last five years to the total sales in the financial year Development of various new products in the power distribution and motor control sector namely were higher rating Air break & Vacuum contactors, DY125U 4 Pole MCCB, Electronic trip Unit - SR 18G with enhanced features, S-Line Copper Busways and S-Line Aluminum Busways for lower (250A) ratings, Ti-APFC panel as per IEC61291, APFC relay Development of new, cost-optimized meter platforms that offer better features, development and integration of modules to facilitate remote communication of meter data over Radio / GSM and development of Energy Meters, Pre-Paid Meters, Smart Meters, Protective Relays and Panel Meters Developed Smart and Pre-paid meter where each and every instance in power distribution will be recorded Development of different communication modules based on communication technologies in our 1 Ph & 3 Ph Whole Current & Smart Meters Introduction of Outdoor Cabinets for Telecom Segment, Utilities segment were Feeder Pillars & Front RMU with FRTU, Sub-Main Distribution Board (SMDB), local RMU manufacturing & new variant to its GIS (Gas insulated switchgear) Family Introduction of FPGA (Field programmable gate array devices) in Drive Development, design approach for product development using target link from dSpace Introduction of 72”Hydraulic Tire Curing Press, Guide Light System, Ply Inflator, Bladder Painting Machine, Lube Sprayer, Flap Press, Reel Winder, zz zz zz zz zz zz zz zz zz Mixing Mills, Mould Pre Heater, Parallel un-loader and Rack & Pinion unloader zz Introduction of 10-19” Two Wheeler Tire Building Machine, 25” OTR Tire Building Machine, Tyre Inspection Machine, GT Robot and Higher stroke Integrated BCM with bottom SMO zz Implemented Mobile based Inspections and BIM - 3D Modelling software for projects zz Deployment of analytics for Lead enhancement zz zz zz zz zz zz zz zz zz zz zz Development of portable plate load test set up for quick site exploration studies to determine the bearing capacity of soil stratum Production of in-house Rapid Chloride Penetration Test (RCPT) apparatus to determine the durability of concrete and supply to project sites Development of in-house Energy Absorption testing set up to evaluate the adequacy of fibre reinforced shotcrete for tunnels Implementation of MIG welding in place of SMAW welding Development & implementation of Robotic GMAW for Reactor Internals (Distribution & catalyst supporting beams) Installation of diffusers and blowers in wastewater treatment plants instead of conventional surface aerators Use of photoelectric sensors for lighting control in Integrated Urban utilities Project / Industrial Township Project Establishment of Robotic GMAW for FCCU Cyclones & Nozzle Joints Development of Tube to tube welding special purpose machine for ATVP Steam Generator Execution of Stellite#6 hard facing weld overlay (multi-layer) for Valero Canada Swirl tube assemblies Implementation of online weld consumables baking/holding oven temperature monitoring & inventory management system (IoT) and online system for monitoring of critical machine utilization zz Development of ATVP SG Titanium Tube coiling special purpose machine 63 zz zz zz zz zz zz zz zz zz zz zz zz zz zz Process development for making triangular holes on baffles of Once through Reactor Development of IoT based Saw station and IR heating systems for shell circ-seam welding and IoT based shell ESSC station Development on new station for semi-automatic GMAW overlay of nub and TSR and special welding system for skin TC pad buttering Development of HPT cycle automation through scada based system for P80 project Development of In-situ system for RTJ groove for IOCL exchangers and control mechanism for dished end pressing Development of Weld Overlay by Cold Metal Transfer (CMT) process and Robotic Dished End Liner Groove buttering for Urea Equipment Indigenization for Carbon Steel SAW consumables and Welding Technology Development Development of Orbital TIG Welding of Maraging Steels for Defence Applications Establishment of Laser Projection Technology (LPT) for the setup of internal and external components on shells and Laser Scanning for the virtual set up of two mating parts in shells/sections Establishment of Reverse Engineering by the laser scanning technique Digitization of NABL laboratory quality management system Application of recycled materials and geo- polymer concrete in roads and building structures Implementation of innovative pavement solutions and performance evaluation studies at Kanchipuram campus Conducted studies on sprayed fire-resistive material applied to structural members, suitability of proximity switches used in nuclear reactors, influence of aging asphalt on resilient modulus of asphalt concrete, influence of polymer modified asphalt binders on force ductility, 3D concrete applications, maturity models in concrete, fatigue behavior welded steel members, lightweight form work applications, continuous flight auger pile and industrial treated waste water processing methods zz Development of pods using light weight concrete zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz Development of interface constants for rock masses and shotcrete Developed evaluation methods for geosynthetic products Development of automatic ring collecting system in lower Dia machine Installation of solar lighting system in raw material yard Installation of the rotary limit switch and additional safety device (emergency control Device) in EOT Crane Purchase of Scrap Strengthening Machine to reduce the Lower dia Scrap Develop the Offcut area Dia wise to utilize the proper utilization of offcut & reduce the Scrap Percentage Indigenously implemented the M75 Grade Self- Compacting Concrete for the first time in India in Pylons of Extradosed Bridge – Barapullah Implemented ‘Base Grouting’ and Strand Jack Erection Methodology -MTHL Successful completion of Temperature controlled concrete (M45 Grade) of Single largest pour 7232Cum < 23ºC within 94 hrs. first time in DAE and achieved the all quality & specification requirements also used the 750 MT of ice from inside & outside meeting the stringent chloride requirements – Kalpakkam Installation of PLC controlled “Auto Mode” Plant and Office Lighting Tagging of pre-cast segments for easier identification and later usage Use of RFID and LoRA technologies to track worker to measure efficiency and productivity Installation of fuel meters and other sensors to track vehicles and measure their idle time, working time and productivity Installation of Fuel sensors to monitor the fuel consumption and optimize its usage Installation of grid power system to save electricity Barrette Pile Reinforcement Embedment Depth inside the Base Slab for Thousand Light & LIC under ground station 64 zz zz zz zz zz zz zz zz zz zz zz zz Biological Nutrient Removal processes are recommended by recent guidelines of CPHEEO to prevent excess plant nutrients from wastewater Inclusion of polyelectrolyte in flocculation zone of High Rate Solid Contact Clarifier (HRSCC) in Sagardighi PWS 2 which combines mixing, coagulation, flocculation, liquid/solid separation, sludge recirculation/ withdrawal in one unit and effective floc formation Implementation of Ultrafiltration system which is capable of producing a total filtrate flow and Reverse Osmosis (RO) & Mixed Bed (MB) system in Sagardighi PWS 2 Installed new Reverse Osmosis plant and reusing the STP/ETP water which reduced the paint shop water consumption Developed the 16mm Dia - 240mm circular rings to Ford Site, reused from Scrap bar & end pits to 8mm - 110mm Hooks to Residential Project – CNCL Introduced the rejection rework manual strengthening bench and the Laminated Colour Tag for Identification purpose Designed and commissioned the Smart Pole for Vishakhapatnam Smart City with CCTV Cameras, Public Address System, Emergency Call Boxes, Wi-Fi Access Points and Environmental Sensors Developed an integrated state of the art ICCC Platform solution with the Smart Elements for Pune Smart City Successfully integrated the Emergency response System with the existing Mumbai CCTV Surveillance System Developed and tested an indigenous solution for “Smart Bin Management” using advanced video analytics on CCTV camera to alert the crew for waste collection Introduction of RTSP (Real Time Streaming Protocol) feature on the Devices to get Video and Data Streams for identifying vehicles travelling over the legal speed limit from multiple cameras Creation of “ProdoSpec” application to optimize the activities of operations, supply chain, technical team involved in choosing a product/ solution that fits to the project requirement zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz Implementation of Reinforced Soil Wall System in CTP 2 in the DFCC Project Completed construction of 71m high Reinforced Soil Slope System at Kannur International Airport Usage of high quality and high performance anti-stripping agent in bituminous layers Implementation of Concrete Infilled Geocell System for Lined Drains in ULEP Utilization of Drainage Geocomposite as an alternative to conventional filter media in Retaining Systems Usage of flexible pavement overlay design using data from Falling Weight Deflectometer (FWD) Implementation of BIM for ongoing projects – Dholera Smart City, Auric Bidkin Industrial Area, BIAL and Mauritius Metro Express Project Inclusion of 3D-Biaxial Geogrids in Railway Embankment for blanket layer reduction with the approval of RDSO Application of Finite Element Analysis (FEA) for in-house design of Cantilever Assembly with capacity to supply traction power for running double stack containers for WDFC projects Zinc ore Beneficiation process technology has been fully absorbed & indigenized while executing the project for Mine 3 Tandem Tippler technology has been fully absorbed Development of various models of semi-mobile skid mounted crushing unit (with Feeder Breaker, Roll Crusher & Impactor) to meet specific applications for crushing Indigenized the technology for Sand separation by air classifier Development of Mobile Crushing Plant with Roll Crusher Designed and manufactured high capacity (8400 TPH) and bigger Boom Length (58m) Stacker cum Reclaimer In-house designed and commissioned the Single Flight Pipe Conveyors of Dia 425 mm with a length of 2.56 km 65 zz In-house designed and indigenized Maintenance Vehicle above the Pipe Conveyor which reduces the requirement of walkway galleries zz Improvement in the design of roll for better service life of Roll Crusher. (ii) Benefits derived like product improvement, cost reduction, product development or import substitution: zz Mitigating to 3D systems from 2D Grade Control Systems in phased manner zz zz zz zz zz zz zz zz zz zz Received an award for “Use of High Volume Fly Ash Pre-Stressed Concrete in Nuclear Reactor Dome Construction” to the Main Plant Package of Kakrapar Nuclear Power Project 3 & 4 from Indian Concrete Institute under the category of “Innovative application of special concrete” Innovation initiative with technological university in treatment process design for the development of Sequential Batch Biofilm Reactor (SBBR) for municipal wastewater treatment Fuel distribution wastage avoided by implementing hygienic handling of digitized fuel browser Implementation of mobile app based solution resulted in savings in usage of paper Installation of Single Stage Centrifuge for low power consumption factor, which yields a saving of 10% power for Blower Unit of Larger Capacity Wastewater Treatment Plants Obtained patent for 20 years by IP-India for Concrete Heavy Duty Rheometer was granted patent Developed a new resurfacing technology for bridge decks with light weight concrete, geotextiles and asphalt concrete Implemented optimized pavement overlay solution by LTCRTC and optimization of conventional concrete mixes for foundation structures for various PTD project sites Introduction of Fixed-Bed Biofilm Activated Sludge in Bhatpara wastewater Treatment Plant Introduction of grid tied solar plant which powers the production plants ie. batching plants and crushers 66 zz zz zz zz zz zz zz zz zz zz zz zz zz zz Improving the aesthetics of the roads and implementation advanced new material technologies Development of in-house RCPT apparatus has been robust and eco-friendly Application of advanced shotcrete technology in tunnel construction Development of Eco-friendly concrete mixes with waste materials Improved cycle time due to Short Line Mould Precast segment production Rebar lifter usage over manual handling has reduced Work at Height New models of High Proportion and systems Concrete mix design were introduced - High Performance Concrete The 1st batch of Bridge Engineering programme was successfully completed by HCI IC in association with VIT Chennai Economical and cost effective piles in solar projects which saves time Cost Optimization by reinforcing Soil Wall system in economical by 10-15% instead of conventional RCC retaining walls Usage of high performance anti-stripping agents resulted into better Long-term Durability of Flexible Pavement and high resistance to moisture Usage of geocell system for lined drain in lieu of reinforced concrete lined drain/stone pitching and drainage geocomposite in retaining wall application has been simple, faster to execute and cost effective Bigger model of Surface Miner for higher productivity and cost reduction Usage of FWD in overlay design provides a realistic assessment of the strength of existing pavement and thereby provides appropriate overlay design resulting in long-term performance of pavement zz In-house designed, developed and commissioned the regenerative Conveyors which produces energy on downward slope (iii) Information regarding technology imported during the last 3 years: S. No. Technology Imported Flue Gas Desulphuri- zation Year of Import 2016 a) b) UV disinfection system 2015 2016 2017 Status of absorption & reasons for non-absorption, if any Absorption has been initiated in FY 2016-17. Its completion is linked with the completion of the first project where L&T Power would install FGDs. Absorbed successfully in the 2 MLD President estate STP. Implementing for the India’s largest gravity channel UV disinfection system in 120 MLD Varanasi STP. Implementation of Ultra Violet (UV) disinfection system for secondary treated wastewater. This is preferred over the conventional chlorination system which has harmful side effects due to the presence of carcinogens in residual chlorine. c) Vortex Grit Removal in Sewage Treatment Plant 2015 Absorbed successfully in the 2 MLD STP at President’s Estate, New Delhi. 2016 Works for the 5 new pumping stations of Greater Colombo project is in progress. It is the first of its kind to be installed in India for sewage application. It operates on VORTEX Principle where the grit removal happens by tangential Centrifugal force. Grit removal efficiency is about 95 %. The major advantage of this system is that they occupy less area and thus leads to easy maintenance. This is preferred over the conventional grit removal system for its high grit removal efficiency and compactness. S. No. Technology Imported Year of Import 2017 d) Constructed Wetland 2015 2017 e) MBR (Membrane Bioreactor) Technology 2018 f) Magnetic Field Analysis for Under- ground 220kV Power cables inside Power Duct Status of absorption & reasons for non-absorption, if any Fully absorbed this technology and are implementing the same with other projects like 318 MLD WWTP at Coronation Pillar, DJB – Cluster STPs. Absorbed successfully in 2 MLD STP at President Estate. Ready for complete in-house implementation in future projects as required. Constructed Wetland is a controlled natural wastewater treatment system where physical, biological processes polishes the secondary treated wastewater to remove fine solid content in a single unit. Waste water flows horizontally through the roots of Phragmites and Cattail (Typha) plants in the process. Implementing MBR Technology for 11 MLD STP and 13 MLD CETP for BIDKIN Infrastructural Development Project. Major advantage of MBR Technology includes the production of high quality effluent suited to be discharged to the surface water or to be utilized for urban irrigation. Further, it also offers small footprint, easy retrofit and upgrade of old wastewater treatment plants. Electromagnetic Field for Underground Cables inside Power Duct with different level depths for Amaravati Projects has been done and analyzed which henceforth concluded with a satisfactory result, Field Strength being under the acceptable electromagnetic pollution limit set to protect health of the public. 67 S. No. Technology Imported Year of Import Status of absorption & reasons for non-absorption, if any (iv) Expenditure incurred on Research & Development: v crore 2017-18 6.80 187.86 194.66 0.26% 2017 Indigenized Rubber Processing Machines by designing, developing specifications and adapting to International customers’ needs. Capital Recurring Total Total R&D expenditure as a percentage of total turnover [C] FOREIGN EXCHANGE EARNINGS AND OUTGO: 2017 Enhancing the demonstration capabilities for the civil components viz., track, embankment, bridges, drain, retaining wall, etc. Foreign Exchange earned Foreign Exchange saved / deemed exports Total Foreign Exchange used v crore 2017-18 16350.80 1348.48 17699.28 15277.89 g) h) Unistage Tire Building machine passenger- 12-17 and Electrical Platen Heating System 3D Virtual Reality Model in CTP-14 68 Annexure ‘B’ to the Board Report A. CORPORATE GOVERNANCE Corporate Governance is a set of principles, processes and systems which govern a company. The elements of Corporate Governance are independence, transparency, accountability, responsibility, compliance, ethics, values and trust. Corporate Governance enables an organization to perform efficiently and ethically generate long term wealth and create value for all its stakeholders. The Company believes that sound Corporate Governance is critical for enhancing and retaining investor trust and your Company always seeks to ensure that its performance goals are met accordingly. The Company has established systems and procedures to ensure that its Board of Directors is well informed and well equipped to fulfill its overall responsibilities and to provide management with the strategic direction needed to create long term shareholders value. The Company has adopted many ethical and transparent governance practices even before they were mandated by law. The Company has always worked towards building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance. B. COMPANY’S CORPORATE GOVERNANCE PHILOSOPHY The Company’s essential character revolves around values based on transparency, integrity, professionalism and accountability. At the highest level, the Company continuously endeavors to improve upon these aspects on an ongoing basis and adopts innovative approaches for leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resources to take the Company forward. C. THE GOVERNANCE STRUCTURE The Company has four tiers of Corporate Governance structure, viz.: (i) Strategic Supervision – by the Board of Directors comprising the Executive, Non-Executive Directors and Independent Directors. (ii) Executive Management – by the Corporate Management comprising of the, Chief Executive Officer and Managing Director, 5 Executive Directors and 1 Non-Executive Director. (iii) Strategy & Operational Management – by the Independent Company Boards of each Independent Company (IC) (not legal entities) comprising of representatives from the Company Board, Senior Executives from the IC and independent members. (iv) Operational Management – by the Business Unit (BU) Heads. The four-tier governance structure, besides ensuring greater management accountability and credibility, facilitates increased autonomy to the businesses, performance discipline and development of business leaders, leading to increased public confidence. D. ROLES OF VARIOUS CONSTITUENTS OF CORPORATE GOVERNANCE IN THE COMPANY a. Board of Directors (the Board): The Directors of the Company are in a fiduciary position, empowered to oversee the management functions with a view to ensuring its effectiveness and enhancement of stakeholder value. The Board also reviews and approves management’s strategic plan & business objectives and monitors the Company’s strategic direction. b. The Group Chairman (GC): The GC is the Chairman of the Board. His primary role is to provide leadership to the Board and guidance and mentorship to the CEO & MD and Executive Directors for realizing the approved strategic plan and business objectives. He presides over the Board and the Shareholders’ meetings. c. Executive Committee (ECom): The ECom provides a company-wide operations review and plays a key role in strengthening linkages between the ICs and the Company’s Board, as well as in rapidly realizing inter-IC synergies. In addition, the ECom deliberates upon strategic issues that cut across ICs and Corporate. The agenda includes: zz zz Review of major order prospects (Standalone/Group) “Integrated offerings” Review of CSR activities of the Company 69 zz zz zz zz zz zz Review of consolidated financials including working capital, cash flow Review of Monthly / Quarterly / Yearly financial performance Review of Revenue, Capital & Manpower Budget Review and discuss strategic issues which impact the entire organization, viz., i. ii. iii. HR Update/ Talent Management iv. Digitalization & Analytics initiatives Approval of common policies Sharing of best practices, etc. International business expansion IC synergies d. The Chief Executive Officer and Managing Director (CEO & MD): The CEO & MD is fully accountable to the Board for the Company’s business development, operational excellence, business results, people development and other related responsibilities. e. Executive Directors (ED) / Senior Management Personnel: The Executive Directors, as members of the Board, along with the Senior Management Personnel in the Executive Committee, contribute to the strategic management of the Company’s businesses within Board approved direction and framework. They assume overall responsibility for strategic management of business and corporate functions including its governance processes and top management effectiveness. f. Non-Executive Directors (NED) / Independent Directors: The Non-Executive Directors / Independent directors play a critical role in enhancing balance to the Board processes with their independent judgment on issues of strategy, performance, resources, standards of conduct, etc., besides providing the Board with valuable inputs. g. Independent Company Board (IC Board): As a part of Lakshya 2016, the Company decided to have Hybrid Holdco Structure. Accordingly, 10 Independent Companies (ICs) were created. During the process of evolving Lakshya 2021, the structure was reviewed and it was decided to continue with the IC structure with modified mandate. The Company has already implemented the new mandate given by the Board and currently we have 9 ICs. Needless to mention that the IC structure has enabled the Company to empower people and achieve substantial growth in their businesses. Since 1999, developing and implementing five- year strategy plan is a regular process followed by the Company. This process called Lakshya has helped the Company to achieve its growth aspirations and created value for all stakeholders. The strategic plan for the period 2016 – 2021 named Lakshya 2021 was developed and approved by the Board at its meeting held in May 2016. E. BOARD OF DIRECTORS a. Composition of the Board: The Company’s policy is to have an appropriate mix of Executive, Non-Executive & Independent Directors. As on 31st March 2018, the Board comprised of the Group Chairman, the Chief Executive Officer & Managing Director, 5 Executive Directors, 4 Non-Executive Directors (3 representing financial institutions), and 11 Independent Directors. The composition of the Board, as on 31st March, 2018, is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. b. Meetings of the Board: The Meetings of the Board are generally held at the Registered Office of the Company at L&T House, Ballard Estate, Mumbai 400 001 and whenever necessary, in locations, where the Company operates. The Meetings of the Board have been held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the year under review, 6 meetings were held on 6th April 2017, 7th April 2017, 29th May 2017, 28th July 2017, 11th November 2017 and 31st January 2018. The Independent Directors met on 5th April 2018 to discuss, interalia, the performance evaluation of the Board, Committees, Chairman and the individual Directors. 70 The Company Secretary prepares the agenda and the explanatory notes, in consultation with the Group Chairman / Chief Executive Officer & Managing Director and circulates the same in advance to the Directors. Every Director is free to suggest inclusion of items on the agenda. The Board meets at least once every quarter, inter alia, to review the quarterly results. The Company also provides Video Conference facility, if required, for participation of the Directors at the Board/Committee Meetings. Additional Meetings are held, when necessary. Presentations are made on business operations to the Board by Independent Companies / Business Units. Senior management personnel are invited to provide additional inputs for the items being discussed by the Board of Directors as and when necessary. The respective Chairman of the Board Committees apprise the Board members of the important issues and discussion in the Committee meetings. Minutes of Committee meetings are also circulated to the Board. The Minutes of the proceedings of the Meetings of the Board of Directors are noted and the draft minutes are circulated amongst the Members of the Board for their perusal. Comments, if any, received from the Directors are also incorporated in the Minutes, in consultation with the Chairman. The minutes are approved and entered in the minutes book within 30 days of the Board meeting. Thereafter, the minutes are signed by the Chairman of the Board at the next meeting. The following is the composition of the Board of Directors as on 31st March 2018. The Directors strive to attend all the Board / Committee meetings. Their attendance at the Meetings during the year and at the last Annual General Meeting is as under: Name of Director Category Meetings held during the year Attendance at last AGM Mr. A. M. Naik # Mr. S. N. Subrahmanyan ^ Mr. R. Shankar Raman Mr. Shailendra Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J. D. Patil @ Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Sushobhan Sarker (Note 1) $ Mr. Adil Zainulbhai Mr. Akhilesh Gupta Mrs. Sunita Sharma (Note 1) Mr. Thomas Mathew T. Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta (Note 2) * Meetings held during the year are expressed as number of meetings eligible to attend. Note: 1. Representing equity interest of LIC GC CEO & MD ED ED ED ED ED ID ID ID ID NED ID ID NED ID ID NED ID ID ID NED 6 6 6 6 6 6 3 6 6 6 6 6 6 6 6 6 6 6 6 6 6 3 No. of Board Meetings attended 6 6 6 6 5 6 3 6 6 5 4 6 5 6 3 6 6 6 6 6 6 2 YES YES YES YES YES YES YES YES YES NO YES YES NO NO NO YES YES YES YES YES YES NO 2. Representing equity interest of SUUTI * - appointed as a Director w.e.f. 1st July 2017 # - Non-Executive Chairman w.e.f. 1st October, 2017 ^ - CEO & MD w.e.f. 1st July, 2017 @ - appointed as a Director w.e.f. 1st July 2017 $ - Has subsequently resigned as a Director of the Company w.e.f 2nd May 2018 GC – Group Chairman ED – Executive Director ID – Independent Director 1. None of the above Directors are related inter-se. 2. None of the Directors hold the office of director in more than the permissible number of companies under the Companies Act, 2013 or Regulation 25 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. CEO & MD – Chief Executive Officer & Managing Director NED – Non-Executive Director 71 As on 31st March 2018, the number of other Directorships & Memberships / Chairmanships of Committees of the Board of Directors are as follows: Name of Director Mr. A. M. Naik Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J. D. Patil Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Sushobhan Sarker Mr. Adil Zainulbhai Mr. Akhilesh Gupta Mrs. Sunita Sharma Mr. Thomas Mathew T. Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta No. of other company Directorships 4 3 8 9 2 1 3 8 2 4 7 1 7 0 1 4 1 1 4 6 9 1 No. of Committee Membership 0 2 4 1 0 0 0 3 1 5 2 1 2 0 0 3 2 0 5 3 2 0 No. of Committee Chairmanship 0 0 0 0 0 0 0 5 0 3 1 0 5 0 1 0 0 0 0 2 4 0 zz Other Company Directorships include directorships in all entities whose securities are listed and unlisted public companies and excludes unlisted private limited companies, foreign companies and Section 8 companies. zz The details of Committee Chairmanships / Memberships are disclosed as per Regulation 26 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. c. Information to the Board: The Board of Directors has complete access to the information within the Company, which inter alia includes - zz Annual revenue budgets and capital expenditure plans zz Quarterly results and results of operations of ICs and business segments zz Financing plans of the Company zz Minutes of meeting of Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee zz Details of any joint venture, acquisitions of companies or collaboration agreement zz zz zz Quarterly report on fatal or serious accidents or dangerous occurrences, any material effluent or pollution problems Any materially relevant default, if any, in financial obligations to and by the Company or substantial non-payment for goods sold or services rendered, if any Any issue, which involves possible public or product liability claims of substantial nature, including any Judgment or Order, if any, which may have strictures on the conduct of the Company 72 zz Developments in respect of human resources zz Compliance or Non-compliance of any regulatory, statutory nature or listing requirements and investor service such as non-payment of dividend, delay in share transfer, etc., if any d. Post-meeting internal communication system: The important decisions taken at the Board / Committee meetings are communicated to the concerned departments / ICs promptly. An Action Taken Report is regularly presented to the Board. F. BOARD COMMITTEES The Board currently has 5 Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders’ Relationship Committee, 4) Corporate Social Responsibility Committee and 5) Risk Management Committee. The terms of reference of the Board Committees are decided by the Board from time to time. The Board is responsible for constituting, assigning and co-opting the members of the Committees. The meetings of each Board Committee are convened by the Company Secretary in consultation with the respective Committee Chairperson. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below. 1) Audit Committee The Company has constituted the Audit Committee in 1986, well before it was made mandatory by law. i) Terms of reference: The role of the Audit Committee includes the following: zz zz Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. Recommending to the Board, the appointment, re-appointment, terms of appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees. zz Approval of payment to statutory auditors for any other services rendered by the statutory auditors. zz zz zz zz Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. Reviewing, with the management, the annual financial statements and the audit report before submission to the board for approval, with particular reference to: 1. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of sub- section (5) of Section 134 of the Companies Act, 2013 2. Changes, if any, in accounting policies and practices and reasons for the same 3. Major accounting entries involving estimates based on the exercise of judgment by management 4. Significant adjustments made in the financial statements arising out of audit findings 5. Compliance with listing and other legal requirements relating to financial statements 6. Disclosure of any related party transactions 7. Qualifications in the draft audit report. Reviewing, with the management, the quarterly financial statements before submission to the board for approval. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter, if any. 73 zz zz zz zz zz zz zz zz zz zz zz Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. Discussion with internal auditors about any significant findings and follow up there on. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. To review the functioning of the Whistle Blower mechanism. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. The recommendation for appointment, remuneration and terms of appointment of cost auditors of the Company. Review and monitor the auditor’s independence and performance, and effectiveness of audit process. Review the management discussion and analysis of financial condition and results of operations. zz zz zz zz Approval or any subsequent modification of transactions of the Company with related parties. Scrutiny of inter-corporate loans and investments. Valuation of undertakings or assets of the company, wherever it is necessary. Evaluation of internal financial controls and risk management systems. zz Monitoring the end use of funds raised through public offers and related matters. Minutes of the Audit Committee Meetings are circulated to the Board of Directors and discussed, if necessary. ii) Composition: As on 31st March 2018, the Audit Committee comprised of three Independent Directors and 1 Non-Executive Director (nominee of LIC). iii) Meetings: During the year ended 31st March 2018, 8 meetings of the Audit Committee were held on 5th May 2017, 28th May 2017, 19th July 2017, 28th July 2017, 11th November 2017, 6th December 2017, 30th January 2018 and 16th February 2018. The members of the Audit Committee also meet without the presence of management. The attendance of Members at the Meetings was as follows: Name Status No. of Meetings Attended No. of meetings during the year Mr. M. M. Chitale Chairman Mr. M. Damodaran Member Mr. Sushobhan Sarker @ Member Mr. Sanjeev Aga Member 8 8 8 8 8 6 8 8 @ Pursuant to his resignation as a Director of the Company w.e.f. 2nd May 2018, Mr. Sushobhan Sarker has ceased to be a member of the Audit Committee from that date. 74 All the members of the Audit Committee are financially literate and have accounting or related financial management expertise. The Chief Executive Officer & Managing Director, Whole-time Director & Chief Financial Officer and Head - Corporate Audit Services are permanent invitees to the Meetings of the Audit Committee. The Company Secretary is the Secretary to the Committee. iv) Internal Audit: The Company has an internal corporate audit team consisting of Chartered Accountants / Cost Accountants and Engineers. Over a period of time, the Corporate Audit department has acquired in-depth knowledge about the Company, its businesses, its systems & procedures, which knowledge is now institutionalized. The Company’s Internal Audit function is ISO 9001:2015 certified. The Head of Corporate Audit Services is responsible to the Audit Committee. The staff of Corporate Audit department is rotated periodically to have a holistic view of the entire operations and share the findings and good practices. The Corporate Audit Services team carries out theme based audits (revenue recognition, IT controls, etc.), joint audits with other Corporate departments for specific functions, identifies risk based focus areas in project audits, benchmarks the audit processes with large companies, encourages its team members to obtain globally renowned CISA, CIA and CFE Certification, etc. The audit plan is finalized based on the value of the contract in case of construction projects and the geographical spread of the Company. It is ensured that, on an average, all operations get covered in a span of two years. The Corporate Audit Services team has its offices at Mumbai and Chennai and all overseas audits are shared between these two zones. From time to time, the Company’s systems of internal controls covering financial, operational, compliance, IT applications, etc. are reviewed by external experts. Presentations are made to the Audit Committee, on the findings of such reviews. 2) Nomination & Remuneration Committee (NRC) The Nomination & Remuneration Committee was constituted in 1999 even before it was mandated by law. i) Terms of reference: zz zz zz Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down by the Committee; Recommend to the Board appointment and removal of such persons; Formulate criteria for determining qualifications, positive attributes and independence of a director; zz Devise a policy on Board diversity; zz zz zz Formulation of criteria for evaluation of directors, Board and the Board Committees; Carry out evaluation of the Board and directors; Recommend to the Board a policy, relating to remuneration for the directors and key managerial personnel (KMP); zz Administration of Employee Stock Option Scheme (ESOS). ii) Composition: As at 31st March 2018, the Committee comprised of 3 Independent Directors and the Group Chairman. iii) Meetings: During the year ended 31st March 2018, 5 meetings of the Nomination & Remuneration Committee were held on 7th April 2017, 29th May 2017, 28th July 2017, 11th November 2017 and 31st January 2018. The attendance of Members at the Meetings was as follows: Name Status No. of Meetings Attended No. of meetings during the year Mr. Subodh Bhargava Chairman 5 5 75 Name Status No. of Meetings Attended No. of meetings during the year Mr. A. M. Naik Member Mr. Adil Zainulbhai Member Mr. Thomas Mathew T. Member 5 5 5 5 5 5 iv) Board Membership Criteria: While screening, selecting and recommending to the Board new members, the Committee ensures that the Board is objective, there is absence of conflict of interest, ensures availability of diverse perspectives, business experience, legal, financial & other expertise, integrity, leadership and managerial qualities, practical wisdom, ability to read & understand financial statements, commitment to ethical standards and values of the Company and there are healthy debates & sound decisions. While evaluating the suitability of a Director for re-appointment, besides the above criteria, the NRC considers Board evaluation results, attendance & participation in and contribution to the activities of the Board by the Director. The Independent Directors comply with the definition of Independent Directors as given under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. While appointing / re-appointing any Independent Directors / Non-Executive Directors on the Board, the NRC considers the criteria as laid down in the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. All the Independent Directors give a certificate confirming that they meet the “independence criteria” as mentioned in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. These certificates have been placed on the website of the Company http://investors. larsentoubro.com/corporategovernance.aspx. v) Remuneration Policy: The remuneration of the Board members is based on the Company’s size & global presence, its economic & financial position, industrial trends, compensation paid by the peer companies, etc. Compensation reflects each Board member’s responsibility and performance. The level of compensation to Executive Directors is designed to be competitive in the market for highly qualified executives. The Company pays remuneration to Executive Directors by way of salary, perquisites & retirement benefits (fixed components) & commission (variable component), based on recommendation of the NRC, approval of the Board and the shareholders. The commission payable is based on the overall performance of the Company, performance of the business / function as well as qualitative factors. The commission is calculated with reference to net profits of the Company in the financial year subject to overall ceilings stipulated under Section 197 of the Companies Act, 2013. The Independent Directors / Non-Executive Directors are paid remuneration by way of commission & sitting fees. The Company paid sitting fees of R 75,000/- per meeting of the Board and R 40,000/- for Audit Committee and Nomination and Remuneration Committee meetings and R 25,000/- for Stakeholders Relationship Committee and Corporate Social Responsibility Committee meetings during the year, to the Independent Directors / Non-Executive Directors. The commission is paid subject to a limit not exceeding 1% p.a. of the profits of the Company as approved by shareholders (computed in accordance with section 197 of the Companies Act, 2013). The Group Chairman would provide leadership to Board and guidance and mentorship to the leadership team for implementing the strategy plan and business objectives. The Group Chairman is paid a fixed commission. The commission to the Independent Directors / Non-Executive Directors is distributed broadly on the basis of their attendance, contribution 76 at the Board, the Committee meetings, Chairmanship of Committees and participation in IC meetings. In the case of nominees of Financial Institutions, the commission is paid to the Financial Institutions. As required by the provisions of Regulation 46 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the criteria for payment to Independent Directors / Non-Executive Directors is made available on the investor page of our corporate website http://investors. larsentoubro.com/Listing-Compliance.aspx. Performance Evaluation Criteria for IDs: The performance evaluation questionnaire covers specific criteria with respect to the Board & Committee composition, structure, culture, Board processes and selection, effectiveness of the Board and Committees, functioning of the Board and Committees, information availability, remuneration framework, familiarization program, succession planning, etc. It also contains specific criteria for evaluating the Chairman and individual Directors. An external consultant was engaged to receive the responses of the Directors and consolidate/ analyze the responses. The Chairman of the Company discusses the performance evaluation results with the Chairman of the NRC and if required, interacts with all the Non-Executive Directors & Independent Directors on a one-to-one basis. Members are also requested to refer to pages 57 and 58 of the Board Report. vi) Training & Succession Planning: The Company has institutionalized Leadership Development through a Seven Step leadership pipeline for development of a robust stage-wise leadership by a structured process of talent management. The thrust is on facilitating the transformation of managers into leaders, leaders into ‘corporate entrepreneurs (intrapreneurs)’ and to create a large pool of leaders who can envision, inspire, and successfully deploy global growth strategies thus creating a result-oriented culture of multiplying value. Each step of this Leadership pipeline development process has been meticulously customized to equip managers at various levels, with the required knowledge, skill & mind-set to transition seamlessly to the next level of leadership and global entrepreneurship. In this effort, the Company has partnered with globally renowned senior faculty and premier institutes like Harvard Business School, INSEAD, IIM Ahmedabad, and Stephen M. Ross School of Business- University of Michigan. The programs are designed to provide inputs on vital areas of strategic importance such as innovation based strategies, integrated business models to take on global multinationals, cross- cultural challenges, organic and inorganic growth etc., and thus mark an important milestone in the journey towards leadership development in the global context. To facilitate enhanced global acumen & international exposure, which are critical competencies for establishing a global footprint, the Company continues to nominate select senior leaders for Advanced Management Programs offered by globally renowned business schools like INSEAD, Wharton, Harvard, IMD, London Business School, Oxford and the likes. As a part of Leadership development at the top echelons of the organization, a structured & systematic approach to mentoring has been initiated to leverage on the leadership experiences & networks of senior leaders and to enable them to leave a legacy of success mantras. In order to continuously monitor the progress of high potentials (HIGH POTS) who go through the Seven Step Leadership Development process and to ensure that they are given challenging roles and responsibilities, a Top Talent Management System is also put in place which is essential to ensure progress of a strong leadership pipeline. To ensure that the Company has sufficient pool of probable employees who can be nominated for Leadership Pipeline, efforts are taken at the grass root level. There exists several structured core developmental programs, conducted by reputed institutions like IIM-Bangalore, IIM-Calcutta, XLRI, Symbiosis and NMIMS for deserving 77 employees to develop superior management skills and capabilities. A host of strategic and behavioural programs are conducted to address specific training and developmental needs of employees. A comprehensive e-learning portal ATL (Any Time Learning) is available with multiple on-line programs and courses for employees to enable learning ‘at any time, at any place’ at locations remote or otherwise. The portal provides access to on-line data bases, references, management videos, e-books and journals. The NRC reviews on a periodic basis the succession planning process being followed by the Company especially at the level of the Board and senior management. vii) Details of remuneration paid / payable to Directors for the year ended 31st March 2018: (a) Executive Directors: The details of remuneration paid / payable to the Executive Directors for 2017-18 is as follows: Names Salary Perquisites Perquisites related to ESOP** 47.982 14.112 0.127 0.264 v crore Total Retirement Benefits Commission 77.682* 3.704 8.727 137.245 11.579 31.803 2.727 2.144 Mr. A. M. Naik @ Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra N. Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J. D. Patil $ * 0.120 0.215 0.135 1.140 1.140 0.720 8.061 7.381 3.950 Retirement benefits include encashment of accumulated past service leave R 19.381 crore, gratuity R 55.038 crore and pension of R 1.50 crore. 5.113 4.502 2.284 1.688 1.524 0.811 – – – ** Represents perquisite value related to ESOPs exercised during the year in respect of stock options granted over the past several years by the Company, Larsen & Toubro Infotech Limited and L&T Technology Services Limited and includes tax on ESOPs borne by the Company wherever applicable. $ Appointed as Executive Director w.e.f. 1st July 2017. @ Executive Chairman till 30th September 2017. zz Notice period for termination of appointment of Chief Executive Office & Managing Director and other Whole-time Directors is six months on either side. zz No severance pay is payable on termination of appointment. 78 zz Details of Options granted under Employee Stock Option Schemes are provided on the website of the Company www.larsentoubro.com. zz Mr. A. M. Naik has been granted stock options in Larsen & Toubro Infotech Limited and L&T Technology Services Limited. On his retirement as Group Executive Chairman, all options have been vested. The outstanding vested options are 5,49,375 and 10,40,000 in Larsen & Toubro Infotech Limited and L&T Technology Services Limited respectively. Mr. S. N. Subrahmanyan has been granted 2,00,000 stock options in Larsen & Toubro Infotech Limited and L&T Technology Services Limited each. Mr. R. Shankar Raman has been granted 1,00,000 stock options in Larsen & Toubro Infotech Limited. The perquisite amount on exercise of these options will be considered as a part of the remuneration of these Directors. (b) Non-Executive Directors: The details of remuneration paid / payable to the Non-Executive Directors for 2017-18 is as follows: Commission Others Sitting Fees for Board Meeting 0.015 0.045 0.045 0.038 0.030 0.045 0.038 0.045 0.023 0.045 0.045 NIL 0.045 0.045 0.045 0.015 Sitting Fees for Committee Meeting 0.008 0.032 0.020 0.024 0.010 0.032 0.020 – – 0.020 0.010 NIL – 0.032 – – Mr. A. M. Naik * Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Sushobhan Sarker Mr. Adil Zainulbhai Mr. Akhilesh Gupta Ms. Sunita Sharma Mr. Thomas Mathew T. Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta @ @ appointed as a Director w.e.f. 1st July 2017 * Group Chairman w.e.f. 1st October 2017 ** Others include perquisite value of Housing & Medical # Payable to respective Institutions they represent. 0.015** – – – – – – – – – – – – – – – 2.500 0.330 0.435 0.238 0.237 0.263# 0.258 0.150 0.038# 0.278 0.280 NIL 0.150 0.240 0.150 0.033# v crore Total 2.538 0.407 0.500 0.300 0.277 0.340 0.316 0.195 0.061 0.343 0.335 NIL 0.195 0.317 0.195 0.048 1.590 0.18 5.642 2.424 7.387 17.223 1.470 1.168 2.285 1.833 5.319 12.075 Names Details of shares and convertible instruments held by the Non-Executive Directors as on 31st March 2018 are as follows: 28th July 2017, 11th November 2017 and 31st January 2018. The attendance of Members at the Meetings was as follows- No. of Shares held 4,24,958 Name Status Names Mr. A. M. Naik Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Sushobhan Sarker * Mr. Adil Zainulbhai Mr. Akhilesh Gupta Mr. Sanjeev Aga Mr. Thomas Mathew T. Mr. Subramanian Sarma Mr. Narayanan Kumar Mrs. Sunita Sharma * Mr. Ajay Shankar Ms. Naina Lal Kidwai Mr. Arvind Gupta * 2,443 1,125 225 1,327 225 150 7,680 4,500 150 31,650 1,500 150 150 150 100 * held jointly with the Institution they represent. 3) Stakeholders’ Relationship Committee: i) Terms of reference: The terms of reference of the Stakeholders’ Relationship Committee are as follows: zz zz Redressal of Shareholders’ / Investors’ complaints Allotment, transfer & transmission of Shares / Debentures or any other securities and issue of duplicate certificates and new certificates on split / consolidation / renewal etc. as may be referred to it by the Share Transfer Committee. ii) Composition: As on 31st March 2018 the Stakeholders’ Relationship Committee comprised of 1 Non- Executive Director, 1 Independent Director and 1 Executive Director. iii) Meetings: During the year ended 31st March 2018, 4 meetings of the Stakeholders’ Relationship Committee were held on 29th May 2017, No. of Meetings Attended No. of meetings during the year Mrs. Sunita Sharma Chairperson Mr. Ajay Shankar Mr. Shailendra Roy Member Member 4 4 4 0 4 4 Mr. N. Hariharan, Company Secretary is the Compliance Officer. iv) Number of Requests / Complaints: During the year, the Company has resolved investor grievances expeditiously except for the cases constrained by disputes or legal impediments. During the year, the Company / its Registrar’s received the following complaints from SEBI / Stock Exchanges and queries from shareholders, which were resolved within the time frames laid down by SEBI. Particulars Opening Balance Received Resolved Pending* Complaints: SEBI / Stock Exchange Shareholder Queries: Dividend Related Transmission / Transfer Demat / Remat 4 78 79 3 486 8950 9392 71 27 3692 3701 481 501 44 62 7 * Investor queries shown outstanding as on 31st March 2018 have been subsequently resolved. The Company repeatedly sends reminders to shareholders regarding unclaimed shares and dividends. This results in an increase in the number of queries received. The Board has delegated the powers to approve transfer of shares to a Share Transfer Committee of Executives comprising of four Senior Executives. This Committee held 42 meetings during the year and approved the transfer of shares lodged with the Company. 79 4) Corporate Social Responsibility Committee: i) Terms of reference: The terms of reference of the CSR Committee are as follows: (a) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company; (b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and (c) monitor the Corporate Social Responsibility Policy of the Company from time to time. ii) Composition: As on 31st March 2018 the CSR Committee comprised of 1 Independent Director and 2 Executive Directors. iii) Meetings: During the year ended 31st March 2018, 4 meetings of the CSR Committee were held on 7th September 2017, 4th January 2018, 8th February 2018 and 26th March 2018. The Members at the Committee are as follows- Name Status No. of meetings during the year No. of Meetings Attended Mr. Vikram Singh Mehta Chairman Mr. R. Shankar Raman Member Mr. D. K. Sen Member 4 4 4 4 4 2 iv) CSR Activities & Impact Assessment: The Company is leveraging its countrywide presence to reduce disparities through interventions in Water and sanitation, Healthcare, Education and Skill building. Close interactions with the local community members have enabled the Company to identify and address their most pressing needs and the social interventions for community development have been specifically aligned. Under flagship program of “Integrated Community Development” (ICD), the Company has launched programs towards 80 holistic development in the following areas based on need assessment: zz Water & Sanitation: For the availability of safe drinking water and proper sanitation facilities zz zz zz Education: To improve access to education (increased enrollment in pre- school, children attending neighborhood schools) and improving quality of learning (better school infrastructure, better teaching-learning process) Health: Improvement in access to quality health care (expanding infrastructure of health centres, increased number of people availing quality health care) Skill development: Enhancing employability of youth (enhancing training capacity, improved infrastructure of skill development centres). Thirty Village Development Committees (VDCs) have been formed across locations, with participation from women. A quarterly review of the ICD projects is done with the village Panchayats and local authorities. Access to cleaner water, hygienic surroundings, better health, education and new skills, has altered the lives of around 1 million individuals through our CSR Programs in 2017-18. All CSR projects have defined goals and milestones which are tracked as per the periodicity defined for the project. The progress is compared with the baseline data that is gathered before the commencement of the project. This is carried out through an onsite evaluation as well as the reports generated from the project. The indirect impacts that accrue are also factored and documented in the monthly reporting process. These are subsequently vetted / measured during the external Social Audit or Impact Assessment. The social audit report is discussed during the Committee meetings. The detailed disclosures of CSR spending during the year has been given in Annexure ‘C’ forming part of this Board Report. Please refer to pages 95 to 99 of this Annual Report. 5) Risk Management Committee: i) Terms of reference: The terms of reference of the Apex Risk Management Committee are as follows: • • Review the existing Risk Management Policy, framework and processes, Risk Management Structure and Risk Mitigation Systems. Broadly, the key risks will cover strategic risks of the group at the domestic and international level, including Sectoral developments, risk related to market, competition, political and reputational issues etc. Review operational risks including client quality, manpower availability, logistics and other aspects which impact the Company and the group. ii) Composition: As on 31st March 2018, the Apex Risk Management Committee comprised of 2 Executive Directors and 1 Non-Executive Director. iii) Meetings: During the year ended 31st March 2018, 2 meetings of the Apex Risk Management Committee were held on 3rd August, 2017 and 14th November, 2017. The attendance of Members at the Meetings was as follows- Name Status No. of meetings during the year No. of Meetings Attended Mr. A. M. Naik* Member Mr. S. N. Subrahmanyan Chairman Mr. R. Shankar Raman Mr. Subramanian Sarma@ Member Member 1 2 2 1 1 2 2 1 @ Appointed as a Member wef 1st October, 2017 * Ceased to be a Member wef 1st October, 2017 Meetings held during the year are expressed as number of meetings eligible to attend. G. OTHER INFORMATION The Company holds Board meetings at its registered office and also if necessary, in locations, where it operates. Site / factory visits are organized at various locations for the Directors. The internal newsletters of the Company, the press releases, etc. are circulated to all the Directors so that they are updated about the operations of the Company. Presentations are made regularly to the Board / NRC / Audit Committee (AC) (minutes of AC, NRC, SRC and CSR Committee are circulated to the Board), where Directors get an opportunity to interact with senior managers. Presentations, inter alia, cover business strategies, management structure, HR policy, management development and succession planning, quarterly and annual results, budgets, treasury policy, review of Internal Audit, risk management framework, operations of subsidiaries and associates, etc. Independent Directors have the freedom to interact with the Company’s management. Interactions happen during Board / Committee meetings, when senior company personnel are asked to make presentations about performance of their Independent Company (IC) / Business Unit, to the Board. Some of the Independent Directors are members of the IC Board. They share the learnings from these meetings with the remaining Non-Executive Directors / Independent Directors formally and informally. Such interactions also happen when these Directors meet senior management in IC meetings and informal gatherings. As part of the appointment letter issued to Independent Directors, the Company has stated that it will facilitate attending seminars/programs/ conferences designed to train directors to enhance their role as an Independent Director. This information is also available on the website of the Company http://investors.larsentoubro. com/Listing-Compliance.aspx. b) Risk Management Framework: Please refer to Page 56 of the Board Report. a) Directors’ Familiarization Program: c) Vigil Mechanism / Whistle Blower Policy : All our directors are aware and are also updated as and when required, of their role, responsibilities & liabilities. The Company has a Whistle Blower Policy in place since April 2004. The said policy was modified in line with the requirements of the 81 Vigil Mechanism under the Companies Act, 2013. The Company has a Whistle Blower Investigation Committee (WBIC) to manage complaints from “Identified” Whistle Blowers. In addition, WBIC considers “Anonymous” complaints which in their judgement are serious in nature and require investigation. The WBIC has four members viz. Chief Financial Officer, Company Secretary, Head- Corporate HR and Chief Internal Auditor. The WBIC is responsible for end to end management of the investigations from receipt of complaints to bringing them to a logical conclusion, keeping in mind the interest of the Company. Employees are encouraged to report any wrong-doings having an adverse effect on the Company’s financials / image. An employee can report any wrong-doing in oral or written form. Whistle-blowers are assured by the management of full protection from any kind of harassment, retaliation, victimization or unfair treatment. Complaints under the Whistle Blower Policy are received by the Corporate Audit Services of the Company. The Chief Internal Auditor reviews the same and convenes a meeting of the WBIC for discussions. The WBIC, after screening the complaint, decides on the further course of action which will include requesting the complainant to provide further details, internal investigation by the Internal Audit department, investigation by external agencies, wherever necessary, opportunity to the defendant to present his / her case, etc. Based on the findings of the investigation, the WBIC decides the action to be taken and recommends the same to the Executive Committee for implementation. The WBIC meets formally and reviews the complaints and their progress. In addition, discussions also take place over video- conferencing, telephone and emails amongst the WBIC members. The Audit Committee is periodically briefed about the various cases received, the status of the investigation, findings and action taken, if any. During the year, the Company has investigated the complaints received under the Whistle Blower Policy and suitable action has been taken against employees, wherever necessary. Also please refer to pages 58 and 59 of the Board Report. d) Statutory Auditors: In the case of appointment of new auditors, a Committee, comprising of the Chairman of the Audit Committee, the CFO and the Company Secretary, evaluates various audit firms based on approved criteria as given herein below. The Audit firms are required to make a presentation to this Committee. The Committee considers factors such as compliance with the legal provisions, number / nature / size and variation in client base, skill sets available in the firm both at partner level and staff level, international experience, systems and processes followed by the firm, training and development by the firm to its partners and staff, etc. during the process of evaluation. Based on merit and the factors mentioned above, the Committee finalizes the firm to be appointed and recommends the same to the Audit Committee. The Audit Committee reviews the same before recommending to the Board and shareholders for approval. The above process was followed by the Company while appointing M/s Deloitte Haskins & Sells LLP (‘DHS’) as the Auditors of the Company in 2015. Deloitte Haskins & Sells LLP, registered since 1983, is one of the member firms of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). Each DTTL member firm provides services in particular geographic areas and is subject to the laws and professional regulations of the particular country or countries in which it operates. Deloitte Haskins & Sells LLP tied up with CC Chokshi & Co in 1983 which was one of the largest Indian Independent audit and accounting firms. After that, it got merged with Fraser & Ross, PC Hansotia & Co and later with SB Billimoria (SBB) in 1999. In 2004, AF Ferguson & Co (one of India’s oldest audit firm) merged into existing DHS firms. Deloitte is now a global network with circa 200,000 people with revenues over $30 billion. Deloitte India has more than 10,000 professionals operating out of 13 cities – Ahmedabad, Bengaluru, Baroda, Chennai, Coimbatore, Goa, Gurgaon, Hyderabad, Jamshedpur, Kochi, Kolkata, Mumbai and Pune providing professional services in the areas of Audit, Risk Advisory, Tax, Consulting, and Financial Advisory services to public and private clients spanning multiple industries. It draws its strength from its people, 82 which include 2,700+ professionals in Audit, 2,250+ in Tax, 1,850+ in Consulting, and 900+ in Financial Advisory. Also please refer to Page 59 of the Board Report. e) Code of Conduct: The Company has laid down a Code of Conduct for all Board members and senior management personnel. The Code of Conduct is available on the website of the Company www.larsentourbo.com. The declaration of the Chief Executive Officer & Managing Director is given below: To the Shareholders of Larsen & Toubro Limited Sub: Compliance with Code of Conduct I hereby declare that all the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct as adopted by the Board of Directors. S. N. Subrahmanyan Chief Executive Officer & Managing Director Date: May 28, 2018 Place: Mumbai f) General Body Meetings: The last three Annual General Meetings of the Company were held as under: Financial Year Date Venue Time 2016-2017 22nd August 2017 2015-2016 26th August 2016 2014-2015 9th September 2015 St. Andrews Auditorium Birla Matushri Sabhagar Birla Matushri Sabhagar 3.00 p.m. 3.00 p.m. 3.00 p.m. The following Special Resolutions were passed by the members during the past 3 Annual General Meetings: Annual General Meeting held on 22nd August 2017: zz zz To re-appoint Mr. Subodh Bhargava as an Independent Director of the Company for a 5 year term upto 29th March 2022. To approve raising of capital through QIP’s by issue of shares / convertible debentures / securities upto an amount of USD 600 million or R 4,000 crore. zz To approve raising of finances through issue of debentures upto R 6000 crore. Annual General Meeting held on 26th August 2016: zz To approve raising of capital through QIP’s by issue of shares / convertible debentures / securities upto an amount of USD 600 million or R 3600 crore. zz To approve raising of finances through issue of debentures upto R 6000 crore. Annual General Meeting held on 9th September 2015: zz To approve raising of capital through QIP’s by issue of shares / convertible debentures / securities upto an amount of USD 600 million or R 3600 crore. zz To approve raising of finances through issue of debentures upto R 6000 crore. Note : The resolutions relating to raising of capital and finances have been taken at each of the above AGMs since the validity of the resolution is one year. A meeting of the equity shareholders of the Company was convened on 22nd August 2017 as per the directions of National Company Law Tribunal at Mumbai to approve the Scheme of Arrangement between the Company and Spectrum Infotech Private Limited and their respective shareholders and creditors. g) Approval of Members through Postal Ballot: The Company received approval of the members on 5th July 2017, for passing an Ordinary Resolution under Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, for issue of bonus shares in the ratio of 1:2 (1 bonus share for every 2 shares held). Mr. S. N. Ananthasubramanian, Practicing Company Secretary, was appointed as the Scrutinizer for conducting the Postal Ballot process. The details of the voting pattern are as under: Particulars In favour of the resolution Against the resolution No. of votes cast E-Voting Physical % of total votes cast Total 28,11,214 60,43,09,880 60,71,21,094 99.99 2,856 34,391 37,247 0.01 TOTAL 28,14,070 60,43,44,271 60,71,58,341 100.00 83 Procedure for Postal Ballot: After receiving the approval of the Board of Directors, Notice of the Postal Ballot, text of the Resolution and Explanatory Statement, relevant documents, Postal Ballot Form and self-addressed postage envelopes are sent to the shareholders to enable them to consider and vote for and against the proposal within a period of 30 days from the date of dispatch. E-voting facility is made available to all the shareholders and instructions for the same are specified under instructions for voting in the Postal Ballot Notice. E-mails are sent to shareholders whose e-mail ids are available with the depositories and Company alongwith Postal Ballot Notice and Ballot Form. After the last day for receipt of ballots (physical / e-voting), the Scrutinizer, after due verification, submits the results to the Chairman. Thereafter, the Chairman declares the result of the Postal Ballot. The same is published in the Newspapers and displayed on the Company Website and Notice Board and submitted to Stock Exchanges. h) Disclosures: 1. During the year, there were no transactions of material nature with the Directors or the Management or relatives or the subsidiaries that had potential conflict with the interests of the Company. 2. Details of all related party transactions form a part of the accounts as required under IND AS 24 and the same are given in Note 51 forming part of the financial statements. 3. The Company has followed all relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing the Financial Statements. 4. The Company makes presentations to Institutional Investors & Equity Analysts on the Company’s performance on a quarterly basis. The same is also available on our website http://investors.larsentoubro.com/ Announcements.aspx. 5. There were no instances of non-compliance, penalties, strictures imposed on the Company by the Stock Exchanges on any matter related to the capital markets, during the last three years. 6. SEBI had issued notice to the Company, Mr. A. M. Naik and Mr. Shailendra Roy for alleged violation of the SEBI Act and SEBI (Prohibition of Insider Trading) Regulations, 1992 (“PIT Regulations”) for delay ranging between 1-7 days in reporting obligations with certain trades in the shares of the Company that were carried out in the March 2014. The Company, Mr. A. M. Naik and Mr. Shailendra Roy have paid the amounts as determined by SEBI under a consent application. 7. The policy for determining material subsidiaries and related party transactions is available on our website http://investors. larsentoubro.com/Listing-Compliance.aspx. 8. 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 pages 230 to 232 of this Annual Report. i) Means of communication: Financial Results Quarterly & Annual Results are published in prominent daily newspapers viz. The Financial Express, The Hindu Business Line & Loksatta. The results are also posted on the Company’s website: www.larsentoubro.com. News Releases Official news releases are sent to stock exchanges as well as displayed on the Company’s website: www.larsentoubro.com. Website The Company’s corporate website www.larsentoubro.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 and subsidiaries are available in downloadable formats. The entire Annual Report and Accounts of the Company will also be made available on the websites of the Stock Exchanges. Filing with Stock Exchanges Information to Stock Exchanges is now being also filed online on NEAPS for NSE, BSE Online for BSE and RNS for London Stock Exchange. 84 Annual Report and Annual General Meeting Annual Report is circulated to all the members and all others like auditors, equity analysts, etc. In order to enable a larger participation of shareholders for the Annual General Meeting, the Company has provided Webcast facility of its 71st and 72nd Annual General Meeting in co-ordination with NSDL. The Company will continue to provide webcast facility in future. The Company suitably responds to the queries raised by the shareholders through the webinar. Management Discussion & Analysis This forms a part of the Annual Report which is mailed to the shareholders of the Company. Presentations made to Institutional Investors and Analysts The schedule of analyst / institutional investor meets and presentations made to them on a quarterly basis are displayed on the website. H. UNCLAIMED SHARES The Company does not have any unclaimed shares lying with it from any public issue. However certain shares resulting out of the bonus shares issued by the Company are unclaimed by the shareholders. As required under Regulation 39(4) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has already sent reminders in the past to the shareholders to claim these shares. These share certificates are regularly released on requests received from the eligible shareholders after due verification. In accordance with the provisions of the Section 124(6) and Rule 6(3)(a) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), the Company has transferred equity shares on which dividend has remained unclaimed for a period of seven consecutive years from the financial years 2009-10. The details are given in the Board Report. Please refer to Page 54 of this Annual Report. All corporate benefits on such shares viz. bonus shares, etc. shall be transferred in accordance with the provisions of IEPF Rules read with Section 124(6) of the Companies Act, 2013. The eligible shareholders are requested to note the same and make an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and submit such documents as prescribed under the IEPF Rules to claim these shares. I. GENERAL SHAREHOLDERS’ INFORMATION a) Annual General Meeting: The Annual General Meeting of the Company has been convened on Thursday, 23rd August 2018 at Birla Matushri Sabhagar, New Marine Lines, Mumbai – 400020 at 3.00 p.m. b) Financial calendar: 1. 2. Annual Results of 2017-18 Mailing of Annual Reports 28th May 2018 Third week of July 2018 3. First Quarter Results During the last week of 4. 5. 6. Annual General Meeting July 2018* 23rd August 2018 Payment of Dividend 27th August 2018 Second Quarter results During last week of October 2018* 7. Third Quarter results During last week of January 2019* * Tentative c) Book Closure: The dates of Book Closure are from Friday, 17th August 2018 to Thursday, 23rd August 2018 (both days inclusive) to determine the members entitled to the dividend for financial year 2017-2018. d) Listing of equity shares / shares underlying GDRs on Stock Exchanges: The shares of the Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). GDRs are listed on Luxembourg Stock Exchange and traded on London Stock Exchange. e) Listing Fees to Stock Exchanges: The Company has paid the Listing Fees for the year 2018-2019 to BSE, NSE and Luxembourg Stock Exchange. Fees to London Stock Exchange will be paid on receipt of the bill. f) Custodial Fees to Depositories: The Company has paid custodial fees for the year 2018-2019 to Central Depository Services (India) Limited (CDSL) and fees to National Securities Depository Limited (NSDL) will be paid on receipt of the invoice. 85 g) Stock Code / Symbol: The Company’s equity shares / GDRs are listed on the following Stock Exchanges and admitted for trading in London Stock Exchange: BSE Limited (BSE) National Stock Exchange of India Limited (NSE) ISIN Reuters RIC Luxembourg Exchange Stock Code London Exchange Stock Code : Scrip Code - 500510 : Scrip Code - LT : INE018A01030 : LART.BO : 005428157 : LTOD The Company’s shares constitute a part of BSE 30 Index of the BSE Limited as well as NIFTY Index of the National Stock Exchange of India Limited. h) Stock market data for the year 2017-2018: Month L&T BSE Price (v) BSE SENSEX 2017 Pre Bonus: April May June July (upto 12th July) ) V ( E S B - T & L 1900 1800 1700 1600 1500 High Low Month Close High Low Month Close 1771.00 1578.00 1748.05 30184.22 29241.48 29918.40 1834.00 1680.00 1759.75 31255.28 29804.12 31145.80 1809.50 1661.35 1687.80 31522.87 30680.66 30921.61 1756.80 1671.00 1740.20 31885.11 31017.11 31804.82 Stock Performance L&T BSE (v) BSE SENSEX 33000 32000 31000 30000 29000 28000 X E S N E S E S B 28-Apr-17 31-May-17 30-Jun-17 12-Jul-17 Daily Closing Price Month L&T BSE Price (v) High Low Month Close BSE SENSEX High Low Month Close 1206.00 2017 Post Bonus: July (from 13th July) August 1199.50 September 1249.95 1243.35 October 1153.25 1192.10 32672.66 31626.44 32514.94 1114.55 1116.45 1124.50 1136.00 32686.48 31128.02 31730.49 1141.20 32524.11 31081.83 31283.72 1220.60 33340.17 31440.48 33213.13 86 Month L&T BSE Price (v) High Low Month Close BSE SENSEX High Low Month Close 2017 November December 2018 January February March ) V ( E S B - T & L 1500 1300 1100 900 700 Month 2017 Pre Bonus: April May June July (upto 12th July) ) V ( E S N - T & L 1900 1800 1700 1600 1500 1274.00 1275.00 1202.00 1176.00 1216.85 33865.95 32683.59 33149.35 1256.95 34137.97 32565.16 34056.83 1441.00 1469.60 1332.30 1243.15 1275.85 1259.70 1416.60 36443.98 33703.37 35965.02 1319.10 36256.83 33482.81 34184.04 1311.90 34278.63 32483.84 32968.68 Stock Performance L&T BSE (v) BSE SENSEX 38000 37000 36000 35000 34000 33000 32000 31000 30000 X E S N E S E S B 7 1 - l u J - 1 3 7 1 - g u A - 1 3 7 1 - p e S - 9 2 7 1 - t c O - 1 3 7 1 - v o N - 0 3 7 1 - c e D - 9 2 8 1 - n a J - 1 3 8 1 - b e F - 8 2 8 1 - r a M - 8 2 Daily Closing Price L&T NSE Price (v) High Low Month Close NIFTY High Low Month Close 1774.00 1576.60 1749.80 9367.15 9075.15 9304.05 1833.95 1677.60 1760.70 9649.60 9269.90 9621.25 1809.40 1661.30 1687.60 9709.30 9448.75 9520.90 1756.70 1671.00 1739.55 9830.05 9543.55 9816.10 Stock Performance L&T NSE (v) NSE NIFTY 10000 9700 9400 9100 Y T F I N E S N 8800 8000 28-Apr-17 31-May-17 30-Jun-17 12-Jul-17 Daily Closing Price Month L&T NSE Price (v) High Low Month Close NIFTY High Low Month Close 1207.50 2017 Post Bonus: July (from 13th July) August 1198.25 September 1250.50 1243.50 October 1274.95 November December 1275.95 2018 January February March 1441.65 1470.00 1332.90 1153.50 1193.95 10114.85 9792.05 10077.10 1113.05 1115.90 1123.20 1203.10 1175.00 9917.90 9685.55 1136.30 10137.85 9687.55 9788.60 1142.05 10178.95 1222.30 10384.50 9831.05 10335.30 1216.55 10490.45 10094.00 10226.55 1258.25 10552.40 10033.35 10530.70 1242.85 1276.00 1259.25 1416.50 11171.55 10404.65 11027.70 1318.15 11117.35 10276.30 10492.85 9951.90 10113.70 1310.90 10525.50 ) V ( E S N - T & L 1500 1300 1100 900 700 Stock Performance L&T NSE (v) NSE NIFTY 7 1 - l u J - 1 3 7 1 - g u A - 1 3 7 1 - p e S - 9 2 7 1 - t c O - 1 3 7 1 - v o N - 0 3 7 1 - c e D - 9 2 8 1 - n a J - 1 3 8 1 - b e F - 8 2 8 1 - r a M - 8 2 Daily Closing Price 11650 11300 10950 10600 10250 9900 9550 9200 8850 Y T F I N E S N i) Registrar and Share Transfer Agents (RTA): Karvy Computershare Pvt. Ltd. Unit: Larsen & Toubro Limited Karvy Selenium Tower B, Plot number 31 & 32 Financial District Gachibowli, Nanakramguda, Hyderabad, Telangana - 500 032. j) Share Transfer System: The share transfer activities under physical mode are carried out by the RTA. Shares in physical mode which are lodged for transfer are processed and returned within the stipulated time. The share related information is available online. 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, 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. k) Distribution of Shareholding as on 31st March 2018: No. of Shares Shareholders Shareholding Number % Number % 5.83 2.47 2.66 1.64 0.94 0.83 2.09 Upto 500 501 – 1000 1001 – 2000 2001 – 3000 3001 – 4000 4001 – 5000 5001 – 10000 10001 & Above 8,43,110 89.57 47,281 26,972 9,429 3,782 2,586 4,231 3,844 5.02 2.87 1.00 0.40 0.27 0.45 0.41 8,16,30,062 3,46,71,463 3,73,32,579 2,29,25,003 1,31,07,907 1,1590,159 2,92,64,989 117,08,47,294 83.55 TOTAL 9,41,235 100.00 140,13,69,456 100.00 l) Categories of Shareholders is as under: Category 31.03.2018 31.03.2017 No. of Shares % No. of Shares % Financial Institutions 33,25,25,270 23.73 25,04,43,440 26.84 Foreign Institutional Investors Shares underlying GDRs 25,81,41,851 18.42 16,11,32,756 17.27 2,96,43,045 2.12 1,76,21,579 1.89 Mutual Funds 20,23,45,408 14.44 10,32,87,263 11.07 Bodies Corporate 8,99,08,301 Directors & Relatives 14,21,965 6.42 0.10 6,43,39,638 15,09,274 6.90 0.16 L&T Employees Welfare Foundation 17,21,28,421 12.28 11,47,52,281 12.30 General Public 31,52,55,195 22.49 21,98,79,572 23.57 TOTAL 140,13,69,456 100.00 93,29,65,803 100.00 Categories of Shareholders as on March 31, 2018 General Public 22.49% L&T Employees Welfare Foundation 12.28% Directors & Relatives 0.10% Bodies Corporate 6.42% Financial Institutions 23.73% Foreign Institutional Investors 18.42% Mutual Funds 14.44% Shares underlying GDRs 2.12% 87 m) Dematerialization of shares & Liquidity: The Company’s Shares are required to be compulsorily traded in the Stock Exchanges in dematerialized form. The number of shares held in dematerialized and physical mode is as under: (iv) (v) Underlying Equity Shares / GDR’s issued pursuant to conversion as per (ii) above NIL Underlying Equity Shares / GDR’s that may be issued pursuant to conversion notices in respect of (iii) above 95,20,455 shares No. of shares % of total capital issued These Convertible Bonds are listed on the Singapore Exchange Securities Trading Limited. o) Listing of Debt Securities: Held in dematerialized form in NSDL 1,31,83,48,704 94.07 Held in dematerialized form in CDSL 5,78,49,977 4.13 1.80 2,51,70,775 1,40,13,69,456 100.00 Physical Total Shares held in Demat / Physical Form as on March 31, 2018 CDSL 5,78,49,977 4.13% Physical 2,51,70,775 1.80% NSDL 1,31,83,48,704 94.07% n) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity: The outstanding GDRs are backed up by underlying equity shares which are part of the existing paid-up capital. The Company has the following Foreign Currency Convertible Bonds outstanding as on 31st March 2018: The redeemable Non-Convertible debentures issued by the Company are listed on the Wholesale Debt Market (WDM) of National Stock Exchange of India Limited (NSE) and / or BSE Limited (BSE). p) Debenture Trustees (for privately placed debentures): IDBI Trusteeship Services Limited Ground Floor, Asian Building 17, R. Kamani Marg Ballard Estate Mumbai – 400 001 q) Plant Locations: The L&T Group’s facilities for design, engineering, manufacture, modular fabrication and production are based at multiple locations within India including Ahmednagar, Bengaluru, Chennai, Coimbatore, Faridabad, Hazira (Surat), Kattupalli (near Chennai), Kanchipuram, Mumbai, Navi Mumbai, Mysuru, Pithampur, Puducherry, Rajpura, Kansbahal (Rourkela), Talegaon and Vadodara. L&T’s international manufacturing footprint covers the Gulf (Oman, Saudi Arabia, UAE), South East Asia (Malaysia and Indonesia) and the U.K. The L&T Group also has an extensive network of offices in India and around the globe. See pages 12 and 13 of this Annual Report. 0.675% USD 200 million Foreign Currency Convertible Bonds due 2019 r) Address for correspondence: (i) (ii) (iii) Principal Value of the Bonds issued USD 200 million Principal Value of Bonds converted to GDRs since issue NIL Principal Value of Bonds outstanding as at 31st March 2018 USD 200 million Larsen & Toubro Limited, L&T House, Ballard Estate, Mumbai 400 001. Tel. No. (022) 6752 5656, Fax No. (022) 6752 5893 88 Shareholder correspondence may be directed to the Company’s Registrar and Share Transfer Agent, whose address is given below: 1. Karvy Computershare Pvt. Ltd. Unit: Larsen & Toubro Limited Karvy Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telengana - 500 032 Tel : (040) 6716 2222 Toll free number: 1-800-3454-001 Fax: (040) 2342 0814 Email: einward.ris@karvy.com Website: www.karvycomputershare.com 2. Karvy Computershare Pvt. Ltd. Unit: Larsen & Toubro Limited 24-B, Raja Bahadur Mansion, Ground Floor, Ambalal Doshi Marg, Behind BSE Limited, Fort, Mumbai – 400 023. Tel : (022) 6623 5454/ 5412/5427 s) Investor Grievances: The Company has designated an exclusive e-mail id viz. IGRC@LARSENTOUBRO.COM to enable investors to register their complaints, if any. t) Securities Dealing Code: Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘SEBI Regulations’), the Company has suitably modified its Securities Dealing Code (‘Code’) for prevention of insider trading with effect from May 15, 2015. The objective of the Code is to prevent purchase and / or sale of shares of the Company by an Insider on the basis of unpublished price sensitive information. Under this Code, Designated Persons (Directors, Advisors, Officers and other concerned employees / persons) are prevented from dealing in the Company’s shares during the closure of Trading Window. To deal in securities beyond specified limit, permission of Compliance Officer is also required. All the Designated Employees are also required to disclose related information periodically as defined in the Code. Directors and designated employees who buy and sell shares of the Company are prohibited from executing contra-trades during the next six months following the prior transactions. The Company has a policy for taking action against employees who violate the SEBI Regulations / Code. Mr. N. Hariharan, Company Secretary has been designated as the Compliance Officer. The Company has appointed Mr. Arnob Mondal, Vice President (Corporate Accounts & Investor Relations), as Chief Investor Relations Officer. The Company also formulated Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which is available on Company’s Website http://investors.larsentoubro. com/Listing-Compliance.aspx. u) Stakeholder Engagement: The Company recognizes that its stakeholders form a vast and heterogeneous community. Our customers, shareholders, employees, suppliers, community, etc. have been guideposts of our decision making process. The Company engages with its identified stakeholders on an ongoing basis through business level engagements and structured stakeholder engagement programs. The Company maintains its focus on delivering value to all its stakeholders, especially the disadvantaged communities. The Company has a dedicated Corporate Brand Management & Communications department which facilitates an on-going dialogue between the Company and its stakeholders. The communication channels include: zz zz For external stakeholders - Stakeholder engagement sessions, client satisfaction surveys, shareholder satisfaction survey, dealer and stockists meet, analyst / investors meet, periodic feedback mechanism, general meeting for shareholders, factory visits for shareholders, online service and dedicated e-mail service for grievances, corporate website and access to business media to respond to queries, etc. For internal stakeholders – Employee satisfaction surveys, employee engagement surveys for improvement in employee engagement processes, circulars and messages from management, corporate social initiatives, welfare initiatives for employees and their families, online news bulletins for conveying topical developments, large bouquet of print and online in-house magazines, helpdesk facility, etc. Each of the businesses have their internal mechanisms to address the grievances of its 89 stakeholders. In addition, at the corporate level, there are committees which can be approached if the stakeholders are not satisfied with the functioning of such internal mechanisms. As part of the vigil mechanism, the Whistle Blower Policy provides access for various stakeholders to the Chairperson of the Audit Committee. The Whistle Blower Policy for Vendors & Channel Partners is displayed on the website of the Company http://investors.larsentoubro.com/ CorporateGovernance.aspx. v) Awareness Sessions / Workshops on Governance practices: Employees across the Company as well as the group are being sensitized about the various policies and governance practices of the Company. The Company had designed in-house training workshops on Corporate Governance with the help of an external faculty covering basics of Corporate Governance as well as internal policies and compliances under Code of Conduct, Whistle Blower Policy, Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, SEBI Insider Trading Regulations, etc. The Company has created a batch of trainers across businesses who in turn conduct training / awareness sessions within their business regularly during the year. External experts were also invited to conduct a session on Compliance & Governance for senior management. w) ISO 9001:2015 Certification: The Company’s Secretarial Department which provides secretarial services and investor services for the Company and its Subsidiary and Associate Companies was ISO 9001:2008 certified. During the year, it migrated to and got certified under the ISO 9001:2015 standard. x) Secretarial Audit as per SEBI requirements: As stipulated by SEBI, a Qualified Practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges. The Audit confirms that the total Listed and Paid-up capital 90 is in agreement with the aggregate of the total number of shares in dematerialized form and in physical form. The secretarial department of the Company at Mumbai is manned by competent and experienced professionals. The Company has a system to review and audit its secretarial and other statutory compliances by competent professionals, who are employees of the Company. Appropriate actions are taken to continuously improve the quality of compliance. The Company also has adequate software and systems to monitor compliance. y) Secretarial Audit as per Companies Act, 2013: Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, M/s. S. N. Ananthasubramanian & Co., Company Secretaries, conducts the secretarial audit of the compliance of applicable statutory provisions and the adherence of good corporate practices by the Company. z) Statutory Compliance System: The Company complies with applicable laws, rules and regulations impacting Company’s business. These comprise of Central Acts / Rules and those of state governments where the Company generally carries on business. The applicable laws are reviewed by the Corporate Legal and Legal departments of each Independent Company (IC) on a periodic basis and updated whenever required. Each IC / Business head certifies compliance of all applicable laws by the IC on a quarterly basis. Based on these confirmations, the Company Secretary gives a compliance certificate to the Board of Directors. The Company has a process of verifying the compliances through a random review of the process / system / documentation of the location of the IC / Corporate function / Group Company. Existing internal controls are also reviewed. The audit process includes planning the audit, discussion with auditee before audit commencement to explain the scope and purpose of the audit, verifying the compliances based on the supporting documentation, post audit meeting for explaining the observations, etc. Independent Auditor’s Certificate on Corporate Governance TO THE MEMBERS OF LARSEN & TOUBRO LIMITED INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE 1. This certificate is issued in accordance with the terms of our engagement letter reference no. 4335A dated September 14, 2017. 2. We, Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of Larsen & Toubro Limited (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2018, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) as amended. Managements’ Responsibility 3. The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in Listing Regulations. Auditor’s Responsibility 4. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 5. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes 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 the 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 Purposes 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 explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the Listing Regulations during the year ended March 31, 2018. 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. Mumbai, May 28, 2018 For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/ W-100018) Sanjiv V. Pilgaonkar Partner (Membership No.039826) 91 Independent Auditor’s Certificate in respect of the implementation of Employee Stock Option Schemes of the Company TO THE MEMBERS OF LARSEN & TOUBRO LIMITED INDEPENDENT AUDITOR’S CERTIFICATE IN RESPECT OF THE IMPLEMENTATION OF EMPLOYEE STOCK OPTION SCHEMES OF THE COMPANY 1. This certificate is issued in accordance with the terms of our engagement letter dated September 14, 2017. 2. We, Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number 117366W/W-100018), the Statutory Auditors of Larsen & Toubro Limited (“L&T”/ “Company”), pursuant to the requirement of clause 13 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended by Circular No. CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015, vide Notification no. SEBI/LADNRO/GN/2015-16/021 dated September 18, 2015 and vide Notification no. SEBI/LAD/NGO/GN/2016-17/037 dated March 6, 2017 (the “Regulations”) are required to certify for the year ended March 31, 2018 that the Employee Stock Option Schemes, L&T Limited ESOP scheme -2000 and L&T Limited ESOP scheme -2006 (the “Schemes”) have been implemented in accordance with the Regulations and in accordance with the special resolutions passed in the general meeting held on August 26, 1999, and August 25, 2006 (the “Resolutions”). Management’s Responsibility 3. The Management is responsible for implementation of the Schemes in accordance with the Regulations and the Resolutions. This responsibility includes the design, implementation and maintenance of internal control relevant to the implementation of the Schemes in accordance with the Regulations and Resolutions. The Management is also responsible for ensuring compliance with the terms and conditions contained in the Regulations and for providing all relevant information to us in this regard Auditor’s Responsibility 4. It is our responsibility to provide a certificate on compliance with the Regulations and Resolutions by the Company while implementing the Schemes during the year ended March 31, 2018, based on our examination of the books of account and other records of the Company for the year ended on that date, which have been subjected to our audit vide our report dated May 28, 2018. 5. We conducted our examination and obtained the explanations in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India (“ICAI”) and the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 which include the concepts of test checks and materiality. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI. 6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Review Historical Financial Information, and Other Assurance and Related Services Engagements. Criteria and Scope 7. The criteria against which the information is evaluated are the following: a) the Regulations; b) the Schemes; c) Special resolution passed by the Shareholders for the Schemes; and d) Written representation from the Management. 92 Opinion 8. Based on our examination, as stated above, and according to the information, explanations and representations provided to us by the Management of the Company, in our opinion, the schemes implemented by the Company are in accordance with the Regulations and the Resolutions. Restriction on Use 9. This certificate is addressed to and provided to the Members of the Company solely for the purpose of compliance with Clause 13 of the Regulations. This certificate should not be circulated, copied, used/referred to for any other purpose, without our prior written consent. Accordingly, we do not accept or assume any liability or any duty of care of 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. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. Number 117366W/W-100018) Sanjiv V. Pilgaonkar Partner (Membership No. 39826) Mumbai, May 28, 2018 93 To the Board of Directors of Larsen & Toubro Limited Dear Sirs, Sub: CEO / CFO Certificate {Issued in accordance with provisions of Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015} We have reviewed the consolidated financial statements, read with the consolidated cash flow statement of Larsen & Toubro Limited for the year ended March 31, 2018 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 propose to be taken for rectifying these deficiencies. (d) We have indicated to the Auditors and the Audit Committee: (i) that there were no significant changes in internal controls over financial reporting during the year; and (ii) that there were no significant changes in accounting policies made during the year; and (ii) that there were no instances of significant fraud of which we have become aware. Yours sincerely, R. Shankar Raman Chief Financial Officer S. N. Subrahmanyan CEO & Managing Director Place: Mumbai Date: May 28, 2018 94 Annexure ‘C’ to the Board Report CSR ACTIVITIES FOR 2017-18 1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. The CSR projects of the Company are focused on communities that are disadvantaged, vulnerable and marginalized. We strive to contribute positively to improve their standard of living; through our interventions in water & sanitation, heath, education and skill development. The Company’s CSR Policy framework details the mechanisms for undertaking various programmes in accordance with Section 135 of the Companies Act, 2013 (the Act) for the benefit of the community. The Company will primarily focus on ‘Building India’s Social Infrastructure’ as part of its CSR programme which will include, amongst others, the following areas, viz. zz Water & Sanitation – includes but not limited to watershed development -making clean drinking water available, promoting rain water harvesting, soil and moisture conservation, enhancing ground water levels by facilitating community management of water resources for improving conditions related to sanitation, health, education and livelihoods of communities through an integrated approach . zz zz zz Education - includes but not limited to education infrastructure support to educational Institutions, educational programs & nurturing talent at various levels. Health - includes but not limited to community health centres, mobile medical vans, dialysis centres, general and specialized health camps and outreach programs, support to HIV / AIDS, Tuberculosis control programs. Skill Development - includes but not limited to vocational training such as skill building, computer training, women empowerment, support to ITI’s, support to specially abled (infrastructure support & vocational training), Construction Skills Training Centres and providing employability skills to women and youth. Governance, Technology and Innovation would be the Key enabling factors across all these verticals. The detailed CSR Policy Framework is given in the Governance section on the website of the Company. Please see the link http://investors.larsentoubro.com/ Listing-Compliance.aspx 2. Composition of the CSR Committee. The CSR Committee of the Board comprises of 1. Mr. Vikramsingh Mehta Chairman, 2. Mr. R. Shankar Raman Member 3. Mr D.K. Sen Member and Mr. N. Hariharan as the Secretary of the Committee. 3. Average net profit of the Company for the last three financial years. The average net profit of the Company for the last three financial years is R 5,023.91 Cr. 4. Prescribed CSR expenditure (two percent of the amount as in item 3 above). The Company is required to spend an amount of R 97.29 Cr. as CSR expenditure during the financial year 2017-18. 5. Details of CSR spent during the financial year: a. Total amount to be spent for the financial year The Company was required to spend R 97.29 Cr during the financial year 2017-18. As against this mandate, the Company spent R 100.92 Cr towards various activities for the benefit of the community. This exceeds the required spend by R 3.63 Cr. The CSR spend for FY 2017-18 is 2.07% of net profit. b. Amount unspent, if any Nil 95 c. Manner in which the amount was spent in the financial year is detailed below: committees formed for implementation of the CSR policy; As per table enclosed 6. Reasons for not spending the amount during the financial year. NA 7. CSR Committee Responsibility Statement: The CSR Committee hereby affirms that: zz zz The Company has constituted a mechanism to monitor and report on the progress of the CSR programs; The activities undertaken by the Company as well as the implementation and monitoring mechanisms are in compliance with its CSR objectives and CSR policy. zz The Company has duly formulated a CSR Policy Framework which includes formulation of a CSR Theme, CSR budget and roles and responsibilities of the Committee as well as the various internal S. N. Subrahmanyan Vikram Singh Mehta CEO & Managing Director DIN: 02255382 Chairman – CSR Committee DIN: 00041197 96 Sector in which the project is covered Education S. No. CSR Project or activity identified School support programme- Enhancing the quality of education and learning levels in government schools / schools running for children from underprivileged backgrounds Community based programmes- Study Centres / balwadis /anganwadis run for developing pre-school foundation, promoting healthy and hygienic environment for education and providing nutritional supplements Providing infrastructure support for education Education Education 1 2 3 4 Providing educational aids to children-books, stationary, sports equipment, uniforms, school bags, shoes, woolen clothes, raincoats etc. Education Projects or Programes 1. Local Area or other 2. Specify the state and district where projects or program was undertaken Andhra Pradesh (Vizag), Chandigarh, Chhattisgarh (Raigarh), Gujarat (Ahmedabad, Surat, Vadodara), Jharkhand (Ranchi), Karnataka (Mysuru), Madhya Pradesh (Khandwa), Maharashtra (Mumbai, Pune, Raigad), New Delhi (Faridabad), Orissa (Rayagada, Rajpur), Rajasthan (Rawatbhata), Tamil Nadu (Chennai, Kanchipuram, Coimbatore), Telangana (Hyderabad), Uttar Pradesh (Tanda), West Bengal (Kolkata) Andhra Pradesh (Vizag), Karnataka (Bengaluru), Maharashtra (Mumbai), Orissa (Rayagada), Tamil Nadu (Chennai, Coimbatore) Andhra Pradesh (Vizag, West Godavari), Chandigarh, Chhattisgarh (Raipur), Gujarat (Ahmedabad, Surat, Vadodara, Mahesana, Navsari, Morbi, Narmada), Jharkhand (Jamshedpur, Bokaro, Deoghar), Karnataka (Bengaluru, Mysuru, Tumkur, Gadag, Bagalkot), Madhya Pradesh (Alirajpur, Bhopal, Chhatarpur, Khargone, Narsinghpur), Maharashtra (Ahmednagar, Pune, Nagpur, Nasik, Thane, Raigad, Mumbai), Meghalaya (Shilong), New Delhi, Orissa (Rourkela, Bhubaneswar, Cuttack, Jajpur, Balasore, Ganjam, Sundergarh, Bhadrak, Khurda, Kalahandi, Rayagada), Punjab (Moga), Rajasthan (Baran, Pali, Churu, Tonk, Karauli), Tamil Nadu (Chennai, Vellore, Erode, Ariyalur, Coimbatore, Dharmapuri, Pudukkottai, Kanchipuram), Telangana (Medak, Khammam, Adilabad),Uttar Pradesh (Sonbhadra, Allagabad), West Bengal (Kolkata, Nadia, North 24 Parganas, Uttar Dinajpur) Gujarat (Ahmedabad, Vadodara), Karnataka (Bengaluru), Kerala (Kannur, Kochi), Maharashtra (Mumbai, Pune), New Delhi, Orissa (Rayagada, Rourkela, Bhubaneswar), Rajasthan (Jaipur), Tamil Nadu (Coimbatore), Telangana (Hyderabad) Amount outlay (budget) project or programe wise (v In Lakh) 559.56 Overhead (v In Lakh) Direct expenditure on projects or programs (v In Lakh) Cumulative expenditure upto to the reporting period (v In Lakh) Amount spent: direct or through implementing agency 524.93 27.72 552.64 Implementing agency 242.58 206.92 10.93 217.84 Implementing agency 1,171.77 1,024.46 54.09 1,078.55 Direct 41.01 33.59 1.77 35.36 Direct 97 Sector in which the project is covered Projects or Programes 1. Local Area or other 2. Specify the state and district where projects or program was undertaken Amount outlay (budget) project or programe wise (v In Lakh) Overhead (v In Lakh) Direct expenditure on projects or programs (v In Lakh) Cumulative expenditure upto to the reporting period (v In Lakh) Amount spent: direct or through implementing agency Education Karnataka (Bengaluru), Tamil Nadu (Chennai) 2.20 0.85 0.04 0.89 Implementing agency Health Gujarat (Surat), Maharashtra (Mumbai, Thane, Ahmednagar) 742.58 647.07 34.20 681.27 Direct Andhra Pradesh (Vizag), Gujarat (Vadodara, Surat), Jharkhand (Jamshedpur), Madhya Pradesh (Bhopal), Maharashtra (Nagpur), New Delhi, Orissa (Bhubaneswar, Raygada), Rajasthan (Jaipur), Tamil Nadu (Chennai), West Bengal (Kolkata) Andhra Pradesh (Vizag), Gujarat (Surat, Ahmedabad, Vadodara), Karnataka (Bengaluru), Maharashtra (Pune, Mumbai), New Delhi (Faridabad), Orissa (Sundargarh, Rayagada), Tamil Nadu (Chennai, Tirunelveli) Chandigarh, Chattisgarh (Raipur), Gujarat (Vadodara, Ahmedabad), Jharkhand (Jamshedpur), Kerala (Kochi), Madhya Pradesh (Indore), Maharashtra (Pune, Nagpur), New Delhi, Orissa (Bhubaneswar), Rajasthan (Jaipur), Tamil Nadu (Coimbatore, Chennai), Telangana (Hyderabad), Uttar Pradesh (Lucknow) Gujarat (Vadodara), Madhya Pradesh (Khandwa), Maharashtra (Mumbai), Orissa (Sundargarh), Rajasthan (Baran), Tamil Nadu (Chennai), Uttar Pradesh (Tandwa) 41.67 38.25 2.02 40.26 Direct 150.72 138.25 7.30 145.55 Implementing agency 3.47 2.88 0.15 3.04 Implementing agency 274.34 257.74 13.61 271.35 Direct 4,306.77 4,047.02 213.68 4,260.71 Direct 192.67 180.93 9.55 190.48 Direct Skill Building Gujarat (Ahmedabad), Karnataka (Bengaluru), Maharashtra (Panvel, Nagpur), Orissa (Cuttack), Tamil Nadu (Kanchipuram, Pulicat), Telangana (Hyderabad, Jadcherla), Uttar Pradesh (Pilkhuwa), West Bengal (Kolkata) Skill Building Andhra Pradesh (Vizag), Gujarat (Surat), New Delhi, Uttar Pradesh (Lucknow), Madhya Pradesh (Malwa), New Delhi, Rajasthan (Baran) 5 6 7 8 10 11 S. No. CSR Project or activity identified Awareness programmes (health and hygiene, road safety, career guidance, personality development) Community Health Centres (offering diagnostic services including family planning, gynecological, pediatric, immunization, chest & TB, ophthalmic consultation, dialysis services, HIV/AIDS awareness, etc.) Health Camps (general, eye, dental, vaccinations) and health awareness Health Health Camps (general, eye, dental, vaccinations) and health awareness Health 9 Blood donation camps Health Infrastructure support to medical centres Health Construction Skill Training Institute - CSTI 12 Vocational and Computer training for youth 98 S. No. CSR Project or activity identified Sector in which the project is covered Projects or Programes 1. Local Area or other 2. Specify the state and district where projects or program was undertaken Amount outlay (budget) project or programe wise (v In Lakh) Overhead (v In Lakh) Direct expenditure on projects or programs (v In Lakh) Cumulative expenditure upto to the reporting period (v In Lakh) Amount spent: direct or through implementing agency 13 Vocational Training Skill Building Gujarat (Vadodara), Maharashtra 130.20 78.38 4.14 82.52 (Nagpur, Pune, Raigad), Tamil Nadu (Chennai, Coimbatore, Nilgiris ), West Bengal (Kolkata) Women empowerment through vocational training Skill Building Gujarat (Surat, Ahmedabad), 65.88 59.45 3.14 62.59 Kerala (Ernakulam), Orissa (Rayagada), West Bengal (Kolkata) 115.14 107.82 5.69 113.52 Implementing agency Implementing agency Implementing agency 14 15 16 17 18 19 Skill building for differently abled Project Neev Basic infrastructure support in the community (Water, Health, Sanitation, Solar lights, roads etc.) Community Development **Integrated Community Development Programme Development of gardens and maintenance of public spaces Tree plantation and environment protection 20 Awareness programmes - environment, energy conservation,road safety 21 Employee Volunteering Jharkhand (Jamshedpur), Kerala (Kochi), Maharashtra (Mumbai, Pune, Ahmednagar), Rajasthan (Jaipur), Tamil Nadu (Chennai), Telangana (Hyderabad), West Bengal (Kolkata) Andhra Pradesh (Vizag), Maharashtra (Mumbai), Orissa (Bhubaneswar, Balasore), Tamil Nadu (Chennai, Kanchipuram, Coimbatore ), Uttarakhand (Rudraprayag), West Bengal (Dakshin Dinajpur) Maharashtra (Ahmednagar), Rajasthan (Rajsamand, Udaipur), Tamil Nadu (Coimbatore, Vellore) Water & Sanitation, Health, Education, Skill Building Environment Maharashtra (Mumbai, Nasik, Pune, Ahmednagar), New Delhi Environment Andhra Pradesh (Vizag), Gujarat (Surat, Vadodara, Ahmedabad), Jharkhand (Jamshedpur), Karnataka (Bengaluru, Tumkur, Gadag, Raichur), Madhya Pradesh (Bhopal), Maharashtra (Nagpur, Nasik, Pune), Orissa (Balasore, Berhampur, Kalahandi), Rajasthan (Churu), Tamil Nadu (Chennai, Coimbatore), Telangana (Adilabad), West Bengal (North 24 Parganas) Environment Andhra Pradesh (Vizag), Employee volunteers Chandigarh, Maharashtra (Nagpur), Telangana (Hyderabad), New Delhi Andhra Pradesh (Vizag), Gujarat (Surat, Vadodara), Jharkhand (Jamshedpur), Maharashtra (Mumbai), New Delhi, Orissa (Sundargarh, Jajpur), Tamil Nadu (Chennai, Coimbatore), West Bengal (Kolkata) 66.99 50.05 2.48 52.53 Direct 2,106.01 1,636.52 86.41 1,722.93 Implementing agency 240.25 189.19 9.99 199.18 Direct 75.44 65.93 3.48 69.41 Direct 12.61 10.23 0.54 10.77 Implementing agency 304.36 285.85 15.10 300.95 Direct Total 10,846.22 9,586.31 506.03 10,092.34 99 Annexure ‘D’ to the Board Report A) Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18, the percentage increase in remuneration of each Director & Company Secretary during the financial year 2017-18 and comparison of the remuneration of each of the Key Managerial Personnel against the performance of the company: Name of the Director/ KMP Designation v crore 2017-18 Total Remuneration Ratio of remuneration of director to the median remuneration $ Percentage increase in Remuneration A. M. Naik Group Executive Chairman 137.245@ S. N. Subrahmanyan CEO & Managing Director R. Shankar Raman Shailendra Roy D. K. Sen M. V. Satish J. D. Patil Whole-time Director & Chief Financial Officer Whole-time Director & Senior Executive Vice President (Power, Heavy Engineering & Nuclear) Whole-time Director & Senior Executive Vice President (Infrastructure) Whole-time Director & Senior Executive Vice President (Buildings, Minerals & Metals) Whole-time Director & Senior Executive Vice President (Defence) A. M. Naik Group Chairman M. M. Chitale Independent Director Subodh Bhargava Independent Director M. Damodaran Independent Director Vikram Singh Mehta Independent Director Sushobhan Sarker ^ Nominee of Life Insurance Corporate of India Adil Zainulbhai Independent Director Akhilesh Gupta Independent Director Sunita Sharma^ Nominee of Life Insurance Corporate of India Thomas Mathew T. Independent Director 31.803 17.223 12.075 8.061 7.381 3.950 2.538 0.407 0.500 0.300 0.277 0.340 0.316 0.195 0.061 0.343 1725.32 399.80 216.51 151.79 73.92 34.13 19.97 0.29 101.34 3.81 92.79 (0.22) 49.66 31.91 5.12 6.29 3.77 3.48 4.27 3.96 2.45 0.75 4.31 * ** (11.62) (10.95) (25.96) (27.49) 17.23 (21.91) (4.88) (58.62) (10.22) 100 Name of the Director/ KMP Designation Ajay Shankar Independent Director Subramanian Sarma Non- Executive Director Naina Lal Kidwai Independent Director Sanjeev Aga Independent Director Narayanan Kumar Independent Director Mr. Arvind Gupta Nominee of SUUTI N. Hariharan Company Secretary v crore 2017-18 Total Remuneration Ratio of remuneration of director to the median remuneration $ Percentage increase in Remuneration 0.335 NIL 0.195 0.317 0.195 0.048 1.180 4.21 NIL 2.45 3.99 2.45 0.61 14.84 17.46 NIL (4.88) 29.76 48.06 *** 5.87 $ Ratio of remuneration of director to the median remuneration is calculated on pro-rata basis for those directors who served for only part of the financial year 2017-18. Part of the remuneration has been paid to the financial institution he/she represents. Details not given as Mr. J. D. Patil was a director only from 1st July 2017. ^ * ** Details not given as Mr. A. M. Naik was Group Chairman only from 1st October 2017. *** Details not given as Mr. Arvind Gupta was a director only from 1st July 2017. @ Includes perquisite value of R 47.982 crore, in respect of stock options granted over the past several years by Larsen & Toubro Infotech Limited and L&T Technology Services Limited and exercised during the year, Retirement benefits of R 19.381 crore relating to encashment of accumulated past service leave, gratuity of R 55.038 crore and pension of R 1.50 crore. B) Percentage increase in the median remuneration of all employees in the financial year 2017-18: The median remuneration of employees of the Company during the financial year was R 7.95 lakh. In the financial year, there was an increase of 11% in the median remuneration of employees. C) Number of permanent employees on the rolls of Company as on 31st March 2018: There were 42,464 permanent employees on the rolls of Company as on March 31, 2018. 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 Average percentage increase made in the salaries of employees other than the managerial personnel for the year 2017-18 was 11.79% whereas there is decline in the managerial remuneration by 0.20% because a substantial portion of managerial remuneration is linked to Company performance during the financial year 2017-18. The Profit after Tax for the year 2017-18 decreased by 1.22% directly impacting the variable component of managerial remuneration. 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. 101 Annexure ‘E’ to the Board Report To, The Members, Larsen & Toubro Limited CIN L99999MH1946PLC004768 L& T House, Ballard Estate, Mumbai – 400 001 Our Secretarial Audit Report for the Financial Year ended 31st March, 2018, of even date is to be read along with this letter. Management’s Responsibility 1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively. Auditor’s Responsibility 2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances. 3. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion. 4. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc. Disclaimer 5. 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. 6. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company For S. N. ANANTHASUBRAMANIAN & CO. Company Secretaries Firm Registration No P1991MH040400 S. N. ANANTHASUBRAMANIAN PARTNER FCS No.: 4206 COP No.: 1774 Date : May 12, 2018 Place : Thane 102 Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Larsen & Toubro Limited CIN: L99999MH1946PLC004768 L&T House, Ballard Estate, Mumbai –400 001 We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Larsen & Toubro Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 - Not applicable as the Company has not delisted/proposed to delist its equity shares from any Stock Exchange during the financial year under review; h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable as the Company has not bought back/proposed to buy-back any of its securities during the financial year under review. iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; vi. The Company has informed that there are no laws, which are specifically applicable to the Company. iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; We have also examined compliance with the applicable provisions of the following: (i) Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) 103 issued by The Institute of Company Secretaries of India; (ii) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Listing Agreements entered into by the Company with the National Stock Exchange of India Limited and BSE Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that:- zz zz The Board of Directors of the Company is duly constituted with proper balance of Executive Directors - Non-Executive Directors including Independent Directors and Women Directors. The changes in the composition of the Board of Directors which took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors of the schedule of the Board and Committee Meetings, agenda and detailed notes on agenda were sent atleast seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. zz All decisions of Board and Committee meetings were carried unanimously. We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period the following events have occurred which had a major bearing on the Company’s affairs in pursuance of the laws, rules, regulations, guidelines, standards etc:- zz zz The shareholders at the General Meeting convened by National Company Law Tribunal, Mumbai Bench (“NCLT”) on 22nd August 2017, approved a Scheme of Amalgamation of Spectrum Infotech Private Limited, a wholly-owned subsidiary of the Company, with the Company resulting in cancellation of all the shares held by the Company in Spectrum Infotech Private Limited. The NCLT approved the said Scheme vide their Order dated 21st February, 2018; The Company issued and allotted Bonus Equity Shares in the ratio of one equity share for every two equity shares held by the Members as on 14th July 2017. The said Equity Shares were listed on BSE Ltd and the National Stock Exchange of India Limited with effect from 19th July 2017. For S. N. ANANTHASUBRAMANIAN & CO. Company Secretaries Firm Registration No. P1991MH040400 S. N. ANANTHASUBRAMANIAN PARTNER FCS No.: 4206 COP No.: 1774 Date: 12th May, 2018 Place: Thane 104 Annexure ‘F’ to the Board Report FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN ii) Registration Date iii) Name of the Company iv) Category L99999MH1946PLC004768 February 7, 1946 LARSEN & TOUBRO LIMITED PUBLIC LIMITED COMPANY v) Sub-Category of the Company COMPANY HAVING SHARE CAPITAL vi) Address of the Registered office and contact details vii) Whether listed company L&T HOUSE, N. M. MARG, BALLARD ESTATE, MUMBAI - 400 001 TEL: 022-67525656 FAX: 022-67525893 LISTED viii) Name, Address and Contact details of Registrar andTransfer Agent, if any Karvy Computershare Pvt. Ltd. Unit: Larsen & Toubro Limited Karvy Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telengana - 500 032 Tel : (040) 6716 2222 Toll free number: 1-800-3454-001 Fax: (040) 2342 0814 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the Company shall be stated:- Sl. No. 1 2 3 Name and Description of main products/ services Construction of Buildings Construction of Roads and Railways Construction of Utility Projects NIC Code of the Product/ service 410 421 422 % to total turnover of the company # 16.22 26.59 38.42 # on the basis of gross turnover III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: 1 2 3 Sl. No Name of the Address of the Company CIN/GLN Company BHILAI POWER SUPPLY COMPANY LIMITED 9TH FLOOR, AMBADEEP BUILDING, 14, KASTURBA GANDHI MARG, CONNAUGHT PLACE, NEW DELHI-110001 U74899DL1995PLC070704 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 99.90 Section 2(87)(ii) CHENNAI VISION DEVELOPERS PRIVATE LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 ESENCIA TECHNOLOGIES INDIA PRIVATE LIMITED 3RD FLOOR, 26TH, 5TH BLOCK, 5TH CROSS, KORAMANAGALA, BENGALURU 560095 U70101TN2008PTC068877 SUBSIDIARY 100.00 Section 2(87)(ii) U74140KA2011PTC061480 SUBSIDIARY 88.64 Section 2(87)(ii) 105 Sl. No Name of the Address of the Company CIN/GLN U72900TN2015FTC101675 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 82.96 Section 2(87)(ii) 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Company SYNCORDIS SOFTWARE SERVICES INDIA PRIVATE LIMITED SYNCORDIS S.A. LUXEMBOURG HENIKWON CORPORATION SDN. BHD 4TH FLOOR, ROOP EMERALD, NO.45, NORTH USMAN ROAD T. NAGAR 600017 105 ROUTE D’ARLON, L-8009 STRASSEN RCS LUXEMBOURG B NUM’ERO 105331 2A-03-2, LORONG BATU NILAM 4A, BANDAR BUKIT TINGGI, 41200, KLANG, SELANGOR, MALAYSIA HI-TECH ROCK PRODUCTS & AGGREGATE LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 KANA CONTROLS GENERAL TRADING & CONTRACTING COMPANY WLL KESUN IRON AND STEEL COMPANY PRIVATE LIMITED KUDGI TRANSMISSION LIMITED L&T - GULF PRIVATE LIMITED OFFICE NO. 14, 5TH FLOOR, AL-FARWANIYA, BLOCK NO. 44, BLDG. NO. 6, GHASHAM FAHED AL-BASMAN, KUWAIT L&T ENERGY CENTRE, NEAR CHHANI JAKAT NAKA, VADODARA, GUJARAT-390002 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 SYNCORDIS FRANCE SARL 8, RUE, PAUL BELMONDO PARIS, FRANCE - 75012 AHMEDABAD-MALIYA TOLLWAY LIMITED L&T ARUNACHAL HYDROPOWER LIMITED L&T AVIATION SERVICES PRIVATE LIMITED L&T BPP TOLLWAY LIMITED L&T CAPITAL COMPANY LIMITED L&T CAPITAL MARKETS LIMITED L&T CASSIDIAN LIMITED* L&T CHENNAI TADA TOLLWAY LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 106 B105331 SUBSIDIARY 82.96 Section 2(87)(ii) 161535-W SUBSIDIARY 100.00 Section 2(87)(ii) U14290TN2008PLC065900 SUBSIDIARY 100.00 Section 2(87)(ii) 10292 SUBSIDIARY 49.00 Section 2(87)(i) U27100GJ2009PTC055901 SUBSIDIARY 95.00 Section 2(87)(ii) U40106TN2012GOI111122 SUBSIDIARY 97.45 Section 2(87)(ii) U74140MH2008PTC177765 SUBSIDIARY 50.0002 Section 2(87)(ii) 514135862 SUBSIDIARY 82.96 Section 2(87)(ii) U45203TN2008PLC069211 SUBSIDIARY 97.45 Section 2(87)(ii) U40300MH2010PLC204778 SUBSIDIARY 100.00 Section 2(87)(ii) U62100MH2009PTC196917 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2011PLC080786 SUBSIDIARY 97.45 Section 2(87)(ii) U67190MH2000PLC125653 SUBSIDIARY 100.00 Section 2(87)(ii) U67190MH2013PLC240261 SUBSIDIARY 64.01 Section 2(87)(ii) U29253MH2011PLC216258 SUBSIDIARY 100.00 Section 2(87)(ii) U45309TN2008PLC066938 SUBSIDIARY 97.45 Section 2(87)(ii) Sl. No Name of the Address of the Company CIN/GLN Company 21 L&T CONSTRUCTION EQUIPMENT LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U29119MH1997PLC109700 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 100.00 Section 2(87)(ii) 22 SYNCORDIS LIMITED L&T DECCAN TOLLWAYS LIMITED DEVIHALLI HASSAN TOLLWAY LIMITED BEACON HOUSE, 15 CHRISTCHURCH ROAD, BOURNEMOUTH, DORSET, ENGLAND, UK - BH13LB MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T ELECTRICAL & AUTOMATION FZE WAREHOUSE NO. FZS2ABO5 262158, JEBEL ALI FREE ZONE, DUBAI, UNITED ARAB EMIRATES L&T ELECTRICAL AND AUTOMATION SAUDI ARABIA COMPANY LIMITED LLC MH-4, PLOT NO. 17+19, IIND INDUSTRIAL CITY, DAMMAM, P.O. BOX 77186, AL KHOBAR 31952, KINGDOM OF SAUDI ARABIA L&T ELECTRICALS AND AUTOMATION LIMITED L&T FINANCE HOLDINGS LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. L&T FINANCE LIMITED TECHNOPOLICE, 7TH FLOOR, A WING, PLOT NO. 4, BLOCK-BP, SECTOR- V, SALT LAKE, KOLKATA -700091 L&T HALOL-SHAMLAJI TOLLWAY LIMITED L&T HIMACHAL HYDROPOWER LIMITED L&T HOUSING FINANCE LIMITED L&T HOWDEN PRIVATE LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 RAMA COTTAGE, KANLOG, SHIMLA-171001 BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HYDROCARBON ENGINEERING LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 10045506 SUBSIDIARY 82.96 Section 2(87)(ii) U45203TN2011PLC083661 SUBSIDIARY 97.45 Section 2(87)(ii) U45203TN2010PLC075491 SUBSIDIARY 97.45 Section 2(87)(ii) 107673 SUBSIDIARY 100.00 Section 2(87)(ii) 2050051589 SUBSIDIARY 100.00 Section 2(87)(ii) U31501MH2007PLC176667 SUBSIDIARY 100.00 Section 2(87)(ii) L67120MH2008PLC181833 SUBSIDIARY 64.01 Section 2(87)(ii) U65910WB1993FLC060810 SUBSIDIARY 64.01 Section 2(87)(ii) U45203TN2008PLC069210 SUBSIDIARY 47.75 Section 2(87)(i) U40102HP2010PLC031697 SUBSIDIARY 100.00 Section 2(87)(ii) U45200MH1994PLC259630 SUBSIDIARY 64.01 Section 2(87)(ii) U31401MH2010PTC204403 SUBSIDIARY 50.10 Section 2(87)(ii) U11200MH2009PLC191426 SUBSIDIARY 100.00 Section 2(87)(ii) L&T IDPL TRUSTEE MANAGER PTE. LTD. 8 CROSS STREET, #10-00, PWC BUILDING, SINGAPORE (048424) 201326418G SUBSIDIARY 97.45 Section 2(87)(ii) L&T INFORMATION TECHNOLOGY SERVICES (SHANGHAI) CO., LTD. ROOM 1100, BUILDING 2, NO.1388, XINGXIAN ROAD, JIADING DISTRICT, SHANGHAI L&T INFOTECH FINANCIAL SERVICES TECHNOLOGIES INC 2810, MATHESON BLVD EAST SUITE 500, MISSISSAUGA, ONL4W 4X7 CANADA 310000400714060 (JIADING) SUBSIDIARY 82.96 Section 2(87)(ii) 770556-5 SUBSIDIARY 82.96 Section 2(87)(ii) 107 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Sl. No Name of the Address of the Company CIN/GLN Company L&T INFRA DEBT FUND LIMITED PLOT NO. 177, CTS 6970, 6971,VIDYANAGARI MARG, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),  MUMBAI - 400098 L67100MH2013PLC241104 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 64.01 Section 2(87)(ii) L&T INFRA INVESTMENT PARTNERS ADVISORY PRIVATE LIMITED PLOT NO. 177, CTS 6970, 6971,VIDYANAGARI MARG, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),  MUMBAI - 400098 U67190MH2011PTC218046 SUBSIDIARY 64.01 Section 2(87)(ii) L&T INFRA INVESTMENT PARTNERS TRUSTEE PRIVATE LIMITED SYNCORDIS PSF S.A. PLOT NO. 177, VIDYANAGARI MARG, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),  MUMBAI - 400098 U65900MH2011PTC220896 SUBSIDIARY 64.01 Section 2(87)(ii) 105, ROUTE D’ARLON, L-8009, STRASSEN, LUXEMBOURG B217963 SUBSIDIARY 82.96 Section 2(87)(ii) L&T INFRASTRUCTURE DEVELOPMENT PROJECTS LIMITED L&T INFRASTRUCTURE ENGINEERING LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T INFRASTRUCTURE FINANCE COMPANY LIMITED BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. L&T INTERSTATE ROAD CORRIDOR LIMITED L&T INVESTMENT MANAGEMENT LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. L&T KOBELCO MACHINERY PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 KRISHNAGIRI THOPUR TOLL ROAD LIMITED L&T KRISHNAGIRI WALAJAHPET TOLLWAY LIMITED L&T METRO RAIL (HYDERABAD) LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 HYDERABAD METRO RAIL ADMINISTRATIVE BUILDING, UPPAL MAIN ROAD, NAGOLE, HYDERABAD, TELANGANA 500039. L&T MODULAR FABRICATION YARD LLC PO BOX 236, P.C 322, FALAZ AL QABAIL, SOHAR, SULTANATE OF OMAN L&T MUTUAL FUND TRUSTEE LIMITED L&T HOUSE BALLARD ESTATE, P.O. BOX 278, MUMBAI 400001 L&T OVERSEAS PROJECTS NIGERIA LIMITED 252E, MURI OKUNOLA STREET, VICTORIA ISLAND, LAGOS, NIGERIA U65993TN2001PLC046691 SUBSIDIARY 97.45 Section 2(87)(ii) U74140TN1998PLC039864 SUBSIDIARY 100.00 Section 2(87)(ii) U67190TN2006PLC059527 SUBSIDIARY 64.01 Section 2(87)(ii) U45203TN2006PLC058735 SUBSIDIARY 97.45 Section 2(87)(ii) U65991MH1996PLC229572 SUBSIDIARY 64.01 Section 2(87)(ii) U29253MH2010PTC210325 SUBSIDIARY 51.00 Section 2(87)(ii) U45203TN2005PLC057930 SUBSIDIARY 97.45 Section 2(87)(ii) U45203TN2010PLC075446 SUBSIDIARY 97.45 Section 2(87)(ii) U45300TG2010PLC070121 SUBSIDIARY 100.00 Section 2(87)(ii) 1001910 SUBSIDIARY 70.00 Section 2(87)(ii) U65993MH1996PLC211198 SUBSIDIARY 64.01 Section 2(87)(ii) 601723 SUBSIDIARY 100.00 Section 2(87)(ii) 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 108 Sl. No Name of the Address of the Company CIN/GLN U45203TN2005PLC056999 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 97.45 Section 2(87)(ii) 54 55 56 Company PANIPAT ELEVATED CORRIDOR LIMITED ESENCIA TECHNOLOGIES INC L&T POWER DEVELOPMENT LIMITED 57 L&T POWER LIMITED 58 L&T RAJKOT-VADINAR TOLLWAY LIMITED 59 L&T REALTY FZE 60 L&T REALTY LIMITED 61 62 63 64 65 66 67 68 69 70 L&T SAMAKHIALI GANDHIDHAM TOLLWAY LIMITED L&T SAMBALPUR - ROURKELA TOLLWAY LIMITED L&T SAPURA OFFSHORE PRIVATE LIMITED L&T SAPURA SHIPPING PRIVATE LIMITED L&T SEAWOODS LIMITED L&T SHIPBUILDING LIMITED L&T SPECIAL STEELS AND HEAVY FORGINGS PRIVATE LIMITED L&T TECHNOLOGY SERVICES LIMITED L&T TECHNOLOGY SERVICES LLC L&T THALES TECHNOLOGY SERVICES PRIVATE LIMITED MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 2350 MISSION COLLEGE BLVD SUITE 490, SANTA CLARA, CA 95054, USA L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 EXECUTIVE SUITE, P.O.BOX 121576, SAIF ZONE,SHARJAH, U.A.E. L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 GROUND FLOOR, TC-1 BUILDING, L&T CONSTRUCTION CAMPUS, MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 200, WEST ADAMS STREET, CHICAGO, ILLINOIS-60606 RR V TOWER, 6TH FLOOR, 33A, DEVELOPED PLOTS, SIDCO INDUSTRIAL ESTATE, GUINDY, CHENNAI-600032 0479598-9 SUBSIDIARY 88.64 Section 2(87)(ii) U40101MH2007PLC174071 SUBSIDIARY 100.00 Section 2(87)(ii) U40100MH2006PLC160413 SUBSIDIARY 99.99 Section 2(87)(ii) U45203TN2008PLC069184 SUBSIDIARY 97.45 Section 2(87)(ii) 02 - 01 - 05714 SUBSIDIARY 100.00 Section 2(87)(ii) U74200MH2007PLC176358 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2010PLC074501 SUBSIDIARY 97.45 Section 2(87)(ii) U45206TN2013PLC093395 SUBSIDIARY 97.45 Section 2(87)(ii) U11200TN2010PTC077214 SUBSIDIARY 60.00 Section 2(87)(ii) U61100TN2010PTC077217 SUBSIDIARY 60.00 Section 2(87)(ii) U45203MH2008PLC180029 SUBSIDIARY 100.00 Section 2(87)(ii) U74900TN2007PLC065356 SUBSIDIARY 97.00 Section 2(87)(ii) U27109MH2009PTC193699 SUBSIDIARY 74.00 Section 2(87)(ii) L72900MH2012PLC232169 SUBSIDIARY 88.64 Section 2(87)(ii) 0479598-9 SUBSIDIARY 88.64 Section 2(87)(ii) U72200TN2006PTC059421 SUBSIDIARY 65.60 Section 2(87)(ii) 109 Sl. No Name of the Address of the Company CIN/GLN Company L&T TRANSPORTATION INFRASTRUCTURE LIMITED MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 U45203TN1997PLC039102 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 98.12 Section 2(87)(ii) 75 L&T VALVES LIMITED L&T TRUSTEE COMPANY PRIVATE LIMITED * L&T UTTARANCHAL HYDROPOWER LIMITED VADODARA BHARUCH TOLLWAYS LIMITED L&T VISION VENTURES LIMITED L&T FINANCIAL CONSULTANTS LIMITED WESTERN ANDHRA TOLLWAYS LIMITED LTIDPL INDVIT SERVICES LIMITED (formerly known as L&T WESTERN INDIA TOLLBRIDGE LIMITED) L&T-MHPS BOILERS PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 VILLAGE BEDUBAGAR P.O AUGUSTMUNI RUDRAPRAYAG Rudra Prayag UR 246421 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U74990MH2009PTC193936 SUBSIDIARY 100.00 Section 2(87)(ii) U31401UR2006PLC032329 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2005PLC058417 SUBSIDIARY 97.45 Section 2(87)(ii) U74999MH1961PLC012188 SUBSIDIARY 100.00 Section 2(87)(ii) U74210TN2006PLC061845 SUBSIDIARY 68.00 Section 2(87)(ii) U65100MH2011PLC299024 SUBSIDIARY 64.01 Section 2(87)(ii) U45203TN2005PLC057931 SUBSIDIARY 97.45 Section 2(87)(ii) U45203TN1999PLC042518 SUBSIDIARY 97.45 Section 2(87)(ii) U29119MH2006PTC165102 SUBSIDIARY 51.00 Section 2(87)(ii) L&T-MHPS TURBINE GENERATORS PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U31101MH2006PTC166541 SUBSIDIARY 51.00 Section 2(87)(ii) L&T-SARGENT & LUNDY LIMITED LARSEN & TOUBRO (EAST ASIA) SDN. BHD LARSEN & TOUBRO ATCO SAUDIA LLC LARSEN & TOUBRO ELECTROMECH LLC LARSEN & TOUBRO HEAVY ENGINEERING LLC LARSEN & TOUBRO HYDROCARBON INTERNATIONAL LIMITED LLC LARSEN & TOUBRO INFOTECH CANADA LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 SUITE 702, 7TH FLOOR, WISMA HANGSAM, JALAN HANG LEKIR, 50000 KUALA LUMPUR, MALAYSIA U74210MH1995PLC088099 SUBSIDIARY 50.0001 Section 2(87)(ii) 390357-T SUBSIDIARY 30.00 Section 2(87)(i) AL-TURKI BUILDING, KING KHALED STREET, P.O. BOX 91, DAMMAM 2050055625 P.O. BOX 1999, RUWI, POSTAL CODE 112, MUSCAT 1/04445/1 P.O. BOX 281, POSTAL CODE 325, W LIWA, SULTANATE OF OMAN 1042928 SUBSIDIARY 100.00 Section 2(87)(ii) SUBSIDIARY 70.00 Section 2(87)(ii) SUBSIDIARY 70.00 Section 2(87)(ii) P.O. BOX 6391, AL KHOBAR 34423, KINGDOM OF SAUDI ARABIA 2051053464 SUBSIDIARY 100.00 Section 2(87)(ii) 2810, MATHESON BLVD EAST SUITE 500, MISSISSAUGA, ONL4W 4X7 CANADA 1415026 SUBSIDIARY 82.96 Section 2(87)(ii) 71 72 73 74 76 77 78 79 80 81 82 83 84 85 86 87 88 110 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 Sl. No Name of the Address of the Company CIN/GLN Company LARSEN & TOUBRO INFOTECH GMBH LARSEN & TOUBRO INFOTECH LIMITED EURO-ASIA BUSINESS CENTRE, MESSE-ALLEE 2, D-04356, LEIPZIG, GERMANY HRB15958 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 82.96 Section 2(87)(ii) L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L72900MH1996PLC104693 SUBSIDIARY 82.96 Section 2(87)(ii) LARSEN & TOUBRO INFOTECH LLC 1220, N. MARKET ST., SUITE 806, WILMINGTON, DE 19801, USA 270596763 SUBSIDIARY 82.96 Section 2(87)(ii) LARSEN & TOUBRO INTERNATIONAL FZE LARSEN & TOUBRO KUWAIT CONSTRUCTION GENERAL CONTRACTING COMPANY, WITH LIMITED LIABILITY LARSEN & TOUBRO LLC LARSEN & TOUBRO OMAN LLC LARSEN & TOUBRO QATAR LLC L&T MBDA MISSILE SYSTEMS LIMITED LARSEN & TOUBRO SAUDI ARABIA LLC LARSEN & TOUBRO TANDD SA (PTY) LIMITED OFFICE LOB 16 G 08, POST BOX 41558, HAMRIYAH FREE ZONE, SHARJAH, UNITED ARAB EMIRATES PLOT NO. 3, BUILDING NO.1, SHARQ, KUWAIT 113, BARKSDALE PROFESSIONAL CENTRE, NEWARK CITY, COUNTRY OF NEW CASTLE, G56 ZIP CODE-19711, U.S.A 0067 SUBSIDIARY 100.00 Section 2(87)(ii) 117668 SUBSIDIARY 49.00 Section 2(87)(i) 6 DEL.C 18-101 SUBSIDIARY 99.19 Section 2(87)(ii) P.O. BOX 1127, RUWI, POSTAL CODE 112, SULTANATE OF OMAN 1/40304/4 SUBSIDIARY 65.00 Section 2(87)(ii) P.O. BOX 24399, SH. THAMOUR BLDG., MEZZANINE FLOOR, AL-HANDASA AREA, NEAR JAIDAH FLYOVER, B RING ROAD, DOHA, QATAR L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 P.O. BOX NO.20, RIYADH 11351, KINGDOM OF SAUDI ARABIA 11351 2ND FLOOR, 4 PENCARROW CRESCENT, LA LUCIA RIDGE OFFICE ESTATE, SOUTH AFRICA 4019 27454 SUBSIDIARY 49.00 Section 2(87)(i) U29308MH2017PLC293402 SUBSIDIARY 51.00 Section 2(87)(i) 1010154437 SUBSIDIARY 100.00 Section 2(87)(ii) 2010/018159/07 SUBSIDIARY 72.50 Section 2(87)(ii) LARSEN AND TOUBRO INFOTECH SOUTH AFRICA (PTY) LIMITED 6TH FLOOR, 119 HERTZOG BOULEVARD, FORESHORE, CAPETOWN, SOUTH AFRICA 8001 LARSEN TOUBRO ARABIA LLC MUDIT CEMENT PRIVATE LIMITED NABHA POWER LIMITED PNG TOLLWAY LIMITED ALMADA TOWER, PRINCE TURKI STREET, AL KHOBAR, SAUDI ARABIA 5TH FLOOR, DCM BUILDING, 16, BARAKHAMBA ROAD, CONNAUGHT PLACE, NEW DELHI - 110001 PO BOX NO-28, NEAR VILLAGE NALASH, RAJPURA, PATIALA, PUNJAB-140401 MOUNT POONAMALLE ROAD, POST BOX NO.979, MANAPAKKAM, CHENNAI - 600089 PT TAMCO INDONESIA JALAN RAYA PASAR SERANG, NO. 15, KANDANG RODA, CIKARANG BEKASI 17330, INDONESIA 2011/007226/07 SUBSIDIARY 62.14 Section 2(87)(ii) 2051049523 SUBSIDIARY 75.00 Section 2(87)(ii) U26942DL1990PTC041941 SUBSIDIARY 64.01 Section 2(87)(ii) U40102PB2007PLC031039 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2009PLC070741 SUBSIDIARY 72.77 Section 2(87)(ii) C2-18.177.HT.01.01.HT 94 SUBSIDIARY 100.00 Section 2(87)(ii) 111 Sl. No Name of the Address of the Company CIN/GLN Company AHU-0110258.AH.01.09 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 95.00 Section 2(87)(ii) PT. LARSEN & TOUBRO HYDROCARBON ENGINEERING INDONESIA THE CITY TOWER, 12TH FLOOR, UNIT 1-N, J1.MH., THAMRIN NO.81, CENTRAL JAKARTA, INDONESIA 10310 RAYKAL ALUMINIUM COMPANY PRIVATE LIMITED ANNAPURNA COMPLEX, 559, LEWIS ROAD, BHUBANESWAR, KHORDHA-751014 U13203OR1999PTC005673 SUBSIDIARY 75.50 Section 2(87)(ii) 2159287 SUBSIDIARY 100.00 Section 2(87)(ii) 1503665631 SUBSIDIARY 50.00 Section 2(87)(i) ACN006140512 SUBSIDIARY 100.00 Section 2(87)(ii) 775268-H SUBSIDIARY 100.00 Section 2(87)(ii) 01201246 SUBSIDIARY 100.00 Section 2(87)(ii) CL2106 SUBSIDIARY 100.00 Section 2(87)(ii) U74999TN2016PTC103769 SUBSIDIARY 97.00 Section 2(87)(ii) THE WOODROPE BUILDING, WOODROLFE ROAD, TOLLESBURY, MALDONESSEX CM9 8SE, UNITED KINGDOM “AGHA NEMATULLA STREET 224, NARIMANOV DISTRICT BAKU CITY, ALGERIA” 31, KITCHEN ROAD, DANDENONG, VICTORIA 3175, AUSTRALIA UNIT C508, BLOCK C, KELANA SQUARE, JALAN SS7/26, KELANA JAYA 47301, PETALING JAYA SELANGOR DAR UL EHSAN, MALAYSIA ENDEAVOUR HOUSE, BENTALLS INDUSTRIAL ESTATE, HOLLOWAY ROAD, MALDON, ESSEX, C9 4ER, UNITED KINGDOM UNIT 7, LEVEL 3, GATE PRECINCT, BUILDING 2, DUBAI INTERNATIONAL FINANCIAL CENTRE, P.O BOX 63671, DUBAI, UAE NO.22, L&T CONSTRUCTION COMPLEX, MOUNT POONAMALLE ROAD, MANAPAKKAM, CHENNAI - 600089 C/JOSE ABASCAL, 56 2ND FLOOR, MADRID B87472072 SUBSIDIARY 82.96 Section 2(87)(ii) c/o, OBERHAMMER, RECHTSANWALTE GMBH, KARLSPLATZ, 3/1, VIENNA GODREJ ETERNIA A, 5TH FLOOR, MUMBAI PUNE ROAD, SHIVAJINAGAR, PUNE, MAHARASHTRA - 400005 BOSQUE DE CIRUELOS 180, SUITE PP 101, COL.BOSQUES DE LAS LOMAS, 11700 MEXICO CITY, MEXICO L&T HOUSE BALLARD ESTATE MUMBAI 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI 400001 FN435491D SUBSIDIARY 82.96 Section 2(87)(ii) U72200PN2012PTC145539 SUBSIDIARY 82.96 Section 2(87)(ii) N-2017020633 SUBSIDIARY 82.96 Section 2(87)(ii) U45309MH2016PTC283661 SUBSIDIARY 100.00 Section 2(87)(ii) U45400MH2017PTC292586 SUBSIDIARY 100.00 Section 2(87)(ii) 106 107 108 109 110 111 SERVOWATCH SYSTEMS LIMITED L&T HYDROCARBON CASPIAN LLC TAMCO ELECTRICAL INDUSTRIES AUSTRALIA PTY LTD TAMCO SWITCHGEAR (MALAYSIA) SDN BHD 112 THALEST LIMITED 113 L&T GLOBAL HOLDINGS LIMITED 114 115 116 117 MARINE INFRASTRUCTURE DEVELOPER PRIVATE LIMITED L&T INFORMATION TECHNOLOGY SPAIN SOCIEDAD LIMITADA LARSEN & TOUBRO INFOTECH AUSTRIA GMBH AUGMENT IQ DATA SCIENCES PRIVATE LIMITED @ 118 L&T INFOTECH S. DE. RL.C.V SAHIBGANJ GANGES BRIDGE-COMPANY PRIVATE LIMITED L&T INFRA CONTRACTORS PRIVATE COMPANY LIMITED 119 120 121 122 112 LTH MILCOM PRIVATE LIMITED L & T HOUSE, BALLARD ESTATE, MUMBAI 400001 SEAWOODS REALTY PRIVATE LIMITED * L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U74999MH2015PTC267502 SUBSIDIARY 56.67 Section 2(87)(ii) U70109MH2016PTC285064 SUBSIDIARY 100.00 Section 2(87)(ii) Sl. No Name of the Address of the Company CIN/GLN U70103MH2016PTC285466 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 100.00 Section 2(87)(ii) Company 123 SEAWOODS RETAIL PRIVATE LIMITED * ARDOM TELECOM PRIVATE LIMITED GUJARAT LEATHER INDUSTRIES LIMITED @@ INDIRAN ENGINEERING PROJECTS AND SYSTEMS KISH (LLC) L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 609B & 610, 6TH FLOOR, WELL DONE TECH PARK, SOHNA ROAD, SECTOR-41, GURGAON - 122018 NO 3001, GIDC INDUSTRIAL ESTATE, ANKLESHWAR, GUJARAT U64100HR2009PTC048269 ASSOCIATE 7.76 Section 2(6) U18104GJ1978SGC003134 ASSOCIATE 50.00 Section 2(6) POST BOX 1267, NEHA APARTMENT, BAZAAR-E-DANOOS, KISH ISLAND, IRAN 3744 ASSOCIATE 50.00 Section 2(6) INTERNATIONAL SEAPORTS (HALDIA) PRIVATE LIMITED FLAT NO. 27, 5TH FLOOR, KOHINOOR BUILDING, 105, PARK STREET, KOLKATA 700016 U45205WB1999PTC090733 ASSOCIATE 21.74 Section 2(6) L&T CAMP FACILITIES LLC P. O. BOX 44357, DUBAI, UNITED ARAB EMIRATES 600640 ASSOCIATE 49.00 Section 2(6) L& T-CHIYODA LIMITED LARSEN & TOUBRO QATAR & HBK CONTRACTING LLC MAGTORQ PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U28920MH1994PLC083035 ASSOCIATE 50.00 Section 2(6) P. O. BOX 1362, DOHA, QATAR 28634 ASSOCIATE 50.00 Section 2(6) NO. 58-C, SIPCOT INDUSTRIAL COMPLEX, HOSUR, TAMIL NADU 635126 U02520TZ1989PTC002458 ASSOCIATE 42.85 Section 2(6) GRAMEEN CAPITAL INDIA LIMITED^ 402, 36 TURNER ROAD,BANDRA WEST, MUMBAI - 400050 FEEDBACK INFRA PRIVATE LIMITED ^^ KMC INFRATECH ROAD HOUSINGS LIMITED^^^ 311, 3RD FLOOR,VARDHAMAN PLAZA, POCKET 7, PLOT NO. 6, SECTOR 12, DWARKA, NEW DELHI -110078 DOOR NO. 1-80/40/SP/58-65, SHILPA HOMES LAYOUT, GACHIBOWLI, HYDERABAD - 500032 U65923MH2007PTC168721 ASSOCIATE 23.87 Section 2(6) U74899DL1990PTC040630 ASSOCIATE 0.00 Section 2(6) U74900TG2014PLC095703 ASSOCIATE 0 Section 2(6) 1 2 3 4 5 6 7 8 9 10 11 ^^ The Associate is sold on March 19,2018 * Under Process of Strike Off ^^^ The Associate is sold on September 7,2017 @@ The Company is under Liquidation @ Merged with Larsen & Toubro Infotech Limited % Merged with Larsen & Toubro Limited w.e.f April 1,2017 113 IV. SHARE HOLDING PATTERN: i) Category-wise Share Holding: Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year Demat Physical Total % of Total Shares Demat Physical Total % Change during the year % of Total Shares A. Promoters (1) Indian a) b) c) d) e) f) Individual/HUF Central Govt State Govt (s) Bodies Corp. Banks / FI Any Other…. Sub-total (A)  (1):- (2) Foreign a) NRIs -Individuals b) Other –Individuals c) d) e) Bodies Corp. Banks / FI Any Other…. Sub-total (A)  (2):- Total shareholding of Promoter (A) =(A)(1)+(A)(2) B. Public Shareholding (1) Institutions a) MutualFunds b) c) d) e) f) g) h) Banks / FI Central Govt State Govt(s) Venture Capital Funds Insurance Companies FIIs Foreign Venture Capital Funds Sub-total (B)(1):- (2) Non-Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) ii) Individual shareholders holding nominal share capital upto R 2 lakh Individual shareholders holding nominal share capital in excess of R 2 lakh 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 107,273,904 67,089,940 1,874,190 0 0 185,203,662 20,810,053 0 12,822 31,933 0 0 0 107,286,726 67,121,873 1,874,190 0 0 11.50 202,331,530 7.19 0.20 0.00 0.00 36,983,534 3,077,602 0 0 13,878 46,100 0 0 0 202,345,408 37,029,634 3,077,602 0 0 450 185,204,112 19.85 297,215,504 675 297,216,179 0 0 20,810,053 0 2.23 0.00 962,363 52,558 1,014,921 0 0 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 14.44 2.64 0.22 0.00 0.00 21.21 0.07 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.94 -4.55 0.02 0.00 0.00 1.36 -2.16 0.00 382,251,749 45,205 382,296,954 40.98 540,570,533 113,211 540,683,744 38.58 -2.39 66,318,379 341,383 66,634,899 280,167 23,431 303,598 7.14 0.03 92,102,289 411,087 92,513,376 40,666 3,260 43,926 6.60 0.00 163,335,385 17,670,044 181,005,429 19.40 241,086,176 24,053,909 265,140,085 18.92 -0.54 -0.03 0.00 -0.48 19,459,126 218,526 19,677,652 2.11 29,385,457 0 29,385,457 2.10 -0.01 114 Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year Demat Physical Total % of Total Shares Demat Physical Total % Change during the year % of Total Shares c) Others (specify) i) ii) iii) Foreign Nationals Foreign Portfolio Investors Directors & Relatives 1,509,024 250 1,509,274 372,138 14,470 386,608 0.16 0.04 1,421,590 547,173 375 1,421,965 21,705 568,878 140,322,703 0 140,322,703 15.04 257,126,930 0 257,126,930 iv) Non-Residents 8,064,466 390,360 8,454,826 v) vi) Trust 114,734,515 17,766 114,752,281 Qualified Foreign Investor 0 0 0 0.91 12.30 0.00 12,173,050 540,579 12,713,629 172,101,772 26,649 172,128,421 0 0 0 Sub-total (B)(2):- 514,395,903 18,676,230 533,047,270 57.13 805,985,103 25,057,564 831,042,667 Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs 896,647,652 18,721,435 915,344,224 98.11 1,346,555,636 25,170,775 1,371,726,411 17,621,579 0 17,621,579 1.89 29,643,045 0 29,643,045 0.10 0.04 18.35 0.91 12.28 0.00 59.30 97.88 2.12 Grand Total (A+B+C) 914,269,231 18,721,435 932,965,803 100.00 1,376,198,681 25,170,775 1,401,369,456 100.00 (ii) Shareholding of Promoters: 0.00 -0.06 0.00 3.31 0.00 -0.02 0.00 2.17 -0.23 0.23 0.00 Sl Shareholders Name Shareholding at the beginning of the year No. of Shares %of Shares Pledged/ encumbered to total shares % of total Shares of the Company Shareholding at the end of the year No. of Shares % of total Shares of the Company %of Shares Pledged/ encumbered to total shares % change in share holding during the year 1 Total NIL NIL NIL NIL (iii) Change in Promoters’ Shareholding (please specify, if there is no change): Sl. No. 1 2 At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc): 3 At the End of the year Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares of the Company No. of shares % of total shares of the Company NIL NIL NIL NIL 115 (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Name of the Share Holder Date Sl. No. 1 LIFE INSURANCE CORPORATION OF INDIA Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 2 3 L&T EMPLOYEES WELFARE FOUNDATION Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) ADMINISTRATOR OF THE SPECIFIED UNDERTAKING OF THE UNIT TRUST OF INDIA Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 4 HDFC TRUSTEE CO LTD A/C HDFC EQUITY FUND Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Shareholding at the beginning of the Year 23/06/2017 21/07/2017 26/01/2018 26/01/2018 09/03/2018 09/03/2018 23/03/2018 23/03/2018 At the end of the year Shareholding at the beginning of the Year 21/07/2017 At the end of the year Shareholding at the beginning of the Year 16/06/2017 23/06/2017 21/07/2017 28/07/2017 22/09/2017 17/11/2017 24/11/2017 At the end of the year Shareholding at the beginning of the Year 07/04/2017 07/04/2017 14/04/2017 14/04/2017 21/04/2017 21/04/2017 28/04/2017 116 Reason Increase/ Decrease in share holding 17887716 Transfer 85529855 Bonus 11400 Transfer -11400 Transfer 30000 Transfer -30000 Transfer 80000 Transfer -80000 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 16.42 153172007 171059723 256589578 256600978 256589578 256619578 256589578 256669578 256589578 256589578 114752281 18.33 18.32 18.32 18.31 18.31 18.31 18.32 18.31 18.31 12.30 12.29 57376140 Bonus 172128421 172128421 61102860 12.28 6.55 2140 Transfer -23725716 Transfer 18689642 Bonus 1070 Transfer 535 Transfer -19551346 Transfer -1261792 Transfer 6395 Transfer -43001 Transfer 255000 Transfer -286 Transfer 221000 Transfer -5676 Transfer 655771 Transfer 61105000 37379284 56068926 56069996 56070531 36519185 35257393 35257393 30704758 30711153 30668152 30923152 30922866 31143866 31138190 31793961 6.55 4.00 4.00 4.00 4.00 2.61 2.52 2.52 3.29 3.29 3.29 3.31 3.31 3.34 3.34 3.41 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 28/04/2017 05/05/2017 05/05/2017 12/05/2017 12/05/2017 19/05/2017 19/05/2017 26/05/2017 26/05/2017 02/06/2017 02/06/2017 09/06/2017 09/06/2017 16/06/2017 16/06/2017 23/06/2017 23/06/2017 30/06/2017 30/06/2017 07/07/2017 07/07/2017 14/07/2017 14/07/2017 21/07/2017 28/07/2017 28/07/2017 04/08/2017 04/08/2017 11/08/2017 11/08/2017 18/08/2017 18/08/2017 25/08/2017 25/08/2017 01/09/2017 08/09/2017 08/09/2017 15/09/2017 15/09/2017 22/09/2017 Reason Increase/ Decrease in share holding -138518 Transfer 1291 Transfer -175 Transfer 119000 Transfer -21606 Transfer 203 Transfer -433 Transfer 200000 Transfer -61555 Transfer 247040 Transfer -7776 Transfer 200000 Transfer -252291 Transfer 132803 Transfer -48141 Transfer 658328 Transfer -1337 Transfer 215509 Transfer -168500 Transfer 534636 Transfer -188500 Transfer 67089 Transfer -78053 Transfer 16815804 Bonus 222500 Transfer -220406 Transfer 101127 Transfer -93474 Transfer 62375 Transfer -2361 Transfer 51560 Transfer -72 Transfer 113429 Transfer -22500 Transfer 786393 Transfer 5907 Transfer -280 Transfer 1906000 Transfer -9134 Transfer 492500 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 3.39 3.39 3.39 3.40 3.40 3.40 3.40 3.42 3.42 3.44 3.44 3.46 3.44 3.45 3.45 3.52 3.52 3.54 3.52 3.58 3.56 3.57 3.56 3.57 3.59 3.57 3.58 3.57 3.58 3.58 3.58 3.58 3.59 3.59 3.64 3.64 3.64 3.78 3.78 3.81 117 31655443 31656734 31656559 31775559 31753953 31754156 31753723 31953723 31892168 32139208 32131432 32331432 32079141 32211944 32163803 32822131 32820794 33036303 32867803 33402439 33213939 33281028 33202975 50018779 50241279 50020873 50122000 50028526 50090901 50088540 50140100 50140028 50253457 50230957 51017350 51023257 51022977 52928977 52919843 53412343 Name of the Share Holder Date Sl. No. 22/09/2017 29/09/2017 29/09/2017 06/10/2017 06/10/2017 13/10/2017 13/10/2017 20/10/2017 20/10/2017 27/10/2017 27/10/2017 31/10/2017 31/10/2017 03/11/2017 03/11/2017 10/11/2017 10/11/2017 17/11/2017 17/11/2017 24/11/2017 24/11/2017 01/12/2017 01/12/2017 08/12/2017 15/12/2017 15/12/2017 22/12/2017 22/12/2017 29/12/2017 29/12/2017 05/01/2018 05/01/2018 12/01/2018 12/01/2018 19/01/2018 19/01/2018 26/01/2018 02/02/2018 02/02/2018 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 118 Reason Increase/ Decrease in share holding -1761 Transfer 586157 Transfer -293798 Transfer 953263 Transfer -101 Transfer 1080188 Transfer -221 Transfer 9000 Transfer -177 Transfer 218 Transfer -3814 Transfer 465 Transfer -251 Transfer 8987 Transfer -84596 Transfer 6930 Transfer -50458 Transfer 302016 Transfer -100077 Transfer 1107363 Transfer -76 Transfer 154 Transfer -76 Transfer 465201 Transfer 1108126 Transfer -211 Transfer 307454 Transfer -2700 Transfer 86000 Transfer -5460 Transfer 300148 Transfer -57915 Transfer 701380 Transfer -452 Transfer 100737 Transfer -527158 Transfer -656800 Transfer 867563 Transfer -3789 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 3.81 3.86 3.83 3.90 3.90 3.98 3.98 3.98 3.98 3.98 3.98 3.98 3.98 3.98 3.97 3.98 3.97 3.99 3.98 4.06 4.06 4.06 4.06 4.10 4.18 4.18 4.20 4.20 4.20 4.20 4.22 4.22 4.27 4.27 4.28 4.24 4.19 4.25 4.25 53410582 53996739 53702941 54656204 54656103 55736291 55736070 55745070 55744893 55745111 55741297 55741762 55741511 55750498 55665902 55672832 55622374 55924390 55824313 56931676 56931600 56931754 56931678 57396879 58505005 58504794 58812248 58809548 58895548 58890088 59190236 59132321 59833701 59833249 59933986 59406828 58750028 59617591 59613802 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 5 ICICI PRUDENTIAL CAPITAL PROTECTION ORIENTED FUND- Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 09/02/2018 09/02/2018 16/02/2018 16/02/2018 23/02/2018 23/02/2018 02/03/2018 02/03/2018 09/03/2018 09/03/2018 16/03/2018 23/03/2018 23/03/2018 30/03/2018 30/03/2018 At the end of the year Shareholding at the beginning of the Year 07/04/2017 07/04/2017 14/04/2017 14/04/2017 21/04/2017 28/04/2017 28/04/2017 05/05/2017 05/05/2017 12/05/2017 12/05/2017 19/05/2017 19/05/2017 26/05/2017 26/05/2017 02/06/2017 02/06/2017 09/06/2017 09/06/2017 16/06/2017 16/06/2017 23/06/2017 Reason Increase/ Decrease in share holding 65862 Transfer -1308260 Transfer 1718 Transfer -331815 Transfer 128226 Transfer -990500 Transfer 322118 Transfer -300000 Transfer 62437 Transfer -60000 Transfer 1228430 Transfer 2971 Transfer -1462089 Transfer 3541 Transfer -327069 Transfer 32740 Transfer -910768 Transfer 206513 Transfer -217163 Transfer 30943 Transfer 176235 Transfer -2466 Transfer 221504 Transfer -292001 Transfer 569319 Transfer -110932 Transfer 458973 Transfer -176770 Transfer 1887 Transfer -21000 Transfer 933950 Transfer -856 Transfer 62000 Transfer -202324 Transfer 136327 Transfer -28678 Transfer 2729 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 4.26 4.17 4.17 4.14 4.15 4.08 4.10 4.08 4.09 4.08 4.17 4.17 4.07 4.07 4.04 4.04 1.99 2.00 1.90 1.92 1.90 1.90 1.92 1.92 1.94 1.91 1.97 1.96 2.01 1.99 1.99 1.99 2.09 2.09 2.10 2.07 2.09 2.09 2.09 119 59679664 58371404 58373122 58041307 58169533 57179033 57501151 57201151 57263588 57203588 58432018 58434989 56972900 56976441 56649372 56649372 18598830 18631570 17720802 17927315 17710152 17741095 17917330 17914864 18136368 17844367 18413686 18302754 18761727 18584957 18586844 18565844 19499794 19498938 19560938 19358614 19494941 19466263 19468992 Name of the Share Holder Date Sl. No. 23/06/2017 30/06/2017 30/06/2017 07/07/2017 07/07/2017 14/07/2017 21/07/2017 28/07/2017 28/07/2017 04/08/2017 04/08/2017 11/08/2017 11/08/2017 18/08/2017 18/08/2017 25/08/2017 25/08/2017 01/09/2017 08/09/2017 08/09/2017 15/09/2017 15/09/2017 22/09/2017 22/09/2017 29/09/2017 29/09/2017 06/10/2017 06/10/2017 13/10/2017 13/10/2017 20/10/2017 20/10/2017 27/10/2017 27/10/2017 31/10/2017 31/10/2017 03/11/2017 03/11/2017 10/11/2017 10/11/2017 17/11/2017 Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 120 Reason Increase/ Decrease in share holding -267638 Transfer 105827 Transfer -458508 Transfer 196738 Transfer -401129 Transfer -616386 Transfer 9188625 Bonus 802533 Transfer -82 Transfer 1363572 Transfer -262 Transfer 423405 Transfer -355 Transfer 1272352 Transfer -543750 Transfer 1540970 Transfer -13500 Transfer 284860 Transfer 90656 Transfer -167 Transfer 2824 Transfer -21894 Transfer 1142 Transfer -106059 Transfer 334750 Transfer -130326 Transfer 545000 Transfer -6137 Transfer 5485 Transfer -160 Transfer 264388 Transfer -2705 Transfer 599471 Transfer -861587 Transfer 310 Transfer -1640 Transfer 133 Transfer -5353 Transfer 187352 Transfer -235355 Transfer 4176 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.06 2.07 2.02 2.04 2.00 1.93 1.94 2.00 2.00 2.10 2.10 2.13 2.13 2.22 2.18 2.29 2.29 2.31 2.32 2.32 2.32 2.31 2.31 2.31 2.33 2.32 2.36 2.36 2.36 2.36 2.38 2.38 2.42 2.36 2.36 2.36 2.36 2.36 2.37 2.36 2.36 19201354 19307181 18848673 19045411 18644282 18027896 27216521 28019054 28018972 29382544 29382282 29805687 29805332 31077684 30533934 32074904 32061404 32346264 32436920 32436753 32439577 32417683 32418825 32312766 32647516 32517190 33062190 33056053 33061538 33061378 33325766 33323061 33922532 33060945 33061255 33059615 33059748 33054395 33241747 33006392 33010568 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 17/11/2017 24/11/2017 24/11/2017 01/12/2017 01/12/2017 08/12/2017 08/12/2017 15/12/2017 15/12/2017 22/12/2017 22/12/2017 29/12/2017 29/12/2017 05/01/2018 05/01/2018 12/01/2018 12/01/2018 19/01/2018 19/01/2018 26/01/2018 26/01/2018 02/02/2018 02/02/2018 09/02/2018 09/02/2018 16/02/2018 16/02/2018 23/02/2018 23/02/2018 02/03/2018 02/03/2018 09/03/2018 09/03/2018 16/03/2018 16/03/2018 23/03/2018 23/03/2018 30/03/2018 At the end of the year Reason Increase/ Decrease in share holding -598963 Transfer 21988495 Transfer -327825 Transfer 910082 Transfer -2641210 Transfer 957548 Transfer -2139054 Transfer 23976 Transfer -307886 Transfer 945 Transfer -2890734 Transfer 152 Transfer -2141333 Transfer 43500 Transfer -680070 Transfer 13567 Transfer -703699 Transfer 864226 Transfer -3449899 Transfer 459935 Transfer -3180000 Transfer 221170 Transfer -2334507 Transfer 2164 Transfer -843193 Transfer 488036 Transfer -1697867 Transfer 730841 Transfer -762283 Transfer 215008 Transfer -644641 Transfer 4288 Transfer -2520414 Transfer 9519 Transfer -1443375 Transfer 140271 Transfer -2403693 Transfer 239173 Transfer Cumulative Shareholding during the Year No. of Shares 32411605 54400100 54072275 54982357 52341147 53298695 51159641 51183617 50875731 50876676 47985942 47986094 45844761 45888261 45208191 45221758 44518059 45382285 41932386 42392321 39212321 39433491 37098984 37101148 36257955 36745991 35048124 35778965 35016682 35231690 34587049 34591337 32070923 32080442 30637067 30777338 28373645 28612818 28612818 % of total shares of the Company 2.31 3.88 3.86 3.92 3.74 3.80 3.65 3.65 3.63 3.63 3.43 3.43 3.27 3.28 3.23 3.23 3.18 3.24 2.99 3.03 2.80 2.81 2.65 2.65 2.59 2.62 2.50 2.55 2.50 2.51 2.47 2.47 2.29 2.29 2.19 2.20 2.02 2.04 2.04 121 Name of the Share Holder Date Sl. No. 6 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Shareholding at the beginning of the Year 07/04/2017 14/04/2017 21/04/2017 28/04/2017 05/05/2017 12/05/2017 19/05/2017 26/05/2017 02/06/2017 09/06/2017 16/06/2017 23/06/2017 30/06/2017 07/07/2017 14/07/2017 21/07/2017 28/07/2017 04/08/2017 11/08/2017 18/08/2017 25/08/2017 01/09/2017 01/09/2017 08/09/2017 15/09/2017 22/09/2017 29/09/2017 06/10/2017 13/10/2017 20/10/2017 27/10/2017 31/10/2017 03/11/2017 10/11/2017 17/11/2017 24/11/2017 01/12/2017 08/12/2017 Reason Increase/ Decrease in share holding 108957 Transfer -9329 Transfer -254216 Transfer 86782 Transfer 11722 Transfer -13430 Transfer -29043 Transfer -255378 Transfer -45995 Transfer -84611 Transfer -167840 Transfer 18651 Transfer 64491 Transfer 195912 Transfer 193723 Transfer 8975522 Bonus -218105 Transfer -76870 Transfer -115617 Transfer -14152 Transfer 68598 Transfer 1267794 Transfer -1716958 Transfer 151280 Transfer -139858 Transfer 80694 Transfer 13919 Transfer 253860 Transfer -501026 Transfer 59202 Transfer -366589 Transfer 9341 Transfer 1155 Transfer -611911 Transfer -108888 Transfer -42355 Transfer -4114 Transfer 123 Transfer 122 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.96 18326578 18435535 18426206 18171990 18258772 18270494 18257064 18228021 17972643 17926648 17842037 17674197 17692848 17757339 17953251 18146974 27122496 26904391 26827521 26711904 26697752 26766350 28034144 26317186 26468466 26328608 26409302 26423221 26677081 26176055 26235257 25868668 25878009 25879164 25267253 25158365 25116010 25111896 25112019 1.98 1.97 1.95 1.96 1.96 1.96 1.95 1.93 1.92 1.91 1.89 1.90 1.90 1.92 1.94 1.94 1.92 1.92 1.91 1.91 1.91 2.00 1.88 1.89 1.88 1.89 1.89 1.90 1.87 1.87 1.85 1.85 1.85 1.80 1.80 1.79 1.79 1.79 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 7 GENERAL INSURANCE CORPORATION OF INDIA Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 15/12/2017 22/12/2017 29/12/2017 05/01/2018 12/01/2018 19/01/2018 19/01/2018 26/01/2018 02/02/2018 09/02/2018 16/02/2018 23/02/2018 23/02/2018 02/03/2018 02/03/2018 09/03/2018 16/03/2018 23/03/2018 30/03/2018 At the end of the year Shareholding at the beginning of the Year 07/04/2017 14/04/2017 28/04/2017 05/05/2017 19/05/2017 26/05/2017 23/06/2017 21/07/2017 28/07/2017 04/08/2017 15/09/2017 27/10/2017 31/10/2017 10/11/2017 17/11/2017 22/12/2017 05/01/2018 09/02/2018 Reason Increase/ Decrease in share holding -40 Transfer 8059 Transfer 104463 Transfer -128971 Transfer 92071 Transfer 35291 Transfer -25302 Transfer 99533 Transfer -59044 Transfer 375382 Transfer -74088 Transfer 11261 Transfer -5362 Transfer 24986 Transfer -53303 Transfer 9010 Transfer 139043 Transfer 4142 Transfer 104213 Transfer -50000 Transfer -68124 Transfer -35000 Transfer -15000 Transfer -39782 Transfer -10218 Transfer 500000 Transfer 8550000 Bonus -60000 Transfer -40000 Transfer -60000 Transfer -36000 Transfer -14000 Transfer -25601 Transfer -24399 Transfer -50000 Transfer -50000 Transfer -35000 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.79 1.79 1.80 1.79 1.80 1.80 1.80 1.81 1.80 1.83 1.82 1.82 1.82 1.82 1.82 1.82 1.83 1.83 1.84 1.84 1.80 1.80 1.79 1.79 1.78 1.78 1.78 1.83 1.83 1.83 1.82 1.82 1.82 1.82 1.81 1.81 1.81 1.81 1.80 123 25111979 25120038 25224501 25095530 25187601 25222892 25197590 25297123 25238079 25613461 25539373 25550634 25545272 25570258 25516955 25525965 25665008 25669150 25773363 25773363 16818124 16768124 16700000 16665000 16650000 16610218 16600000 17100000 25650000 25590000 25550000 25490000 25454000 25440000 25414399 25390000 25340000 25290000 25255000 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.79 1.78 1.77 1.77 1.76 1.76 0.97 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 8 RELIANCE CAPITAL TRUSTEE COMPANY LIMITED Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 16/02/2018 02/03/2018 09/03/2018 16/03/2018 23/03/2018 At the end of the year Shareholding at the beginning of the Year 07/04/2017 07/04/2017 14/04/2017 21/04/2017 28/04/2017 28/04/2017 05/05/2017 12/05/2017 12/05/2017 19/05/2017 19/05/2017 26/05/2017 26/05/2017 02/06/2017 02/06/2017 09/06/2017 16/06/2017 23/06/2017 30/06/2017 30/06/2017 07/07/2017 07/07/2017 14/07/2017 14/07/2017 21/07/2017 28/07/2017 04/08/2017 04/08/2017 11/08/2017 11/08/2017 18/08/2017 18/08/2017 Reason Increase/ Decrease in share holding -155000 Transfer -120000 Transfer -114500 Transfer -115500 Transfer -50000 Transfer 1917 Transfer -476998 Transfer 24 Transfer 109681 Transfer 1571 Transfer -30979 Transfer -3071 Transfer 104502 Transfer -2246 Transfer 18000 Transfer -1566 Transfer 5500 Transfer -176282 Transfer 138 Transfer -102912 Transfer -1145 Transfer -215 Transfer -1704 Transfer 13000 Transfer -22 Transfer 11 Transfer -1656 Transfer 25041 Transfer -21696 Transfer 4219951 Bonus -5571 Transfer 240070 Transfer -53382 Transfer 56400 Transfer -656004 Transfer 155430 Transfer -248383 Transfer 124 25100000 24980000 24865500 24750000 24700000 24700000 9013335 9015252 8538254 8538278 8647959 8649530 8618551 8615480 8719982 8717736 8735736 8734170 8739670 8563388 8563526 8460614 8459469 8459254 8457550 8470550 8470528 8470539 8468883 8493924 8472228 12692179 12686608 12926678 12873296 12929696 12273692 12429122 12180739 0.97 0.92 0.91 0.93 0.93 0.92 0.92 0.93 0.93 0.94 0.94 0.94 0.92 0.92 0.91 0.91 0.91 0.91 0.91 0.91 0.91 0.91 0.91 0.91 0.91 0.91 0.92 0.92 0.92 0.88 0.89 0.87 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 25/08/2017 25/08/2017 01/09/2017 08/09/2017 08/09/2017 15/09/2017 15/09/2017 22/09/2017 22/09/2017 29/09/2017 29/09/2017 06/10/2017 13/10/2017 20/10/2017 27/10/2017 31/10/2017 31/10/2017 03/11/2017 03/11/2017 10/11/2017 10/11/2017 17/11/2017 17/11/2017 24/11/2017 24/11/2017 01/12/2017 08/12/2017 08/12/2017 15/12/2017 15/12/2017 22/12/2017 22/12/2017 29/12/2017 05/01/2018 05/01/2018 12/01/2018 12/01/2018 19/01/2018 19/01/2018 Reason Increase/ Decrease in share holding 378553 Transfer -200015 Transfer 339261 Transfer 23092 Transfer -927 Transfer 100000 Transfer -222205 Transfer 104709 Transfer -276250 Transfer 203250 Transfer -1351536 Transfer 28249 Transfer 446665 Transfer 102987 Transfer 80193 Transfer 550357 Transfer -20388 Transfer 172641 Transfer -7425 Transfer 61300 Transfer -1047 Transfer 200021 Transfer -340045 Transfer 12130 Transfer -149490 Transfer -17642 Transfer 382438 Transfer -978 Transfer 206895 Transfer -5252 Transfer 250962 Transfer -799 Transfer -282000 Transfer 205536 Transfer -3750 Transfer 113129 Transfer -807 Transfer 807857 Transfer -233284 Transfer Cumulative Shareholding during the Year No. of Shares 12559292 12359277 12698538 12721630 12720703 12820703 12598498 12703207 12426957 12630207 11278671 11306920 11753585 11856572 11936765 12487122 12466734 12639375 12631950 12693250 12692203 12892224 12552179 12564309 12414819 12397177 12779615 12778637 12985532 12980280 13231242 13230443 12948443 13153979 13150229 13263358 13262551 14070408 13837124 % of total shares of the Company 0.90 0.88 0.91 0.91 0.91 0.92 0.90 0.91 0.89 0.90 0.81 0.81 0.84 0.85 0.85 0.89 0.89 0.90 0.90 0.91 0.91 0.92 0.90 0.90 0.89 0.88 0.91 0.91 0.93 0.93 0.94 0.94 0.92 0.94 0.94 0.95 0.95 1.00 0.99 125 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 9 NOMURA INDIA INVESTMENT FUND MOTHER FUND Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 26/01/2018 02/02/2018 02/02/2018 09/02/2018 16/02/2018 16/02/2018 23/02/2018 23/02/2018 02/03/2018 02/03/2018 09/03/2018 09/03/2018 16/03/2018 16/03/2018 23/03/2018 23/03/2018 30/03/2018 30/03/2018 At the end of the year Shareholding at the beginning of the Year 07/04/2017 14/04/2017 21/04/2017 28/04/2017 02/06/2017 09/06/2017 16/06/2017 30/06/2017 07/07/2017 21/07/2017 04/08/2017 25/08/2017 15/09/2017 29/09/2017 06/10/2017 27/10/2017 17/11/2017 26/01/2018 09/02/2018 At the end of the year Reason Increase/ Decrease in share holding -71253 Transfer 138374 Transfer -19756 Transfer 379601 Transfer 104944 Transfer -39 Transfer 427895 Transfer -158 Transfer 19171 Transfer -251828 Transfer 174116 Transfer -207168 Transfer 59595 Transfer -427217 Transfer 822570 Transfer -490454 Transfer 284520 Transfer -3640 Transfer 99356 Transfer 237143 Transfer 197405 Transfer 191568 Transfer 281461 Transfer 668610 Transfer 456041 Transfer 125809 Transfer 133812 Transfer 3080153 Bonus 1119411 Transfer 500000 Transfer 344874 Transfer 572436 Transfer 615328 Transfer 250000 Transfer 250000 Transfer 1235383 Transfer 250000 Transfer 126 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 0.98 0.99 0.99 1.02 1.03 1.03 1.06 1.06 1.06 1.04 1.05 1.04 1.04 1.01 1.07 1.03 1.05 1.05 1.05 0.40 0.41 0.44 0.46 0.48 0.51 0.58 0.63 0.65 0.66 0.66 0.74 0.78 0.80 0.84 0.88 0.90 0.92 1.01 1.03 1.03 13765871 13904245 13884489 14264090 14369034 14368995 14796890 14796732 14815903 14564075 14738191 14531023 14590618 14163401 14985971 14495517 14780037 14776397 14776397 3769101 3868457 4105600 4303005 4494573 4776034 5444644 5900685 6026494 6160306 9240459 10359870 10859870 11204744 11777180 12392508 12642508 12892508 14127891 14377891 14377891 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.52 Name of the Share Holder Date Sl. No. 10 GOVERNMENT OF SINGAPORE - E Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Shareholding at the beginning of the Year 07/04/2017 14/04/2017 21/04/2017 28/04/2017 05/05/2017 19/05/2017 26/05/2017 02/06/2017 09/06/2017 23/06/2017 07/07/2017 21/07/2017 18/08/2017 01/09/2017 08/09/2017 29/09/2017 06/10/2017 13/10/2017 03/11/2017 17/11/2017 24/11/2017 24/11/2017 01/12/2017 08/12/2017 15/12/2017 05/01/2018 12/01/2018 19/01/2018 26/01/2018 02/02/2018 09/02/2018 09/02/2018 16/02/2018 23/02/2018 23/02/2018 02/03/2018 02/03/2018 09/03/2018 23/03/2018 30/03/2018 At the end of the year Reason Increase/ Decrease in share holding 191456 Transfer -218114 Transfer -3340 Transfer -1471 Transfer -78973 Transfer -146297 Transfer -366946 Transfer 80103 Transfer 15163 Transfer -3556 Transfer 38670 Transfer 6831127 Bonus -270325 Transfer -141632 Transfer -256564 Transfer -773119 Transfer -1085600 Transfer -1089365 Transfer 107186 Transfer -82998 Transfer 25000 Transfer -1544688 Transfer -1744923 Transfer -671134 Transfer -2588525 Transfer 164948 Transfer 10152 Transfer 142522 Transfer 91273 Transfer 68953 Transfer 22547 Transfer -14769 Transfer -72873 Transfer 7820 Transfer -28748 Transfer 8593 Transfer -171847 Transfer 8323 Transfer 32858 Transfer 53830 Transfer 14155559 14347015 14128901 14125561 14124090 14045117 13898820 13531874 13611977 13627140 13623584 13662254 20493381 20223056 20081424 19824860 19051741 17966141 16876776 16983962 16900964 16925964 15381276 13636353 12965219 10376694 10541642 10551794 10694316 10785589 10854542 10877089 10862320 10789447 10797267 10768519 10777112 10605265 10613588 10646446 10700276 10700276 1.54 1.51 1.51 1.51 1.50 1.49 1.45 1.46 1.46 1.46 1.46 1.46 1.44 1.43 1.42 1.36 1.28 1.21 1.21 1.21 1.21 1.10 0.97 0.93 0.74 0.75 0.75 0.76 0.77 0.77 0.78 0.78 0.77 0.77 0.77 0.77 0.76 0.76 0.76 0.76 0.76 127 Name of the Share Holder Date Sl. No. 11 SBI MAGNUM EQUITY FUND Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Shareholding at the beginning of the Year 07/04/2017 07/04/2017 14/04/2017 21/04/2017 28/04/2017 28/04/2017 05/05/2017 12/05/2017 12/05/2017 19/05/2017 19/05/2017 26/05/2017 26/05/2017 02/06/2017 02/06/2017 09/06/2017 09/06/2017 16/06/2017 23/06/2017 23/06/2017 30/06/2017 30/06/2017 07/07/2017 07/07/2017 14/07/2017 14/07/2017 21/07/2017 28/07/2017 28/07/2017 04/08/2017 11/08/2017 11/08/2017 18/08/2017 25/08/2017 25/08/2017 01/09/2017 08/09/2017 08/09/2017 15/09/2017 15/09/2017 Reason Increase/ Decrease in share holding 371992 Transfer -4137 Transfer 187269 Transfer 287067 Transfer 47164 Transfer -260 Transfer 206238 Transfer 401651 Transfer -1341 Transfer 250756 Transfer -2538 Transfer 23395 Transfer -2072 Transfer 18323 Transfer -1022 Transfer 36867 Transfer -225189 Transfer 64146 Transfer 26874 Transfer -54324 Transfer 163263 Transfer -172000 Transfer 72052 Transfer -8904 Transfer 54509 Transfer -9928 Transfer 6139726 Bonus 168134 Transfer -588330 Transfer 176404 Transfer 160221 Transfer -16382 Transfer 107234 Transfer 149230 Transfer -300000 Transfer 119427 Transfer 129458 Transfer -279450 Transfer 38751 Transfer -593062 Transfer 128 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.12 10429047 10801039 10796902 10984171 11271238 11318402 11318142 11524380 11926031 11924690 12175446 12172908 12196303 12194231 12212554 12211532 12248399 12023210 12087356 12114230 12059906 12223169 12051169 12123221 12114317 12168826 12158898 18298624 18466758 17878428 18054832 18215053 18198671 18305905 18455135 18155135 18274562 18404020 18124570 18163321 17570259 1.16 1.16 1.18 1.21 1.21 1.21 1.23 1.28 1.28 1.30 1.30 1.31 1.31 1.31 1.31 1.31 1.29 1.29 1.30 1.29 1.31 1.29 1.30 1.30 1.30 1.30 1.31 1.32 1.28 1.29 1.30 1.30 1.31 1.32 1.30 1.30 1.31 1.29 1.30 1.25 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 22/09/2017 29/09/2017 29/09/2017 06/10/2017 06/10/2017 13/10/2017 13/10/2017 20/10/2017 27/10/2017 31/10/2017 31/10/2017 03/11/2017 10/11/2017 10/11/2017 17/11/2017 17/11/2017 24/11/2017 24/11/2017 01/12/2017 08/12/2017 08/12/2017 15/12/2017 22/12/2017 22/12/2017 29/12/2017 29/12/2017 05/01/2018 05/01/2018 12/01/2018 12/01/2018 19/01/2018 19/01/2018 26/01/2018 26/01/2018 02/02/2018 09/02/2018 09/02/2018 16/02/2018 16/02/2018 23/02/2018 23/02/2018 Reason Increase/ Decrease in share holding 139289 Transfer 46668 Transfer -500169 Transfer 198190 Transfer -24032 Transfer 184836 Transfer -200000 Transfer 112162 Transfer 66377 Transfer 61613 Transfer -19760 Transfer 63025 Transfer 15200 Transfer -7107 Transfer 6850 Transfer -83206 Transfer 155792 Transfer -1521 Transfer 100550 Transfer 256559 Transfer -10500 Transfer 150858 Transfer 1121350 Transfer -46978 Transfer 125928 Transfer -520 Transfer 590449 Transfer -1 Transfer 102469 Transfer -185 Transfer 3252 Transfer -36395 Transfer 2934 Transfer -771322 Transfer -295094 Transfer 894 Transfer -133250 Transfer 117845 Transfer -1020 Transfer 394 Transfer -24762 Transfer Cumulative Shareholding during the Year No. of Shares 17709548 17756216 17256047 17454237 17430205 17615041 17415041 17527203 17593580 17655193 17635433 17698458 17713658 17706551 17713401 17630195 17785987 17784466 17885016 18141575 18131075 18281933 19403283 19356305 19482233 19481713 20072162 20072161 20174630 20174445 20177697 20141302 20144236 19372914 19077820 19078714 18945464 19063309 19062289 19062683 19037921 % of total shares of the Company 1.26 1.27 1.23 1.25 1.24 1.26 1.24 1.25 1.26 1.26 1.26 1.26 1.26 1.26 1.26 1.26 1.27 1.27 1.28 1.29 1.29 1.30 1.38 1.38 1.39 1.39 1.43 1.43 1.44 1.44 1.44 1.44 1.44 1.38 1.36 1.36 1.35 1.36 1.36 1.36 1.36 129 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 12 THE NEW INDIA ASSURANCE COMPANY LIMITED Date wise Increase / Decrease in Shareholding during the year specifying the reasins for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 02/03/2018 02/03/2018 09/03/2018 09/03/2018 16/03/2018 16/03/2018 23/03/2018 30/03/2018 30/03/2018 At the end of the year Shareholding at the beginning of the Year 07/04/2017 14/04/2017 21/04/2017 05/05/2017 12/05/2017 19/05/2017 26/05/2017 23/06/2017 21/07/2017 15/09/2017 22/09/2017 17/11/2017 24/11/2017 01/12/2017 08/12/2017 15/12/2017 22/12/2017 19/01/2018 26/01/2018 02/02/2018 09/02/2018 16/02/2018 23/03/2018 30/03/2018 At the end of the year Reason Increase/ Decrease in share holding 682430 Transfer -2905 Transfer 213677 Transfer -21000 Transfer 250405 Transfer -84000 Transfer 328036 Transfer 100964 Transfer -5840 Transfer -20000 Transfer -79056 Transfer -944 Transfer -2500 Transfer -21896 Transfer -90604 Transfer -35000 Transfer 433000 Transfer 4732022 Bonus -57070 Transfer -111388 Transfer -30000 Transfer -73890 Transfer -46110 Transfer -50000 Transfer -46099 Transfer -78901 Transfer -10000 Transfer -26000 Transfer -14000 Transfer -23000 Transfer -8000 Transfer -21000 Transfer -4000 Transfer 130 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.41 1.41 1.42 1.42 1.44 1.43 1.46 1.46 1.46 1.46 0.99 0.99 0.98 0.98 0.98 0.98 0.97 0.97 1.01 1.01 1.01 1.00 1.00 0.99 0.99 0.99 0.98 0.98 0.98 0.98 0.97 0.97 0.97 0.97 0.97 0.97 19720351 19717446 19931123 19910123 20160528 20076528 20404564 20505528 20499688 20499688 9281045 9261045 9181989 9181045 9178545 9156649 9066045 9031045 9464045 14196067 14138997 14027609 13997609 13923719 13877609 13827609 13781510 13702609 13692609 13666609 13652609 13629609 13621609 13600609 13596609 13596609 (v) Shareholding of Directors and Key Managerial Personnel: Sl. No. Name of Director / KMP 1 A. M. NAIK Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equity etc); Shareholding at the beginning of the year % of total Shares of the Company 0.11 Bonus No. of shares 1,000,000 -10,000 -10,000 -10,000 -10,000 -1,000 -9,000 -10,000 -15,000 -15,000 -10,000 -20,000 -20,000 -10,000 -25,000 -9,369 -15,631 -25,000 -14,747 -10,253 -25,000 -25,000 -25,000 -25,000 325,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -25,000 -42 At the Beginning of the year 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 03-Apr-17 05-Apr-17 05-Apr-17 05-Apr-17 07-Apr-17 07-Apr-17 07-Apr-17 24-Apr-17 24-Apr-17 24-Apr-17 26-Apr-17 26-Apr-17 17-Jul-17 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 05-Jan-18 05-Jan-18 08-Jan-18 08-Jan-18 08-Jan-18 18-Jan-18 18-Jan-18 18-Jan-18 22-Jan-18 22-Jan-18 22-Jan-18 22-Jan-18 23-Jan-18 23-Jan-18 At the end of the year Cumulative Shareholding during the year No. of shares % of total Shares of the Company 424,958 0.03 131 Sl. No. 2 3 Name of Director / KMP S. N. SUBRAHMANYAN Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): R. SHANKAR RAMAN Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equity etc): 4 SHAILENDRA N. ROY Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Shareholding at the beginning of the year No. of shares % of total Shares of the Company Cumulative Shareholding during the year No. of shares % of total Shares of the Company At the beginning of the year 107,056 17/07/2017 12/08/2017 53,528 Bonus 52,500 ESOP exercise At the End of the year At the beginning of the year 189,000 213,084 0.02 17/07/2017 12/08/2017 94,500 Bonus 22,500 ESOP exercise 306,000 0.02 At the End of the year At the beginning of the year 12-Apr-17 12-Apr-17 12-Apr-17 21-Apr-17 21-Apr-17 21-Apr-17 24-Apr-17 24-Apr-17 24-Apr-17 25-Apr-17 25-Apr-17 25-Apr-17 25-Apr-17 25-Apr-17 26-Apr-17 26-Apr-17 26-Apr-17 27-Apr-17 27-Apr-17 27-Apr-17 27-Apr-17 27-Apr-17 27-Apr-17 10-May-17 17-Jul-17 12-Aug-17 21-Dec-17 21-Dec-17 21-Dec-17 22-Dec-17 27-Dec-17 65,350 -200 -200 -200 -500 -500 -500 -1,000 -500 -250 -250 -250 -250 -250 -250 -500 -500 -500 -500 -250 -500 -500 -500 -250 -500 27,875 Bonus 15,000 ESOP exercise -1,000 -1,000 -500 -500 -1,000 132 Sl. No. Name of Director / KMP Shareholding at the beginning of the year No. of shares % of total Shares of the Company Cumulative Shareholding during the year No. of shares % of total Shares of the Company Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 5 6 D. K. SEN Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc): M. V. SATISH Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc): 7 J. D. PATIL Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus / sweat equity etc): 03-Jan-18 03-Jan-18 03-Jan-18 03-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 04-Jan-18 05-Jan-18 08-Jan-18 08-Jan-18 08-Jan-18 08-Jan-18 15-Jan-18 17-Jan-18 18-Jan-18 At the End of the year At the beginning of the year 17-Jul-17 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -500 -1,000 -1,000 -1,000 -1,000 -1,000 -1,000 -3,000 -2,000 30,703 15,351 Bonus 75,125 0.01 At the End of the year At the beginning of the year 17-Jul-17 42,875 21,437 Bonus 46,054 0.00 At the End of the year As on the date of appointment as director 17-Jul-17 114,840 57,420 Bonus 64,312 0.00 At the End of the year 172,260 0.01 133 Shareholding at the beginning of the year No. of shares At the beginning of the year 17-Jul-17 1,629 814 % of total Shares of the Company Bonus Cumulative Shareholding during the year No. of shares % of total Shares of the Company At the End of the year At the beginning of the year 17-Jul-17 750 375 Bonus 2,443 0.00 At the End of the year At the beginning of the year 17-Jul-17 150 75 Bonus 1,125 0.00 At the End of the year At the beginning of the year 17-Jul-17 885 442 Bonus 225 0.00 At the End of the year At the beginning of the year 150 1,327 0.00 17-Jul-17 75 Bonus At the End of the year At the beginning of the year 17-Jul-17 100 50 0.00 Bonus 225 0.00 Sl. No. 8 9 10 11 12 13 Name of Director / KMP M. M. CHITALE Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): SUBODH BHARGAVA Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): M. DAMODARAN Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): VIKRAM SINGH MEHTA Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/sweat equity etc): SUSHOBHAN SARKER jointly with Life Insurance Corporation of India Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): ADIL ZAINULBHAI Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 134 At the End of the year 150 0.00 Sl. No. 14 15 16 17 18 Name of Director / KMP AKHILESH GUPTA Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NARAYANAN KUMAR Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): SANJEEV AGA Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): SUNITA SHARMA jointly with Life Insurance Corporation of India Da+B219:B221te wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): THOMAS MATHEW T. Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Cumulative Shareholding during the year No. of shares % of total Shares of the Company Shareholding at the beginning of the year No. of shares 200 100 7,380 % of total Shares of the Company 0.00 Bonus At the beginning of the year 17-Jul-17 17-Jan-18 At the End of the year At the beginning of the year 17-Jul-17 1,000 500 Bonus 7,680 0.00 At the End of the year At the beginning of the year 17-Jul-17 3,000 1,500 Bonus 1,500 0.00 At the End of the year At the beginning of the year 100 4,500 0.00 17-Jul-17 50 Bonus At the End of the year At the beginning of the year 17-Jul-17 100 50 Bonus 150 0.00 At the End of the year 150 0.00 135 Shareholding at the beginning of the year No. of shares At the beginning of the year 17-Jul-17 100 50 % of total Shares of the Company Bonus Cumulative Shareholding during the year No. of shares % of total Shares of the Company At the End of the year At the beginning of the year 17-Jul-17 21,100 10,550 Bonus 150 0.00 At the End of the year At the beginning of the year 17-Jul-17 100 50 Bonus 31,650 0.00 At the End of the year At the beginning of the year 21/07/2017 23,140 11570 0.00 150 0.00 Sl. No. 19 20 21 22 Name of Director / KMP AJAY SHANKAR Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): SUBRAMANIAN SARMA Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): NAINA LAL KIDWAI Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): N. HARIHARAN Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): V. INDEBTEDNESS: Indebtedness of the company including interest outstanding/accrued but not due for payment as on 31st March 2018 At the End of the year 34710 0.00 Secured loans excluding deposits Unsecured Loans Deposits v crore Total 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) 848.13 9710.24 – – – – 848.13 9710.24 – – – 10558.37 – – 10558.37 136 Change in indebtedness during the financial year Additions ^ Reduction Exchange gain/(loss) Interest accrued but not due Net change Indebtedness at the end of the financial year i) Principal Amount * ii) interest due but not paid * iii) interest accrued but not due * Total (i+ii+iii) Secured loans excluding deposits Unsecured Loans Deposits v crore Total Indebtedness 16160.75 (16484.83) 1.12 – (322.96) 5697.34 (5402.51) 30.76 – 325.59 525.17 10035.83 – – – – 525.17 10035.83 – – – – – – – – – 21858.09 (21887.34) 31.88 – 2.63 10561.00 – – 10561.00 *Principal amount mentioned includes interest due but not paid and interest accrued but not due. ^ Addition during the financial year includes interest accrued but not due. VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: A. REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND / OR MANAGER: A M NAIK S N SUBRAHMANYAN Name of MD / WTD / Manager R SHANKAR RAMAN SHAILENDRA ROY D..K SEN M.V SATISH J. D. PATIL V crore Total Amount 2.727 2.144 1.590 1.470 1.140 1.140 0.720 10.931 48.109* 14.376 0.000 0.000 0.000 0.000 8.727 77.682** 0.000 0.000 11.579 3.704 5.822 0.000 0.000 0.000 7.387 2.424 3.453 0.000 0.000 0.000 5.319 1.833 0.120 0.215 0.135 72.230 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 5.113 4.502 1.688 1.524 0.000 0.000 2.284 0.811 0.000 0.000 44.911 0.000 89.666 Sl. No. Particulars of Remuneration 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 2 3 4 5 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 Stock Option Sweat Equity Commission - as % of profit - others, specify… Others (Retirement Benefits, Contribution to Provident Fund & Superannuation Fund) Total (A) Ceiling as per the Act 217.738 943.46 * Perquisites include perquisite value of R 47.982 crore in respect of stock options granted over the past several years by Larsen & Toubro Infotech Limited and 8.061 7.381 137.245 17.223 31.803 12.075 3.950 L&T Technology Services Limited and exercised during the year. ** Retirement benefits include encashment of accumulated past service leave R 19.381 crore, gratuity R 55.038 crore and pension of R 1.50 crore 137 B. REMUNERATION TO OTHER DIRECTORS: A M Naik M M Chitale Subodh Bhargava M Damodaran Vikram Singh Mehta Sushobhan Sarker Adil Zainulbhai Akhilesh Gupta Sunita Sharma Thomas Mathew T Ajay Shankar Subrmanian Sarma Naina Lal Kidwai Sanjeev Aga Narayanan Kumar Arvind Gupta Name of Directors 0.077 0.065 0.062 0.040 0.058 0.045 0.065 0.055 0.045 0.077 0.045 0.330 0.435 0.238 0.237 0.258 0.150 0.278 0.280 0.150 0.240 0.150 0.407 0.500 0.300 0.277 0.316 0.195 0.343 0.335 0.195 0.317 0.195 0.000 V crore Total Amount 0.634 2.746 0.000 3.380 0.023 2.500 0.015 2.538 2.538 0.407 0.500 0.300 0.277 0.077 0.263 0.340 0.340 0.316 0.195 0.023 0.038 0.061 0.061 0.343 0.335 – – – – 0.000 0.317 0.000 0.195 0.195 Sl. No. Particulars of Remuneration 1 2 Independent Directors Fee for attending board / committee meetings Commission Others, please specify Total (1) Other Non-Executive Directors Fee for attending board / committee meetings Commission # Others, please specify - @ Total (2) Total (B)=(1+2) Total Managerial Remuneration (A) + (B) Overall Ceiling as per the Act 0.015 0.138 0.033 0.048 0.048 2.834 0.015 2.987 6.367 224.105 1,037.80 V crore Total # Payable to respective institutions they represent @ This represents perquisite value of housing & medical C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD: Sl. No. 1 2 3 4 5 Particulars of Remuneration Key Managerial Personnel CEO Company Secretary (N. Hariharan) CFO Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961 Stock Option Sweat Equity Commission - as % of profit - others, specify… Others (Contribution to Provident Fund & Superannuation Fund) Total 1.099 0.002 Not Applicable Not Applicable 0.079 1.180 138 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/ NCLT/COURT] Appeal made, if any (give Details) A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding NIL NIL NIL 139 Annexure ‘G’ to the Board Report DIVIDEND DISTRIBUTION POLICY INTRODUCTION As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, prescribed Listed Companies are required to frame a Dividend Distribution Policy. PURPOSE The purpose of this Policy is to regulate the process of dividend declaration and its pay-out by the Company which would ensure a regular dividend income for the shareholders and long term capital appreciation for all stakeholders of the Company. AUTHORITY This Policy has been adopted by the Board of Directors of Larsen & Toubro Limited (‘the Company’) at its Meeting held on 22nd November, 2016. The Policy shall also be displayed in the annual reports and also on the website of the Company. FORMS OF DIVIDENDS The Companies Act provides for two forms of Dividend: • Final Dividend The final dividend is paid once for the financial year after the annual accounts are prepared. The Board of Directors of the Company has the power to recommend the payment of final dividend to the shareholders for their approval at the general meeting of the Company. The declaration of final dividend shall be included in the ordinary business items that are required to be transacted at the Annual General Meeting. • Interim Dividend This form of dividend can be declared by the Board of Directors one or more times in a financial year as may be deemed fit by it. The Board of Directors shall have the absolute power to declare interim dividend during the financial year, in line with this policy. The Board should consider declaring an interim dividend after finalization of quarterly/ half yearly financial results. This would be in order to supplement the annual dividend or to reward shareholders in exceptional circumstances. QUANTUM OF DIVIDEND AND DISTRIBUTION Dividend payout in a particular year shall be determined after considering the operating and financial performance 140 of the Company and the cash requirement for financing the Company’s future growth. In line with the past practice, the payout ratio is expected to grow in accordance with the profitable growth of the Company under normal circumstances. DECLARATION OF DIVIDEND Dividend shall be declared or paid only out of- 1) Current financial year’s profit: a) after providing for depreciation in accordance with law; b) after transferring to reserves such amount as may be prescribed or as may be otherwise considered appropriate by the Board at its discretion 2) The profits for any previous financial year(s) after providing for depreciation in accordance with law and remaining undistributed; or 3) out of 1) & 2) both. The circumstances under which shareholders may not expect dividend/when the dividend could not be declared by the Company shall include, but are not limited to, the following: a. Due to operation of any other law in force; b. Due to losses incurred by the Company and the Board considers it appropriate not to declare dividend for any particular year; c. Due to any restrictions and covenants contained in any agreement as may be entered with the Lenders and d. Due to any default on part of the Company. FACTORS AFFECTING DIVIDEND DECLARATION: The Dividend pay-out decision of any company, depends upon certain external and internal factors- External Factors: • Legal/ Statutory Provisions and Regulatory concern: The Board should keep in mind the restrictions imposed by Companies Act, any other applicable laws with regard to declaration and distribution of dividend. Further, any restrictions on payment of dividends by virtue of any regulation as may be applicable to the Company may also impact the declaration of dividend. • State of Economy: The Board will endeavor to retain larger part of profits to build up reserves to absorb future shocks in case of uncertain or recessionary economic conditions and in situation where the policy decisions of the Government have a bearing on or affect the business of the Company. • • Nature of Industry: The nature of industry in which a company is operating, influences the dividend decision. Like the industries with stable demand throughout the year are in a position to have stable earnings and thus declare stable dividends. • Taxation Policy: The tax policy of a country also influences the dividend policy of a company. The rate of tax directly influences the amount of profits available to the Company for declaring dividends. • Capital Markets: In case of unfavorable market conditions, Board may resort to a conservative dividend pay-out in order to conserve cash outflows and reduce the cost of raising funds through alternate resources. Internal Factors: Apart from the various external factors, the Board shall take into account various internal factors including the financial parameters while declaring dividend, which inter alia will include - • Magnitude and Stability of Earnings: The extent of stability and magnitude of company’s earnings will directly influence the dividend declaration. Thus, the dividend is directly linked with the availability of the earnings (including accumulated earnings) with the Company. • Liquidity Position: A company’s liquidity position also determines the level of dividend. If a company does not have sufficient cash resources to make dividend payment, then it may reduce the amount of dividend pay-out. Future Requirements: If a company foresees some profitable investment opportunities in near future including but not limited to Brand/ Business Acquisitions, Expansion/Modernization of existing businesses, Additional investments in subsidiaries/ associates of the Company, Fresh investments into external businesses, then it may decide for lower dividend payout and vice-versa. • Leverage profile and liabilities of the Company. • Any other factor as deemed fit by the Board. RETAINED EARNINGS The portion of profits not distributed among the shareholders but retained and used in business are termed as retained earnings. It is also referred to as ploughing back of profit. The Company should ensure to strike the right balance between the quantum of dividend paid and amount of profits retained in the business for various purposes. These earnings may be utilized for internal financing of its various projects and for fixed as well as working capital. Thus the retained earnings shall be utilized for carrying out the main objectives of the Company and maintaining adequate liquidity levels. PARAMETERS THAT SHALL BE ADOPTED WITH REGARD TO VARIOUS CLASSES OF SHARE The Company does not have different classes of shares and follows the ‘one share, one vote’ principle. REVIEW & AMENDMENT The Policy shall be reviewed as and when required to ensure that it meets the objectives of the relevant legislation and remains effective. The Executive Management Committee has the right to change/amend the policy as may be expedient taking into account the law for the time being in force. 141 Annexure ‘H’ to the Board Report NOMINATION AND REMUNERATION POLICY 2.2. Board means Board of Directors of the Company. The Board of Directors of Larsen & Toubro Limited (“the Company”) had constituted the “Nomination and Remuneration Committee” which is in compliance with the requirements of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR”). 1. OBJECTIVE: The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Act read along with the applicable rules thereto and Regulation 19 of LODR. The Key Objectives of the Committee would be: zz zz zz zz zz To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance of Board, its Committees and individual directors to be carried out by the Board or the Nomination & Remuneration Committee or by an Independent External Agency and review its implementation and compliance; To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals; 2.3. Directors mean Directors of the Company. 2.4. Executive Directors means the Executive Chairman if any, Chief Executive Officer and Managing Director, Deputy Managing Director, if any and Whole-time Directors. 2.5. Key Managerial Personnel means zz Chief Executive Officer or the Managing Director or the Manager; zz Whole-time directors; zz Chief Financial Officer; zz Company Secretary; zz Senior Management Personnel designated as such by the Board; and zz Such other officer as may be prescribed. 2.6. Senior Management Personnel means all members of management one level below the Executive Directors including the Chief Financial Officer and Company Secretary. 3. ROLE OF COMMITTEE: 3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee The Committee shall: zz zz Formulate the criteria for determining qualifications, positive attributes and independence of a director. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy. zz Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel. zz Devising a policy on Board diversity; 3.2. Policy for appointment and removal of Director, 2. DEFINITIONS: 2.1. Act means the Companies Act, 2013 or Companies Act, 1956 as may be applicable and Rules framed thereunder, as amended from time to time. KMP and Senior Management 3.2.1. Appointment criteria and qualifications a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience 142 of the person for appointment as Director and recommend to the Board his/her appointment. Company in any other capacity, either directly or indirectly. Appointment and Remuneration of KMP or Senior Management Personnel is in accordance with the HR Policy of the Company. The Company’s policy is committed to acquire, develop and retain a pool of high calibre talent, establish systems and practises for maintaining transparency, fairness and equity and provides for payment of competitive pay packages matching industry standards. - At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act. b) A person should possess adequate qualification, c) Maximum Number of Directorships: expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position. c) The Company shall not appoint or continue the employment of any person as Director who has attained the retirement age fixed by the Board or as approved by the Shareholders pursuant to the requirement of the Act/LODR. 3.2.2. Term / Tenure a) Executive Directors: b) The Company shall appoint or re-appoint any person as its Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term. Independent Director: - An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report. The rationale for such re-appointment shall also be provided in the Notice to Shareholders proposing such re-appointment. - No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the - A person shall not be appointed as a Director in case he is a Director in more than eight listed companies after April 1, 2019 and seven listed companies after April 1, 2020. For the purpose of this clause listed companies would mean only those companies whose equity shares are listed. 3.2.3. Evaluation The Committee shall by itself or through the Board or an independent external agency carry out evaluation of performance of the Board/Committee(s), Individual Directors and Chairman at regular interval (yearly) and review implementation and compliance. The Company may disclose in the Annual Report: a. Observation of the Board Evaluation for the year under review b. Previous years observations and actions taken c. Proposed actions based on current year’s observations 3.2.4. Removal Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations. 3.2.5. Retirement The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act or the prevailing policy of the Company, as applicable. The Board/Committee will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even 143 after attaining the retirement age, for the benefit of the Company. 3.3. Policy relating to the Remuneration of Executive Director, KMP and Senior Management Personnel 3.3.1. General: a) The remuneration / compensation / commission etc. to the Executive Directors will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the approval of the shareholders of the Company and Central Government, wherever required. b) The remuneration and commission to be paid to the Executive Directors shall be in accordance with the percentage / limits / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act. c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders in the case of Executive Directors. d) Where any insurance is taken by the Company on behalf of its Executive Directors, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration. e) Remuneration of other KMP or Senior Management Personnel, in any form, shall be as per the policy of the Company based on the grade structure in the Company. 3.3.2. Remuneration to Executive directors/ KMP and Senior Management Personnel: a) Fixed pay: The Executive Directors/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee or policy of the Company. In case of remuneration to Directors, the breakup of the pay scale and quantum of perquisites 144 including, employer’s contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required. b) Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government. c) Provisions for excess remuneration: If any Chairman/Managing Director/Whole-time 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 prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government. d) Stock Options in Subsidiary Companies: Executive Directors may be granted stock options in subsidiary companies as per their Schemes and after taking necessary approvals. Perquisites may be added to the remuneration of concerned directors and considered in the limits applicable to the Company. 3.3.3. Remuneration to Non- Executive / Independent Director: a) Remuneration / Commission: The remuneration / commission shall be fixed as per the limits and conditions mentioned in the Articles of Association of the Company and the Act. b) Sitting Fees: The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time. c) Commission: 7. COMMITTEE MEMBERS’ INTERESTS Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act. The Board of Directors will fix the Commission payable to Directors on the basis of number of Board/Committee meetings attended during the year and Chairmanships of Committees. d) Stock Options: An Independent Director shall not be entitled to any Stock option of the Company. Non- Executive Directors are eligible for Stock options in accordance with Schemes formulated by the Company. Nominee Directors are not entitled to stock options as per their respective nomination letters received by the Company. 4. MEMBERSHIP 4.1 The Committee shall consist of a minimum 3 non- executive directors, half of them being independent. 4.2 Minimum two (2) members or one-third of the members whichever is greater including atleast one Independent Director shall constitute a quorum for the Committee meeting. 4.3 Membership of the Committee shall be disclosed in the Annual Report. 4.4 Term of the Committee shall be continued unless terminated by the Board of Directors. 5. CHAIRPERSON 5.1 Chairperson of the Committee shall be an Independent Director. 5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee. 5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson. 5.4 Chairperson of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders’ queries. 6. FREQUENCY OF MEETINGS The meeting of the Committee shall be held atleast once in a year and at such regular intervals as may be required. 7.1 A member of the Committee is not entitled to be present/participate in discussion when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. 7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee. 8. SECRETARY The Company Secretary of the Company shall act as Secretary of the Committee. 9. VOTING Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee. 10. NOMINATION DUTIES The duties of the Committee in relation to nomination matters include: 10.1 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act; 10.2 Determining the appropriate size, diversity and composition of the Board; 10.3 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board; 10.4 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan; 10.5 Evaluating the performance of the Board members and Senior Management in the context of the Company’s performance from business and compliance perspective; 10.6 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract; 10.7 Delegating any of its powers to one or more of its members or the Secretary of the Committee; 10.8 Recommend any necessary changes to the Board; and 10.9 Considering any other matters, as may be requested by the Board. 145 11. REMUNERATION DUTIES The duties of the Committee in relation to remuneration matters include: 11.1 To consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate and all elements of the remuneration of the members of the Board. 11.2 To ensure the remuneration maintains a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company. 11.3 To delegate any of its powers to one or more of its members or the Secretary of the Committee. 11.4 To consider any other matters as may be requested by the Board. 11.5 Review of professional indemnity and liability insurance for Directors and senior management. 12. MINUTES OF NOMINATION AND REMUNERATION COMMITTEE MEETING Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting. 13. REVIEW & AMENDMENT: The Policy shall be reviewed as and when required to ensure that it meets the objectives of the relevant legislation and remains effective. The Nomination and Remuneration Committee has the right to change/amend the policy as may be expedient taking into account the law for the time being in force. 146 Management Discussion and Analysis Indian economy The domestic market had its fair share of upheavals in the financial year under review. A combination of deferral of award decisions and the implementation of long term reforms causing short term economic turbulence have led to a muted environment for project execution. For example, the introduction of GST from 1st July, 2017 caused disruption for a few quarters during which time businesses and Government agencies grappled with this new nation- wide taxation system. Other reform measures such as Demonetisation, RERA and the Insolvency & Bankruptcy Code have also impacted business momentum in the short term, but are expected to lead to sustained economic growth in the long run. Some positive effects have already started being felt through higher tax revenues and the gradual formalisation of the economy with its consequent widening of the tax base. This is likely to give the Central Government better wherewithal to allocate higher levels of funding for essential infrastructure projects. These investments are being supplemented by increased State Government spending, greater capex by financially strong PSUs and increased quantum of soft lending by bi-lateral and multi- lateral lending agencies. Some areas of public sector infrastructure capex have seen strong investment momentum and some large investment programs have been kicked off. The thrust of the Government on roads, conventional and metro railways, water management systems and irrigation projects, power generation facilities, power transmission & distribution, affordable housing, healthcare facilities, build out of smart 148 148 city infrastructure, and tying up of energy security through stronger oil & gas infrastructure has given an impetus to domestic awards during the year. Rural development The Government has also been focusing on developing core infrastructure in rural areas, mainly focused on roads, power availability to rural households through intensive electrification, irrigation of cultivable land and direct transfer of subsidies to families in the BPL segment through the expanding base of Jan Dhan Bank Accounts linked with Aadhar. Considerable headway has been made in all these areas and millions of rural people have been lifted out of the ‘BPL zone’ over the last few years. Global economic scenario International markets have witnessed noticeable volatility, triggered by geo-political events, significant movements in currency and commodities, protectionist policies including tariff barriers, a prolonged bout of low oil prices, and constrained fiscal positions of oil producing nations. The recent hardening of oil prices is likely to now give better leeway to policy makers in GCC countries to allocate increased outlay on essential infrastructure. The Company has also been reducing its dependence on business from the Middle East and is focusing on expanding business in East & North Africa Region (including Algeria and Egypt) as well as East Asian countries. Private sector investments Private sector investments have remained muted and are expected to take some more time before a wholesome revival can be seen across sectors like Infrastructure PPP, industrial capex, consumption driven capex and real estate growth. The growing impact of non-performing loans on the balance sheets of banks continues to impact the credit growth of the banking system. Focus on long term profitable growth The ongoing initiatives currently under way include a focus on digitalization, strengthening execution and operational efficiency, unlocking business value, better asset utilisation, judicious use of working capital, business portfolio rationalisation and higher shareholder payouts are enabling the company to perform well on key parameters and improve Returns on Equity. 149149 Infrastructure Business Infrastructure Business Scenario Indian Construction Sector Infrastructure in India has come a long way with consolidation in the last 2 years (i.e.) 2015 – 2017. Order awards especially from the Government including both State and Central have further triggered the momentum in the current year (2018), which is expected to drive robust topline growth of the construction sector in the coming years, given the conversion cycle. Furthermore, Budget 2018-19 is a pragmatic effort, fine balancing the requirement of fiscal rectitude while keeping in focus the need to connect the missing links in infrastructure and farm sector development. The budget has reiterated the need for infrastructure investments as the ‘sine qua non’ for sustained growth with a requirement of R 50 lakh crore, which has to come partly from the the Government but importantly through ‘crowding in’ of investments from the private sector. Much stress has been laid on urbanization through adoption of smart cities and smart infrastructure and construction of large linear infrastructure projects in transportation like ‘Bharat Mala’, aviation and ports. More importantly, the attendant structural reforms through the adoption of the IBC and clear emphasis on recapitalization of the banking system and strategic disinvestment targets reflected the long term commitment of the Government. Such incentives will release risk capital, lower risk averseness of the financial sector and lead to the upturn of the private capex cycle. Global Construction Sector The global infrastructure segment is more buoyant than it has been for the last few years and the sentiment is positive. Global construction stepped into its stride in 2017 as the economic backdrop brightened and boosted optimism. The USA is enjoying rapid economic growth, European markets are catching up and China continues to surprise. IMF forecasts global GDP to increase by 3.9 percent in 2018. The construction sector has a strong correlation with economic growth. Construction’s share of the economy expands in greater proportion when GDP rises above a moderate rate. Increasing construction activity around the globe is expected to drive with global growth gaining momentum and more importantly developed economies still accounting for about half of global construction. Finally, though the sharp rise in crude prices is a double edged sword, this raises expectations for the oil and gas sector and infrastructure development in the middle East which would auger well for the construction sector. Artist’s impression of proposed Chhatrapati Shivaji Maharaj Memorial Statue, Mumbai Indian International Convention Centre, Delhi 150 150 Buildings and Factories Overview: L&T’s Buildings & Factories (B&F) business is known for its capability and expertise in executing airports, hospitals, stadiums, retail spaces, educational institutions, IT parks, office buildings, datacentres, elite residential buildings, high-rise structures, mass housing complexes, factory structures, cement plants and industrial warehouses on an EPC (Engineering, Procurement and Construction) basis. L&T has a track record in successfully addressing tough challenges, and has the unique capability to offer total solutions including ‘Design-Build-Commission’ expertise, advanced systems like Building Information Modules, procurement from global supply chain and unrivalled project management expertise. Dedicated engineering design centres, competency cells, advanced formwork systems, mechanized project execution, wide network of consultants and vendors, digitized project control and a talented pool of employees help the business to maintain a leadership position, retain key customers, enter new geographies and secure major orders. Construction excellence – coupled with technology, experience and expertise gained over several decades – has helped the business to continue to be one of the premium contractors in the industry. from esteemed customers for the construction of convention centres in New Delhi and Jharkhand, construction of AIIMS hospital in 2 locations, a store for a retail major in Navi Mumbai and office space for a renowned developer. Key projects commissioned by the business during the year include: • Metro facility at Hyderabad • Convention Centre in West Bengal • Medical colleges for the Govt. of Odisha • Kannur Airport • High-rise residential towers in various parts of the country • Facility for Asian Paints in Mysore Business Environment Review The past two years have been very challenging for the construction industry. The customer base of the business showed a clear shift towards Government clients, as the private sector deferred their investment plans due to uncertainties caused by various economic developments. Though RERA and GST were positives for the industrial growth, the sudden implementation of these policies brought India’s economy to a standstill for a few months. The first half of the financial year was quite challenging for the business, which has slowly stabilized, progressing towards healthy GDP growth. The year saw receipt of some breakthrough orders from prestigious clients. Major orders were secured Most of the airport projects that were deferred during the last year have started showing positive movement this year. ITC Colombo Orient Cement project at Chittapur in Hyderabad TCS Customer Care Centre, Chennai 151151 The IT sector in India remained sluggish. The Government has been active in implementing various health care schemes and establishing hospitals. On the whole, the business scenario has been better than the previous year’s. The Qatar embargo had some impact on the ongoing jobs. There were no major orders from the GCC, as the economy is reviving, with crude oil prices stabilizing after a steep fall. Despite uncertain market conditions, the Buildings & Factories business has managed to win major orders and has continued to maintain its leadership position in the industry. Initiatives Apart from continuing its focus on technological advancements and R&D, the business has also introduced major initiatives with the objective of strengthening its customer portfolio, steadying business growth, and expanding into emerging markets. Key moves have been taken to strengthen the organization and follow a focused approach towards projects that complement our strengths. Various digital initiatives that were introduced last year have been successfully implemented, and are operational across all sites of the business. Value engineering, effective procurement and supply chain management, operational excellence, mechanized execution and innovative construction methodologies have improved project cycle times, enhanced profitability and delivered quality. The business is associated with leading universities and industry experts, pioneering use of Robotics and 3D printing in construction. Safety at work is of utmost importance to L&T’s Buildings & Factories business, and the focus continues by organizing various training and awareness programmes throughout the year. Various initiatives have been taken up to digitally monitor, record and review all safety-related aspects at site. Awards & Recognitions For the second time in a row, the business has been awarded the prestigious ‘Sword of Honour’ from the British Safety Council. 1. B&F received three British Sword of Honour awards and a five star certification from the British Safety Council 2. Ten projects won the Gold Awards from The Royal Society For Prevention of Accidents (RoSPA) 3. 16 projects were awarded by the National Safety Council. 4. Indian Building Congress award for precast initiatives 5. Outstanding Contribution in Commercial Project award from EPC World 6. Two awards for ‘Outstanding Concrete Structure’ from Indian Concrete Institute and Two Construction Week India Awards Outlook With expected GDP growth between 7.0 to 7.8% and with Government’s continued focus on reforms, improved World Bank ranking for ‘Doing Business’ and Moody’s rating upgrade is expected to lift investor sentiment and accelerate FDI flows in long-term. Some of the tailwinds are: • Airport traffic growth in the country will necessitate immediate requirements of airport expansions within the country. ICC towers, Mumbai Motera Cricket Stadium, Gujarat WBHIDCO-Convention Centre at Kolkata 152 152 • India is experiencing much growth in medical tourism, and the industry is expected to double its size by end 2018. • The Government has provided infrastructure status to Affordable Housing. The relaxation of FDI in real estate will steadily boost investment in this sector. In the international arena, Bangladesh and the GCC offer promising opportunities. The crude oil price is on a rising trend. This is a healthy sign for the GCC’s economy and will boost revival of stalled investment plans. L&T’s Buildings & Factories business is a proven player in the construction industry, with an exemplary record of handling major design-and-build projects and executing them within stringent timelines. Overall, the environment is promising, yet challenging, with a long process duration and increased competition. Transportation Infrastructure Overview: The Transportation Infrastructure business is a well-diversified business in terms of its product range and geography of operations. The business offers its services in the fields of Roads, Runways (Airside Infrastructure) & Elevated Corridors (RREC), railways (mainline and mass transit systems) and international infrastructure. L&T’s Transportation Infrastructure business has a presence across India, East Africa and various GCC countries. An integrated Light Rail Transit System, Mauritius The business leverages its vast experience in Project Management, Engineering Design & Construction Management to achieve operational efficiency. It has Engineering Design Centres in Mumbai, Faridabad and Chennai and Offshore Engineering Centre in Mumbai, besides Area Offices in India/ GCC countries. In addition, it has a competency development centre at Kancheepuram, and undertakes workmen training at L&T’s Construction Skills Training Institute, Ahmedabad. Over the years, the business has been fuelling its topline with the help of a robust order book. The business is the first Indian entity to receive an order for delivery of a complete transit system abroad; it secured a design-&-build project for a Mass Transit System in Mauritius, an opportunity to deliver from track to train. The business has won the prestigious contract for construction of the New South Parallel Runway, apron and associated works at Kempegowda International Airport, Bengaluru on EPC basis. The Railway Strategic Business has been awarded a large EPC Civil, Structure and Track project in the Eastern Dedicated Freight Corridor, involving construction of 222 RKM of a single-track corridor from Khurja to Pilkhani in Uttar Pradesh. In the area of Mass Transit Systems, L&T’s Railway SBG continues to grow in the domain of ‘Ballastless Tracks’ and ‘Traction System for Metros’ It has won projects for ballastless tracks for the Ahmedabad Metro and for power system installation and SCADA work in Mumbai Metro Line 3. 153153 The business has been successful in expanding its customer base during the year by securing various orders for construction of highways, including 8L of Dwarka Expressway (8.76 Km, Package IV), Haryana from NHAI, 6L of Mumbai-Vadodara Expressway (23.7 km), Maharashtra, Amaravati Capital City Development project. During the year, the Kanaktora- Jharsuguda Road Project - a 66.9 km, 2-lane highway in Odisha - was completed. Business environment: Sectoral Performance: a) Roads: • Construction of highways hit 27 km/day in 2017-18, clocking a 20% growth over the 22.5 km/day in the previous fiscal year. • The Financial Year 2017-18 yielded projects worth over R 1,220 billion. In the last 5 years, the average length of road projects awarded by NHAI was 2,860 km compared to 7,400 km in FY 17-18. This is a record accomplishment by National Highways Authority of India since its inception in 1995. • The year 2017-18 saw a significant number of smaller competitors emerging in the market, consequently intensifying the competition. be arranged for by the contractor and recovered through annuities. b) Railways: • Track renewal at record high of 4,405 km for the year 2017-18. The renewal of tracks has been the highest ever, which exceeded the target of 4,389 km (revised to 4,400 km) for the year 2017-18. • New track-laying at a record scale of 3,100 km/yr in 2017-18 against average of 2,045 km/yr in 2009-14 • Railway electrification of 4,100 km surpassing their earlier annual target of 4,000 km in 2017-18. Sectoral Change: a) Roads: • NHAI has taken a decision to have a mix of BOT/EPC/ HAM projects in the ratio of 10:30:60 which will impact our addressable market. b) Railways: • Change in Metro Policy. Public-Private Partnership (PPP) component is mandatory for availing central assistance for new metro projects. • Projects being implemented on EPC basis - a paradigm shift from conventional BOQ methods. • High Speed Rail Projects on fast-track tendering to commence in FY 2018-19. • There has been a change in the modus operandi of awarding projects, i.e from EPC mode to hybrid annuity mode, where the Government brings in 40% of the project cost during construction period and the rest is to Policy Initiatives: a) Roads: • The National Highway network is to be expanded from 96,000 km to 200,000 km over the next 5 years. A completed section of Western Dedicated Freight Corridor - Civil & Trackwork Railway Signaling & Telecommunication 154 154 • Expressways are finally seeing good traction in Northern and Western India. • The second blueprint road development programme has been launched this year vide the Bharatmala Pariyojana. b) Railways: • Mission Raftaar focusing on enhancing network speed on the Golden Quadrilateral – R 18,000 crore sanctioned in budget 2018 for 2 corridors. • Three New Dedicated Freight Corridors to be implemented in next 2-3 years. • Electrification of the remaining 25,000 RKM by 2021. • New projects to be implemented through State-Centre JV. Safety Awards: During the year, the business has won 14 international safety awards: 1 Distinction, 8 Merit and 5 Pass from the British Safety Council, 2 prestigious safety awards from National Safety Council (NSC), India and also 1 gold award from the American Society of Safety Engineers. WDFC CTP 1 - 2 Railway project has won the prestigious ‘Golden Trophy Award’ Sarvashreshtha Suraksha Puraskar in Construction Segment for the year 2017. This singular distinction is the highest honour instituted by the National Safety Council of India. The Railway’s business has won the Gold Trophy twice in the last 3 years. Despite all these accolades, challenges continue to remain in creating a high level of safety awareness across linear projects spanning hundreds of kilometres. Significant Initiatives On the execution front, the mega Civil & Track Projects in the Dedicated Freight Corridor continue to speed up with the usage of the new track construction machine and the availability of continuous work front. Recently, high-speed trial runs for a major section of Tracks were successfully conducted in the Ateli-Phulera section of the Western Dedicated Freight Corridor. Also, the expanse in WDFC Electrification project (3145 track km), necessitate faster execution techniques. This involves cylindrical foundation for the mast implantation through heavy specialized augering machines, mast- grabber-cum- multi-axis manipulator and overhead wiring through state-of-the-art automatic wiring train. L&T’s Railway business is at the forefront in implementing innovative digital initiatives which are specific to linear projects. Prominent among them are ‘Central Control System on Track Vehicles Movement’ which not only provides real-time tracking of machines, but also track laying / completion status, collision warning alerts and approaching LC gates alerts to both driver and LC gate operator. The business offers a platform for development and engagement of employees across various levels such as: • LEAP (Leadership Excellence Accelerator Program) • EYS (Engineer Your Success) – Developing Planning Engineers • FULCRUM - Competency Development Programme across all levels. • GURUKUL – Mentoring by senior leaders. 7.4 km Elevated Corridor at Bhatnagar Kolkata Garden Reach Flyover at Kolkata 155155 • NEEV – Strengthening the base of the organization pyramid A total of 780 participants were covered through the above programmes in FY 17-18. The business aggressively took up the digitalization journey by connecting people, machines and materials in various ways, at site and offices, to create more efficiency and transparency in the processes to gain tangible and intangible benefits. Key digital initiatives implemented in 2017-18 include: • Project progress monitoring through Procube • Plant and machinery utilization monitoring through Asset Insight. • Geospatial solutions have been deployed using drones, Lidar and other GIS technologies to survey, stockpile measurement, obstruction monitoring on Geo map. • Grader automation – a niche solution deployed, involving installing IoT devices on graders to make them semi- autonomous, increasing grading efficiency. • Mobile app based solution to digitize several safety processes to make them paperless. • Quality Chat Bot QT, which serves as ready reckoner for highway engineering. Digital solutions, in general, are helping the organization to manage operations more efficiently. More solutions will be in place in 2018-19 to extract benefits from investment in technologies. Outlook RREC business As the road sector is opening up, the Government aims to spend close to R 7 lakh crore over the next five years to develop 83,677 km of roads including Bharat Mala Pariyojana worth R 5.4 lakh crore. The Government aims to build 45 km of roads per day in financial year 2019, an increase from the daily average of almost 27 km achieved last year. The Ministry has also set targets of awarding orders of 20,000 km of National Highways and constructing a total of 16,420 km in 2018-19 – up from last year’s award of orders for 17,055 km highways and 9,829 km constructed. Railway Business Indian Railways are planning the highest outlay of R 1.46 lakh crore for FY 18-19 – an increase over last year’s outlay of R 1.31 lakh crore. The high-speed rail project is the next big-ticket opportunity after the dedicated freight corridor projects. While the pipeline of projects from Western and Eastern Dedicated Freight Corridor is concluding, the business is positively looking at the start of the bidding process for the 508 km Mumbai-Ahmedabad High Speed Rail Corridor (MAHSR). With the enhanced value of the overall project at R 1,08,000 crore, L&T’s accessible value stands at R 59,000 crore, comprising packages for viaducts, undersea tunnel(s), stations, maintenance depots, track, electrification and signalling. L&T’s Railway business will focus on track, electrification and signalling & telecommunications. Delhi - Agra Highway Al Batinah Expressway (Package 4), Oman 156 156 Apart from the high-speed project, conventional projects of the Indian Railways continue to get a big thrust, backed by strong Institutional funders like LIC. These include 25,000 km of electrification to be completed in 4 years under the banner of ‘Mission Electrification’. Also, the capacity augmentation projects of track doubling will involve construction of 17,000 km of additional tracks. The business intends to participate in a major portion of these projects through EPC tendering. Besides mainline railways, the opportunities in the Mass Transit Segment continue to be driven by Tier 2 Cities and ‘Extension lines’ in large metros. Leveraging its overseas experience, the business is advocating the LRT solution on an EPC turnkey basis for cities like Vijayawada, Indore, Kozhikode and Thiruvananthapuram. Internationally, the outlook on the Middle East construction industry is improving rapidly with the uptick in oil prices since mid-2017. Growth in the region is expected, assuming a moderation of geopolitical tensions and a modest rise in oil prices. GCC economies are anticipated to lead stronger growth in the region, supported by easing fiscal adjustment, Tendering of mainline railway projects in Middle East is likely to resume. Having been part of a major urban transit system in Riyadh – which has progressed significantly – the business is gearing up to address these upcoming opportunities as well. Further infrastructure investment (such as the UAE Expo 2020) and reforms to promote non-oil sector activity are expected to offer opportunities. The business also has focus on the neighbouring geographies, with projects having secured funding either from the Indian government or from other bi-lateral/ multilateral agencies such as JICA. The business is exploring opportunities in main line railway funded by an Indian Line of Credit and multilateral agencies in select countries of South Asia (Sri Lanka and Bangladesh) and the African continent. The business is also exploring opportunities in new geographies such as Eastern Africa and CIS. It has already started bidding for tenders for projects funded by Indian LOC and AfDB in Mozambique and Zambia, and has received prequalification for ADB- funded EPC projects in Azerbaijan. Heavy Civil Infrastructure Overview: L&T’s Heavy Civil Infrastructure business undertakes Design, Engineering and Construction of projects in the crucial economic segments of Metros, Nuclear, Special Bridges, Hydel, Ports, Tunnels and Defence. The business has strong presence in India, Middle East, Bhutan and Bangladesh. The goal of the business is to become a one-stop total infrastructure solutions provider to both its domestic and international customers. The in-house design strength encompassing latest technologies such as BIM (Building Information Modelling) and its unique Construction Methodology Cell give the business a clear edge over its competitors and helps it serve customers from concept to commissioning. Kannur International Airport Runway Six-lane Access Controlled Expressway from Unnao to Lucknow 157157 Business Environment Infrastructure development is a key component in empowering a nation’s economic rise by improving the efficiency of production, transportation, and communication. The availability and quality of infrastructure in a region positively influences domestic firms’ investment decisions and enhances the region’s economic attractiveness to foreign investors. The business turned in a very good performance in the current year despite challenging market conditions. The year was marked by receipt of multiple big orders, with a major order from MMRDA for the construction of the Mumbai Trans Harbour Link (MTHL). Heavy Civil Infra has always focussed on its customers’ needs with the aim of optimizing their value chain and providing excellent services, to increase their productivity and competitiveness. The business focuses on adaptability to adjust to market shifts and to leverage the advantages offered by digital technology in order to further refine organizational processes and technical prowess and move further ahead of its competitors. Metros L&T’s Heavy Civil Infrastructure business offers extensive end-to-end engineering and construction services for elevated and underground metros. L&T is one of the pioneers of Metro construction in India, with the first venture being the Delhi Metro project. Since then, the business has emerged as the prominent builder of metro systems in the country, having constructed 143 km of viaducts, 43 km of twin tunnels and 65 stations. In the current year, the prestigious Hyderabad, Kochi and Lucknow Metro systems built by L&T were inaugurated and dedicated to the country by honourable Prime Minister Mr. Narendra Modi (Hyderabad & Kochi) and Chief Minister Mr. Adityanath Yogi of Uttar Pradesh (Lucknow). At present, L&T is executing as many as 12 projects across 9 cities in 4 countries, including the Riyadh and Doha Metros. Areas of Expertise -: • Elevated viaduct construction using segmental, U-trough, I-girder methods and balanced cantilever construction • Underground tunnel construction using NATM (New Austrian Tunnelling Method), cut-and-cover and TBM (Tunnel Boring Machine) methods • Underground station construction using top-down and bottom-up approaches • Elevated metro station with expertise in spine beam concept (lean). Defence The Indian Defence sector is a strategically important sector with very specific needs. The Ministry of Defence has identified an urgent need to upgrade the country’s defence infrastructure in order to maintain the readiness of country’s defence forces and to prepare it for future challenges. L&T’s Heavy Civil Infra is well equipped and prepared to offer its comprehensive range of services and expertise to meet these very specific needs. L&T Construction offers single-point EPC solutions from concept to commissioning in the form of infrastructure facilities for Defence bases, Hyderabad Metro Rail - One of the many metro projects being executed by L&T 158 158 underground facilities, surveillance, etc. In the current year, the business won a mega order from the Indian Navy. there are five ongoing projects across India and one international project in Bangladesh. Nuclear Power L&T has always been a pioneer in the Indian Nuclear industry with current market share of over 51%. Its nuclear power expertise extends to both Pressurized Heavy water (PHWR) and Light Water Reactor (LWR) technologies. Currently, the business is executing civil works for the Kudankulam Nuclear power project, which is the first LWR reactor in India and also one of the largest. L&T has made history by successfully completing the single largest concrete pour of 7,232 cubic metre at the Kalpakkam site of the Ministry of Department of Atomic Energy (DAE) Projects for nuclear structures in India. The business also successfully achieved a single concrete pour of chilled concrete of 6155 cubic metre at Kudankulam. Areas of expertise-: • EPC solutions in civil, mechanical, electrical & instrumentation in Nuclear Power Plants • Design capacity for end-to-end civil works including seismic qualification, procurement and construction services. Special Bridges L&T has built some of the finest and most challenging bridges in India across difficult terrain, incorporating design and construction technologies which stand at the cutting edge of the construction world. Achievements include building the longest operational extradosed bridge in India across river Narmada at Bharuch, Gujarat. The business is executing the longest extradosed bridge in the world at Patna (Bihar) in a Joint Venture with Daewoo. Currently 620 m long cable-stayed bridge across the river Mandovi in Panaji, Goa In the current year the business won a mega order to build the Mumbai Trans Harbour Link (MTHL) from MMRDA. Hydel & Tunnels Hydel: The domestic Hydel projects scene in the current year remained stuck at various levels owing to pending clearances, inter-state disputes and local protests. The once-promising North East region is also lagging due to lack of sufficient support. The ambitious river-linking project, which keeps getting delayed due to inter-state disputes, is expected to gather steam. Telangana is another region, which features promising opportunities for the construction of barrages. The Medigadda Barrage Project site set a record with the highest pour of 7,139 cubic metres of concrete in a single day, which is perhaps the highest for its segment in the history of Indian Construction. Tunnels: New opportunities are expected for road tunnel projects in Maharashtra and the Northern Himalayan states of Jammu & Kashmir, Uttaranchal and Himachal Pradesh. In addition, the Government of India is planning to construct more storage caverns for strategic oil reserves. The HSR (High Speed Rail) project due to be built between Mumbai and Ahmedabad also presents robust opportunities in the near future. Areas of expertise -: • Diversion weirs, barrages, concrete / earthen / rockfill dams, including RCC (Roller-Compacted Concrete) dams • Underground tunnels of various geometry and diameter (both concrete lined and steel lined) 159159 • Open and underground de-silting chambers • Large underground power houses and surface power houses • Pressure shafts, drop shafts and surge shafts / surge chambers • Hydro-mechanical components such as gates, penstocks, etc., including erection of electro-mechanical equipment • Specialised underground structures Ports & Harbours L&T’s Ports business unit has built marine infrastructure that has given a great fillip to marine and waterway transportation. L&T has significantly contributed to the development of ports by designing and executing 7,000 m berthing structures including liquid jetties, container terminals, multipurpose berths and ferry terminals. The Company is proud to have built 14000 m breakwaters and handled armour rock of size 20T, Accropod – Max size 6.3 cum, the deepest breakwater (~18m) which is a state-of-the-art construction project which adopted the innovative concept of partial replacement of rock core with dredged sand. It has also executed other maritime structures like shipyards, caissons, long span approach trestles, and intake structures, which are unique in nature. We are looking towards the ‘Sagar Mala Project’ initiative which focuses on the upgradation and development of new ports as a promising prospect for future. Opportunities are expected for marine infrastructure projects involving dry-docks, marine intake structures and defence naval base projects as well. The year marked the receipt of prestigious projects, such as two packages from MMRDA for construction of MTHL (Mumbai Trans Harbour Link), construction of a six-lane extra-dosed bridge across the river Hooghly, besides the existing Iswar Gupta Setu at Kalyani (West Bengal) and construction of a new dry dock at Cochin Shipyard. During the year, major projects commissioned were: Kochi Metro, Lucknow Metro, Hyderabad Metro, Chennai Metro EDRC Key capabilities being developed are seamless integration of project stakeholders through common digital interface, context capture of project environment through photogrammetry and LIDAR techniques, augmented reality / virtual reality tools for better communication of project components and customer experience, 4D visualisation of planning and construction methodology, kinematic simulation of equipment and enabling structures. Initiatives Striving to achieve the goal of ZERO HARM, the business has launched the Corporate EHS Strategic Plan 2017-18 with key EHS deliverables that have been implemented across all its operations. As part of the EHS Strategy, the following significant initiatives were taken up during 2017-18: • The business had engaged a professional agency to review and revamp cranes and lifting management safety standards, and conducted training sessions for all stakeholders to facilitate implementation in all projects. • Key EHS training initiatives include IOSH Managing Safely certification courses for Project Heads, NEBOSH One of the station buildings under construction for Doha Metro, Qatar Medigadda Barrage Project 160 160 certification courses for Project EHS In-charges, 2-day Supervisor EHS Training for all site Supervisors (including JV & Subcontractor) and online EHS certification courses for technical employees. • Total 853,700 man-hours of training on EHS were conducted. • 23 EHS Awards were won by the business at different levels and categories from national and internationally renowned organizations including RoSPA, NSC India, BSC, and CII The business aims for excellence in quality, to increase the satisfaction of customers and other stakeholders through effective cost-reduction and process improvements. The business was successfully re-certified for the latest Quality Management System ISO 9001: 2015, with focus on risk-based thinking. Advanced concrete mix designs (M75 Self-compacting) are developed and being used for increased durability and for placing concrete in congested locations. The business established a concrete mix design using Ground Granular Blast Furnace Slag (GGBS), which is the latest development in the industry. Welding and heat treatment techniques were successfully developed for high-strength quenched and tempered steel for specialized projects. Training is a necessary parameter for growth. The business has prioritized the training of its staff on the latest QMS. Training are provided in a focused manner for FLS and other trainees on concrete techniques. The business continues its focus on digital initiatives including extensive use of BIM across the whole life cycle of projects. Other initiatives include vehicle tracking, project monitoring using mobile applications, P&M tracking, worker tracking, biometrics, tool tracking, material tracking, drones, geospatial surveys, etc. Outlook The Government sanctioned R 5.97 lakh crore (USD 94 billion) as the budgetary allocation for Infrastructure in FY 2018-19, which is approximately 21% more than an estimated expenditure of R 4.94 lakh crore in 2017-18. This increase reconfirms the Government’s view that infrastructure development is the key to economic development. The Finance Minister has estimated that investment in excess of R 50 lakh crore in infrastructure is needed to augment the economy and make it competitive with the other emerging economies. A majority of this allocation has been earmarked to build metros, bridges, hydro power projects and tunnels, which form the core expertise of the Heavy Civil Infrastructure business. With major projects coming up, including the high-speed rail between Mumbai and Ahmedabad, the Bharatmala and Sagarmala river-linking projects, hydel projects on the Indus and its tributaries, etc., the business is confident on achieving its revenue targets backed by a strong order book and promising prospects. On the international front, the Middle East construction market is expected to pick up pace again this year, offering some promising prospects. Break Water construction at Kudankulam Nuclear Project Canopy erected for a station building at Riyadh Metro 161161 Power Transmission & Distribution Overview: L&T’s Power Transmission and Distribution business vertical is a leading EPC player in the field of power transmission and distribution and solar energy. It offers integrated solutions and end-to-end services ranging from design, manufacture, supply, installation and commissioning of transmission lines, substations, underground cable networks, distribution networks, power quality improvement projects, infrastructure electrification, solar PV plants, battery energy storage system and mini / micro grid projects. Besides being a dominant player in the Indian market, the business enjoys a significant share and a strong reputation in the Middle East, Africa and ASEAN markets. L&T’s substation business focuses on providing turnkey solutions for extra high voltage air insulated / gas insulated substations for utilities and power plants, EHV cable & communication backbone networks and complete electrical & instrumentation solutions for various infrastructure projects such as airports, metros etc. L&T’s Power Distribution business provides a gamut of EPC services related to urban / rural electrification, including last-mile connectivity, augmenting, reforming and strengthening of high voltage and low voltage distribution networks, distribution automation solutions and power quality improvement works. L&T’s Transmission Line business offers turnkey EPC solutions in overhead lines for power evacuation and transmission, bolstered by its state-of-the-art tower manufacturing units at Puducherry, Pithampur and Kancheepuram which have supplied over 15 lakh tonnes of tower components. The Testing and Research Station at Kancheepuram accredited by NABL is one of the largest in Asia and is also amongst the most renowned testing centres in the world. (NABL: National Accreditation Board for Testing and Calibration Laboratories). L&T’s Solar business provides single-point EPC turnkey solution for solar PV-related projects along with energy storage solutions. Its experience ranges from flat to highly undulated as well as to landfill topologies with specialized technologies including designing and executing contour-following solar PV power plants. The solar business has in-house capabilities of different module mounting structure types such as fixed tilt, seasonal tilt and HSAT to choose from for most optimal solutions. As grid stability and power conditioning requirements gain significance in the wake of large-scale renewable integration, standalone and PV integrated storage solutions are being offered. The international units of the business in the Middle East, Africa and ASEAN regions offer complete solutions in the field of power transmission and distribution, including substations, power transmission lines, extra high voltage cabling, solar plants and Electrical, Instrumentation and Control (EI&C) works 100 MVAR STATCOM at 400 kV NP Kunta Substation, Andhra Pradesh 500 kV Tha Li-Khon Kaen 4 Transmission Line, Thailand 162 162 for infrastructure projects such as airports, oil & gas industries, etc. The Middle East Business Unit caters to the UAE, Saudi Arabia, Qatar, Oman, Kuwait and Bahrain. The Africa unit is currently focused on the Northern and Eastern parts, and has established a presence in Algeria, Kenya, Ethiopia, Malawi, Botswana, Morocco and Egypt. The business is executing projects in the ASEAN countries of Malaysia and Thailand while seriously pursuing other opportunities in the region. Business Environment Thanks to a slew of Government schemes including ‘Saubhagya’, the distribution sector in India remained vibrant in 2017–18. Having achieved electrification of all the villages, now the focus is on electrifying all the households. Also, the urban distribution revamp programs continue aiming at multiple objectives such as improving reliability of power, making the network disaster-resilient and improving the aesthetics of cities of tourism and heritage importance. The business maintained its leadership position as a large EPC player in this segment, with key orders from the states of Uttar Pradesh, West Bengal, Jharkhand, Tamil Nadu, Karnataka and Andhra Pradesh. The business is privileged to partner the Central and State Governments in illuminating thousands of households in economically backward areas and electrify hundreds of villages. In a large number of towns, it has significantly improved the quality of power and reduced AT&C (Aggregate Technical & Commercial) losses through distribution reformation projects. 500kV HVDC Transmission Line at Kenya With renewable power characterized by intermittency being added increasingly to the grid, advanced solutions to ensure voltage stability have been necessitated. L&T commissioned India’s first STATCOM project of ±100MVAR capacity at NP Kunta substation in Andhra Pradesh. A major order was received from Power Grid Corporation of India Limited (PGCIL) for implementation of STATCOM in three locations in South India. Substation-related opportunities in 400kV & 765kV GIS / AIS segments were steady as Central and select State utilities concentrated on power system strengthening schemes to meet their demands. Though there were positive signs on the policy front, the general lack of investments in conventional power generation and industry segments continues. Gas and air-insulated substation orders were received from PGCIL and State utilities including two major 400kV GIS substation orders from South Indian transmission utilities. Several key substation projects were commissioned including 765kV gas insulated substations at Hyderabad, Nizamabad, Varanasi and Aligarh. Though the centrally driven transmission schemes were less than the prevailing levels, the intrastate system strengthening projects by States such as Jharkhand, Karnataka, Kerala, Madhya Pradesh, Tamil Nadu and Uttarakhand continued to provide ample opportunities for transmission line construction. On the back of proven execution skills to complete projects within schedule, a repeat order from a reputed private developer was entrusted to the business. The Testing Station continues to attract orders from its customers worldwide – USA, KSA, China, Indonesia and Malaysia – to test some of the highest and tallest transmission towers in the world. 163163 The Transmission Line business has commissioned about 20 transmission corridors of 2800 km length in FY17-18. The 400kV Raipur–Jagdalpur project is the longest twin line in a single package with a length of 328 km. Key projects such as 765kV Lalitpur-Agra Transmission Line (328 km) and the 400kV Madhugiri–Gooty TL were commissioned for Power Grid. The 220kV Kishenganga–Amragarh TL has been successfully completed in Jammu & Kashmir, overcoming the tough challenges posed by the weather, terrain and local conditions. Other major projects commissioned include 400kV Banda–Allahabad TL in Uttar Pradesh and 400kV Salem–Rasipalayam TL in Tamil Nadu. With the country achieving a milestone 1 lakh GWHr of renewable energy generation in FY 2017–18, L&T’s Solar Business has seen remarkable growth. The business secured a cumulative 650 MWp+ capacity of grid- connected solar PV plants across India, including the prestigious order for 325 MWp in Rewa, Madhya Pradesh, which is also the single largest EPC contract in India to date; 140 MWp in Bhadla, Rajasthan and 187 MWp in Tamil Nadu. The business also won the prestigious Bihar State Rural Electrification project, the first-of-its-kind distributed generation project with a cumulative capacity of 12 MW solar and 105 MWh of energy storage, which aims to electrify 236 remote villages. In the Middle East, though the macro economic scenario was mixed in 2017-18 as well, witnessing capex cuts and intensifying competition, the business could garner opportunities arising out of Expo 2020 related development in the UAE and stable T&D investment plans by KSA, Qatar and Oman. In the UAE, the business secured orders for constructing a number of 132kV gas insulated substations from Dubai Electricity & Water Authority and reputed private developers. Despite spend cuts induced by the drop in oil prices experienced earlier, causing a sense of anxiety in the business climate, L&T secured its longest transmission line in KSA (from Qassim to Madina – 421 km). Despite the imposition of trade embargo, the business secured a major order from a private developer in Qatar. L&T commissioned 33 substations in the Middle East in FY 2017-18. Having qualified for the highest voltage levels in its lines of business, new private customers have also been added. In Africa, the business has made an entry into the Moroccan and Egyptian markets. The foothold gained in Algeria, Malawi and Kenya has grown stronger on the back of fresh orders. With the completion of the substation projects on schedule in Malaysia, the business has demonstrated its capabilities and has won recognition in the ASEAN market. Major 500kV substation and transmission line orders have been secured in Thailand. Significant Initiatives: With a major thrust on digitalization as a key enabler, the business rolled out several initiatives, including 3D/4D BIM, deployment of drones and mobility devices for project monitoring, connecting plant and machinery for asset monitoring, using geospatial technologies for surveys, etc. Workmen-related processes are being linked through unique identification. Several operational excellence initiatives in the areas of on-time delivery, profitability enhancement, effectiveness, checks of process implementation, working capital management and risk management are being pursued. 220 kV Gas Insulated Substation at Mehairja, Qatar 756 kV Gas Insulated Substation at Varanasi 164 164 Initiatives undertaken to enhance safety in operations include e-learning modules, improvised safety cards for reporting unsafe acts/conditions, virtual reality-based training, upgrading Safe Operating Procedures (SOPs) to reflect changing work methods and mechanization, adoption of the Sagging Bridge (Stringing Working Platform) technique and the use of motorized winch machines in place of tractors, in final sag activities and enhanced training on behaviour-based safety, safety audit and training the trainers. An innovative programme has been developed to groom fresh diploma engineers to take up roles as EHS professionals. Training programmes have been developed in collaboration with prestigious institutions to enhance operational excellence. Many initiatives earned awards and recognition for the business during the year. These include: • ISGF Innovation Award, Solar and Storage Project of the Year award from Solar Quarter for Bihar Microgrid project • Prashasti Patr (Commendation Certificate) from the Bihar Government for meeting electrification targets • MEED ‘Power Project of the Year’ award for the Oman project • EIA Compliance Award for Lambir substation project from Sarawak Energy Berhad • ASSE GCC HSE Excellence awards for several projects in Middle East • RoSPA, British Safety Council and National Safety Council awards for safety performance for multiple projects • Special appreciation was received from the Federation of Indian Chambers of Commerce and Industry (FICCI) for RAPDRP Ghaziabad Project for best practices in Safety Outlook: On the power distribution front, several projects remain significant: the centrally-driven scheme for last-mile connectivity, viz. Sahaj Bijli Har Ghar Yojana (Saubhagya), and various distribution reforms by State DISCOMs for reduction of AT&C losses, power factor improvement, network strengthening in disaster prone areas etc. Urban power infrastructure is expected to get a makeover, with underground cable networks, advanced metering facilities etc. considering the thrust on development of smart cities and heritage cities. The increasing cost of land acquisition related delays have led power grid / State utilities to increasingly opt for GIS substations due to the small footprint they occupy. As the power transmission / transformation capacities to cater to the growing demand of urban centres increase, new opportunities will arise for EHV (Extra High Voltage) cabling projects in large cities keeping in view of the right-of-way, aesthetics and Operation & Maintenance aspects. The much-need impetus is expected to be provided by power quality improvement projects such as STATCOM, new clientele from TBCB (Tariff Based Competitive Bidding) players, state utilities strengthening their networks with funding from multilateral funding agencies, and infrastructure projects like metros and airports etc. The financial health of state utilities, the political situation in Microgrid Project for Rural Electrification in Bihar Restructured Accelerated Power Development & Reforms Programme, Varanasi 165165 several states and the availability of funding will remain key determinants. Apart from the domestic market, the business is foreseeing the pipeline of opportunities from SAARC countries like Bangladesh, Nepal etc., which are funded by international funding agencies such as JICA, ADB, IsDB, etc. rooftop segment looks positive. To harness solar power for rural India, the Government of India has formulated Kisan Urja Suraksha evam Utthaan Mahabhiyan (KUSUM) scheme, which aims at solarizing the agriculture sector with ubiquitous use of solar power for tube wells and lift irrigation projects. Emergent areas like floatovoltaics hold promise. System strengthening in state utilities will provide a major impetus to transmission line prospects. Several interstate and intrastate transmission lines are expected to go through the Tariff Based Competitive Bidding route. In certain states, capacity enhancement using the already-existing corridor may provide opportunities as it eliminates the need for fresh acquisition of right-of-way, thereby reducing costs and saving time. The next phase of green energy corridors is on the anvil. Substantial activity with many prospects is evident in the SAARC countries viz. Bangladesh and Nepal, as they are coming up with several high-value prospects. The solar power market is poised to remain upbeat, with yearly solar capacity additions pursuing an upward trajectory. The Private Power Purchase Agreement (PPA) market in select states will pick up based on encouraging open access policies and growing solar power viability. Clarity emerging on GST and duties will help the sector immensely. Advanced Battery Energy Storage Solutions will see a rise due to grid stability requirements and for electrifying rural households. With upcoming state solar policies focusing on rooftop projects with net metering schemes, the prospects for the In the Middle East, the business is cautiously optimistic in its outlook. The stable recovery of the oil price is expected to boost investments in the T&D sector. Infrastructure development will continue to be driven by mega events like Dubai EXPO 2020, FIFA 2022 and grand plans such as Saudi Vision 2030, Qatar National Vision 2030. Further GCC grid formation, upgradation to higher voltage levels, integration of renewable energy sources to the existing power grid and interconnections of transmission networks are expected to fuel growth in power distribution throughout the Middle East. The revival of the transmission & distribution scene in Abu Dhabi is a positive sign. In KSA, SEC (Saudi Electricity Company) continues to invest in power infrastructure projects. In addition, investment in the renewable sector by a leading investor and plans for developing a transnational city augur well for the KSA market. Power system capacity expansion to cater to infrastructure growth is proceeding as per plans in Qatar and Oman. Riding on a strong execution track record in Kuwait, the business is in an advantageous position to exploit opportunities from key customers in Kuwait. Input costs are bound to increase with the introduction of VAT and removal of subsidies on fuel, power and water. However, these will have a similar impact on all the players. 275 kV Air Insulated Substation at Lambir, Malaysia 166 166 Prioritization of spending / budgetary allocation, friction between Qatar and other Gulf countries, the slowdown in Oman, and related delays in project finalization are potential risks. The business is concentrating on key African economies that have a clear road map to build transmission and distribution networks to meet increasing demand. Grid strengthening, regional interconnection and rural electrification opportunities are being pursued in select countries. Renewable generation is another area that holds potential. Having established a creditable track record and subcontractor/ vendor ecosystem, the business is expected to significantly scale up under the right conditions. The rising power demand in ASEAN region paves the way for significant investments in grid interconnections, grid development and strengthening. In addition, an interconnected ASEAN power grid is beneficial in many ways such as generation – demand balancing and renewable integration. With increasing share in Thailand and Malaysia, the business expects to exploit potential in Myanmar and other countries in the region. The overall outlook for the PT&D sector remains promising on both the domestic and the international fronts. The business looks forward to consolidating its position in established markets and gain significantly in new growth areas, ably supported by its initiatives on cost leadership and delivery excellence. 114 MLD Water Treatment Plant at Ranchi, Jharkhand Water & Effluent Treatment Overview: 1.1 billion people worldwide lack access to water and 2.4 billion people are challenged by inadequate sanitation. Many of the water systems that keep ecosystems thriving and feed the growing human population have become stressed. Rivers, lakes and aquifers are drying up or becoming too polluted to use. More than half the world’s wetlands have disappeared. Climate change is altering patterns of weather and water around the world, causing shortages and droughts in some areas and floods in others. At the current consumption rate, it is pegged that two-thirds of the world’s population may face water shortages by 2025. To cater to these various needs, L&T Construction’s Water & Effluent Treatment business segment has enhanced its process knowhow and detailed engineering capabilities across all streams of Water and Wastewater business in India, Sri Lanka, the Middle East and Africa. Its formidable in-house engineering capabilities, coupled with impeccable project management skills, has put this segment much ahead of the competition. 167167 Business Environment The human population has successfully harnessed many of the world’s natural waterways – building dams, water wells, vast irrigation systems and other structures that have allowed civilizations to grow and thrive. Piped water systems have been set up by the Government in most cities. But a large percent of semi-urban areas are not covered by these, and rely on ground water. Piped sewerage systems feeding into large treatment plants exist only in bigger cities and metros. Most cities have septic tanks or local waste management. Hence there are opportunities in this area for providing water infrastructure facilities. The mega Government policies to drive water infrastructure in India that include AMRUT (Atal Mission for Rejuvenation and Urban Transformation), Namami Gange, Pradhan Mantri Krishi Sinchayee Yojana and Delhi Mumbai Industrial Corridor Development. Stringent implementation of pollution norms is in place to encourage setting up of common effluent treatment plants. In addition, large investments have been proposed by multi-lateral funding agencies for water supply and sewer projects to improve the quality of urban life. Desalination, water management, mega lift irrigation, mega treatment plants and smart cities have started fructifying in a large scale. All these leave L&T’s Water & Effluent Treatment business with huge untapped potential. So far, the business has created water infrastructure to cater to the requirements of 30 million people. It has laid more than 3.5 lakh km of pipelines, designed and constructed more than 5300 Million Litres per Day (MLD) of water and wastewater treatment plants and brought more than 2 lakh hectares of land under irrigation. The Water & Effluent Treatment Business has commissioned over 25 projects in FY 2017-18, including the following key projects: a) Gadag Water Supply Scheme, Karnataka b) Bisalpur Jaipur Water Supply Project, Rajasthan c) Nagaur TM 01,02,03 Water Supply Packages, Rajasthan d) Water Supply to Adilabad and Khammam Districts, Telangana e) Rampur Sewerage Scheme, Uttar Pradesh f) Sewerage Network and WW Treatment at Gayespur, West Bengal g) Dahej Water Supply Intake 50 MGD, Gujarat h) Sauni Link 4 Package 3, Gujarat i) CETP at Narol, Gujarat j) Infrastructure Development at NRDA, Raipur k) D2A - Unaccounted for Water Project at Bengaluru This year, the business has augmented its client-base by adding 6 new clients, securing 3 mega contracts over R 1000 crore in value and won orders in various business 375 MLD Sewage Treatment Plant at Jebel Ali, UAE Medak & Sangareddy Water Supply Project, Telangana 168 168 domains like water management, drinking water supply, municipal waste water collection & treatment, integrated urban infrastructure, common effluent treatment plants and lift irrigation schemes. These include: Keeping in mind oil price volatility and other uncertainties, the business has cautiously evaluated projects on the international front this year. The business is all set to win major orders in the years ahead. a) Providing 24x7 water supply to Pune from Pune Municipal Corporation b) Laying of sewer lines in an extended area of Bengaluru City from Bangalore Water Supply and Sewerage Board c) Kundaliya Lift Irrigation Scheme from Water Resources Department, Government of Madhya Pradesh Significant Initiatives The year witnessed significant initiatives being taken to ensure that the Water and Effluent Treatment business of L&T continues to be ahead of the competition, both in terms of market share and profitability. These initiatives include: • Diversification into different lines of businesses • Setting up spiral mills close to project sites for rolling HR d) Surya Water Supply Scheme from Mumbai Metropolitan coils into pipes Region Development Authority e) Sauni Yojana Link 2 Package 6, Gujarat f) Mallana Sagar Reservoir Reach 2, Government of Andhra Pradesh g) Development of Integrated Infrastructure at Amaravati from Capital Region Development Authority, Andhra Pradesh h) Seoni Water Supply Scheme from Madhya Pradesh Jal Nigam Limited i) Cuttack Water Supply Scheme for supplying potable water to Cuttack District j) India’s First Brownfield Smart Infrastructure Project at Udaipur, Rajasthan from Udaipur Smart City Limited • The RACE initiative, realizing considerable savings • Launching the Project Managers Development Program (PMDP) to get the next generation of Project Managers ready • A dedicated O&M team to remotely monitor all the sites through a Remote Monitoring system (RMS). This enables getting expert guidance, troubleshooting support, etc. • Introducing ‘O&M-Cognizance’, a daily E-learning programme that keeps the O&M team updated with current O&M practices Awards & Recognitions • Guinness World Record for the ‘Largest Sustainability Lesson’ conducted in a college as part of World Water Day Celebrations 2018 227 MLD Water Treatment Plant at Garden Reach, Kolkata, West Bengal Floating Barge Intake at Sahibganj, Jharkhand 169169 • Best of India Records for the ‘World’s Largest Water Conservation Campaign in schools on a single day’ • ‘Most Admired Company of the Year – Water Sector’ award from World Federation of Marketing • ‘People Initiative of the Year’ awarded by ET Now for PMDP • 5 awards from Water Digest including ‘Best Urban Water Solutions Provider’ and ‘Best Rural Water Solutions Provider’. The business has been driving digitalization over the past two years to improve efficiency and productivity. Initiatives implemented include: • Digital Site Walk Through: A combination of hardware (SmartGlass) and software solutions used to observe the project progress, safety, quality, workmens’ welfare and administration from any remote location. • HR Dashboard: Provides a more advanced way to assess metrics and Key Performance Indicators, allowing organizations to present information in a more interactive and user- focused manner. • Customer Relationship Management (CRM): A tool which enables effective management of the business, from the early stage of prospects to award of contract – and can be extended till O&M. The CRM platform supports the tendering process. Once the prospect is converted to NIT (Notice Inviting Tender), the Contracts team will use the module to work with various departments and for preparation of the bid. The tender opening will also be captured in the system for further data analysis. Outlook The Government has already set in motion an integrated Ganga conservation plan – ‘Namami Gange’ – which envisages investments for sewage infrastructure across several urban habitations along the river. The Pradhan Mantri Krishi Sinchayee Yojana (PMKSY) has been formulated with the vision of extending the coverage of irrigation ‘Har Khet ko pani’ and improving water use efficiency ‘More crop per drop’ in a focused manner with end-to-end solutions on source creation, distribution, management, field application and extension activities. The Delhi-Mumbai Industrial Corridor (DMIC) is India’s most ambitious infrastructure programme, aiming to develop new industrial cities as ‘Smart Cities’ and converging next-generation technologies across infrastructure sectors. The programme envisages development of infrastructure linkages like power plants, assured water supply, high capacity transportation and logistics facilities. Hence, the projects pipeline related to drinking water, waste water and irrigation are expected to remain strong in India due to growing demand and Government thrust. Sector-specific focus is expected to shift towards rural drinking water, ETPs/STPs and irrigation projects. Major outlay based on the current status and priorities: Water projects expected in Gujarat, Karnataka, Uttar Pradesh, Bihar, Tamil Nadu, Rajasthan; Irrigation projects are expected in Tamil Nadu, Telangana & STPs expected in Uttar Pradesh and Bihar. There is a push towards the PPP mode (HAM – Hybrid Annuity Mode) for STPs (Sewage Treatment Plant) causing big Infra developers to enter the water sector. There is the probability of this getting extended to WTPs (Water Treatment Plant) / ETPs (Effluent Treatment Plant). Sewage Treatment Plant at Al Shamal, Qatar Sauni Yojana Lift Irrigation Project, Gujarat 170 170 At present, the competitive landscape is such that L&T along with few selected players are only competing pan-India, while the smaller players are focusing on their home ground. Competitors tend to form JVs with regionally strong players and technology licensors for PQ and project execution. In the international market, opportunities have been identified for water treatment, sewage treatment and desalination plants in Middle East. The business has already made its mark in Tanzania and Sri Lanka and more orders are expected from these geographies. Tireless efforts are in place to expand into other parts of Africa and Bangladesh. Smart World & Communication Business Overview: L&T entered the Smart World & Communication business two years ago, specifically to address the need for a safe, smart and digital India. It has executed several projects under these segments, many in an advanced stage of implementation. The business is positioned well for accelerated growth for the year 2019. The business has three segments – the first for Safe Cities; the second, Smart Infrastructure; the third, Telecom and Communication Infrastructure. The Government of India continues its investments to leverage smart and digital technologies for cities and rural parts of India, focusing on a safe, smart and connected India. L&T offers a bouquet of Smart City solutions In this domain, L&T is at the forefront, collaborating with the Government in leveraging technologies to meet those goals. L&T is perfectly positioned to build India’s next-gen safe, smart and digital infrastructure. As a Master System Integrator, L&T has proven expertise in focused strategy, robust processes and comprehensive end-to-end solutions to cater to India’s smart and digital requirements. With its unique positioning and technology-driven portfolio, the business has been able to attract talent from across industries, comprising a diverse pool of resources spanning technology, software, hardware and domain specialists from relevant industry verticals. Smart Cities L&T has established itself as the leader in the smart city domain. Starting with the Jaipur Smart City Project – India’s first ‘smart city’ – the business is currently executing five major ‘smart city’ projects that, inter alia, include Nagpur, Pune, Vizag, Raipur, and is positioned well in a few others. L&T is executing India’s First Integrated Smart City project for Nagpur City in Maharashtra, including the creation of a ‘smart’ strip of approximately 6 km with state-of-the-art systems powered by smart ICT interventions like smart transport, solid waste management, smart traffic, smart lighting, smart parking and environmental monitoring systems. For the city of Pune, in partnership with Google, the segment successfully launched wi-fi services. Other smart elements under implementation are emergency call boxes and public address systems, environmental sensors, variable messaging displays, network connectivity, video analytics 171171 integration and state-of-the-art Smart City Operation Centre (SCOC). In the city of Visakhapatnam, apart from the above- mentioned smart elements, L&T’s project includes implementation of other smart elements such as solid waste management system, a first-of-its-kind smart pole, smart lighting and Enterprise Resource Planning. In February 2018, the Hon. Chief Minister of Andhra Pradesh inaugurated the Command Control Centre of the Vizag Smart City Project. The business also commissioned wi-fi and a data centre for Chennai city. In FY 2017-18, the segment secured the following orders: a. Raipur Smart City Limited for Implementation of intelligent traffic management system, city surveillance system and integrated command control centre in Raipur city. b. The first and highly prestigious order for implementation of smart meters in about 17 districts in Uttar Pradesh (for six DISCOMS) and Haryana (two DISCOMS). This is India’s largest smart meter roll-out – implementation of 5 million smart meters across these two States. This is the first large-scale project involving deployment of all the applications on the Cloud, including head end system and meter data management system. c. Tamil Nadu Data Centre Project for Tamil Nadu State Govt. and Bhubaneshwar Data Centre Project for National Informatics Centre, marking L&T’s foray into the business of stand-alone data centre projects. Command & Control Centre, Mumbai Communication & Telecom Infra L&T provides end-to-end solutions for a range of requirements covering fibre- optic backbone, microwave and satellite communication, network and telecom infrastructure, wi-fi systems, early warning dissemination systems, emergency response systems, metro communication, etc. Playing a key role, L&T supported Bharat Broadband Nigam Limited (BBNL) in the Bharat Net programme by deploying the Gigabyte Passive Optical Network (GPON) technology across eleven States in India, and also Network Operating Centres (NOCs) in Bengaluru and New Delhi. This has received much appreciation from the Department of Telecom, Ministry of Communication. L&T also successfully created 1,900 wi-fi hot spots and 10,500 access points across 10 states in Phase 1 covering both urban and rural areas, as well as another 1,900 wi-fi hot spots and 1900 access points across 10 states in Phase 2 in rural areas. L&T also commissioned a dedicated network for the Indian Air Force, connecting a number of Air Force stations pan-India. As part of another Digital India initiative, L&T commissioned wi-fi access to around 300 colleges in a University in the State of Bihar on behalf of BELTRON. L&T has commissioned the first phase of the Cyclone Early Warning Dissemination System (EWDS) – the first of its kind in India – for the State of Odisha. For Andhra Pradesh, the EWDS is at an advanced stage of completion. L&T is executing the comprehensive metro communications package for the Lucknow Metro and a TETRA communications package for the Delhi Metro. 172 172 In FY 2017-18, it won orders for similar packages for the Nagpur Metro in Maharashtra and the MEGA Metro for the city of Ahmedabad, Gujarat. In alignment with the Government’s state-wide area network initiative to provide digital connectivity between the State/UT Headquarters and the Block level via District / sub-Divisional Headquarters, L&T has won an order from the State of Jharkhand to cover 24 Districts across the State. L&T has won a contract from Rajasthan Rajya Vidyut Prasaran Nigam Limited (RRVPNL) to create a ‘Smart Connected Grid, Smart Transmission Network and Asset Management System’ across the State of Rajasthan, covering about 624 power utility sub-stations. Security Solutions Business Video-based surveillance has emerged as a fundamental tool to support law enforcement agencies to accelerate the pace of detecting and preventing crime and improving emergency response systems for people in distress. The core strength of the business lies in offering a holistic spectrum of sustainable and scalable security system solutions for pan-city and pan-state surveillance, homeland security systems, intelligent traffic management systems, critical infrastructure across ports, airports, metros, IT parks and public buildings, etc. Starting in a small way with the Sabarmati Jail Surveillance Project and the development of surveillance and intelligent traffic management systems (in Ahmedabad, Gandhinagar and Vadodara) for the Government of Gujarat, L&T has commissioned the largest surveillance project of its kind for Mumbai. Intelligent Parking Management System On 5th September 2017, the Chief Minister of Maharashtra declared India’s largest city surveillance project ‘go-live’. This is the ‘Mumbai City Surveillance Project’, comprising ~5,000 cameras at over 1500 junctions in city. As part of this project, L&T has delivered state-of-the-art command control centres for the city, which is being utilized by the City’s Administration and Police, not only for surveillance activities but also for overseeing natural emergencies and the strife-like situations that the city goes through from time to time. The business is currently executing the largest city surveillance (over 10,000 cameras) and traffic management network for the cities of Hyderabad and Cyberabad. In Rajasthan, three city Command Control Centres at Bharatpur, Jodhpur and Bikaner and the Dial 100 Emergency Response System were also successfully commissioned in FY 2017-18. Awards The business has received various awards, particularly for Smart City initiatives and Surveillance Projects. Awards received during the year include: Award Category Smart Urban Traffic Management Initiative Project Hyderabad Intelligent Traffic Management System Best Smart Cities Initiative Nagpur Smart Cities Smart Surveillance Initiative Mumbai City Surveillance Best Innovation Initiative Nagpur Smart City Best Project in Building Smart Cities Pune Smart City Tourist Attraction City Jaipur Smart City 173173 Award Category Adaptation & Resilience Project Odisha EWDS Smart Solution of the Year Nagpur Smart Strip Outlook FY 2018-19 looks promising for the business, given the boost the Government has given to safe and smart cities and other digital initiatives. The Union budget for FY 2018-19 has allocated over R 25000 crore – an increase of 22% over last year’s allocation – towards various initiatives in the areas of smart, digital, etc. This augurs very well for the interest pursued by the business. Several Tier-II cities are expected to roll out surveillance projects. Additionally, the transportation sector is also moving towards surveillance and traffic management systems. A few of the RFPs are in an advanced stage of preparation, such as railway surveillance and highway traffic management system. Under the Central Government’s Smart City Mission for developing 109 smart cities across India, the cities have already been shortlisted and several are at advanced stages of RFPs and have received Central Govt. funding. These cities will be coming up with RFPs shortly, and the balance cities are likely to follow in FY 2018-19. Equipped with diversified smart offerings, L&T is well-placed to address these opportunities. In addition to the above, special focus is laid on the modernization of defence and homeland security. In the defence sector, perimeter surveillance systems to the Navy and Air Force are also shaping up. The Bharat Net programme is one the world’s largest network infrastructure projects. It aims to digitally connect 250,000 villages (gram panchayats) across the country and unite India digitally. The second phase of the Bharat Net program has been floated and aims to deploy network infrastructure to the 140,000 gram panchayats on a fast-track basis. The objective of the Bharat Net programme is to facilitate the delivery of e-governance, e-health, e-education, e-banking, Internet and other services to the rural India, thereby enhancing the quality of rural life. Along with rural digital initiatives, the Government is also focussing on increasing the number of wi-fi hotspots across the country. BSNL is planning to ensure that there are half a million more hotspots by the end of December 2018. The aim is to digitally touch India’s 1.25 billion population. One of several initiatives of the Government in the energy sector is the drive for replacement of old analog meters with new, tamper-proof, digital smart meters for domestic consumers. The metro initiative is gaining further impetus, with the addition of metros for cities of Mumbai, Bengaluru, Hyderabad, Nagpur, Ahmedabad, Chennai, Jaipur, and Kochi in the next few years. In addition, there are proposals for Mass Rapid Transport Systems for Pune, Chandigarh, Ahmedabad, Kanpur, Ludhiana, Bhopal, Indore and Faridabad. Both technically and financially, the Government has been supporting the set-up and upgrade of State Wide Area Networks (SWAN). The business expects opportunities in State Wide Surveillance. Information Kiosk at Jaipur - a Smart City solution 174 174 Power Business Overview L&T’s Power business offers concept-to-commission integrated business solutions to the thermal and nuclear power industries. It undertakes large EPC projects on a lumpsum turnkey basis in the fields of coal, nuclear and gas based power plants in India and overseas. The business is planning to undertake STG Island contracts in upcoming PHWR nuclear-based power plants. The business has a track record of executing large-size and complex projects with capabilities that include in-house engineering, state-of-the-art manufacturing facilities, project management expertise and a healthy and encouraging work environment. The business boasts of a state-of-the-art facility at Hazira (near Surat), where it manufactures ultra- supercritical / supercritical boilers, turbines, generators, pulverizers, axial fans, air-preheaters and electrostatic precipitators. The facility is responsible for adding more than 7GW of supercritical power generation capacity to the Indian Power sector since its inception. The business has the following subsidiaries: L&T-MHPS Boilers Pvt. Ltd., a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS) Japan, engineers, designs, manufactures, erects and commissions ultra-supercritical / supercritical boilers up to a single unit of 1000 MW in India. The Company is also looking forward to gaining a foothold in the selective catalytic reduction system market in India, which is likely to open during 2018-19. L&T-MHPS Turbine Generators Pvt. Ltd., a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS), Japan and Mitsubishi Electric Corp. (MELCO), manufactures STG equipment of capacities ranging from 500 MW to 1,000 MW. The Company is engaged in the engineering, design, manufacture, erection and commissioning of ultra-supercritical / supercritical turbines and generators in India. The business also has a joint venture with Sargent & Lundy LLC, USA (S&L), a global consulting firm in the power industry, offering complete power plant engineering and consultancy services – from concept to commissioning. Another joint venture with Howden Group, UK, enables the manufacture of fans and air pre-heaters. Presently, the business is very active at various sites in India for its coal-based power plants, and in Bangladesh for its gas-based power plants. Business Environment: The lack of momentum in industrialization and moderate economic growth have directly impacted the power sector in recent times. The power sector is facing various challenges like shift of focus towards renewables, decline in thermal PLF, financial stress, promoter’s inability to infuse equity and service debt, 2x660 MW Supercritical Thermal Power Plant at Nigrie in Singrauli district, Madhya Pradesh. L&T executed Boiler and Turbine Island on EPC basis. 175175 falling electricity prices at exchanges, non-availability of long term PPA, coal linkages, water availability, land issues, etc. The Government’s focus on renewables has particularly impacted the capacity generation of thermal power plants. Further, the excess manufacturing capacity in the market continues to put pressure on the prices. During these trying times, the business sees the opportunity to reorganize, consolidate, cut costs and improve efficiencies to make it more competitive in the market to secure future orders. The business will continue its stand of not bidding at margin diluting prices. Instead, it will work in an organized manner to make itself cost-competitive to win and successfully complete such projects. There is some cause for cheer, despite the challenges being encountered by the power sector in the past few years. The business is confident of revival of capacity enhancement in the thermal power sector to match the projected rise in demand for power, in line with economic growth in the country. In this context, the business will continue to focus on coal and gas-based power projects and its adjacencies like replacement of old power plants, R&M and new business for FGD / SCR systems, sub-critical plants, nuclear STGI plants, etc. During the year, the business continued its foray into Bangladesh, with one more 400 MW combined cycle gas-based complete EPC contract. The business has successfully commissioned two gas-based combined cycle power plants in Bangladesh, and has added capacity of more than 600 MW to the grid. Further, two gas-based power plants totalling 800 MW are under construction, and will be completed well within the contractual period. The success in Oman in the HRSG segment of gas-based power plants and export jobs through joint ventures continues to mark the business’s capability to meet international execution standards, and proves its competitiveness among international players. The business is poised to focus on new territories outside India to mitigate the risk of low domestic demand. The business has also diversified into environmental solutions, actively started to participate in FGDs, and is hopeful of making a breakthrough in the upcoming tenders. It will also participate in the replacement project market, which is estimated to be around 46 GW, and will see the replacement of old and inefficient power plants in the country. The business continues its operational excellence on the jobs in hand by completing the various milestones of the projects in record time. The dedication of the Mahagenco– Koradi project to the nation (3x660 MW) is an example of this operational excellence. The business, despite its quest to complete project milestones on time, has never lost sight of the safety and quality of execution. The receipt of various national-level awards on safety and quality is a testimony to this. Nuclear power, being a clean source of energy, is going to play a key role in the Indian power sector in the next few years. The Government has an ambitious plan to increase the nuclear power production to 23 GW by 2031 from the current level of 7 GW. The business sees 360 MW Combined Cycle Power Plant, Bheramara, Bangladesh, built on EPC basis 225 MW Combined Cycle Power Plant, Sikalbaha, Bangladesh, built on EPC basis 176 176 large-value opportunities in this segment. The business has incorporated the manufacturing capability to produce turbines of 700 MW capacity related to PHWR nuclear power plants. Significant Initiatives: The business has deep-dived into cost-optimization programmes, and is confident of successful implementation in the upcoming tenders. Internationalization and portfolio enhancement continue to remain the focus of the business. Enhancing its capability towards these initiatives, the business is geared to benefit from any opportunity available in these areas. The business is also giving due importance to digitalization. It aims to achieve cost reduction, carry out smart operations and shorten project timelines through these initiatives. Smart asset monitoring using IoT and smart manufacturing initiatives have been identified as important digitization measures to improve business processes and optimize equipment utilization. The business has carried out various initiatives to improve its localization of manufacturing activities. It regularly reviews its internal control processes, and has ensured an adequate internal control system commensurate with the size, nature and risks of its business operations. It also continues with its risk mitigation initiatives through risk management practices and regular reviews. Outlook: Looking ahead, the power sector in the country is set to grow to meet the increased demand due to the expected GDP growth in the country. The growth in industrialisation is the key to economic growth, which in turn will lead to a major thrust in the power sector, as power is required to support industrialisation. Government initiatives like Ujwal DISCOM Assurance Yojana, rural electrification programmes, the programme on 24x7 power for all, and centralised purchase of 2500 MW of power from stressed power projects by the Central Government for 3 years are some of the measures being implemented towards raising the power demand so that the power sector embarks on a sustained recovery path. The business sees that the power sector is expected to unfold many more such positive trends in the areas of generation, transmission and distribution to increase the demand. Coal will continue to be the mainstay of the domestic power sector for providing stable, reliable and robust base load power supply – though the emergence of alternative sources in the form of renewables is another challenge for the business. The business sees opportunities in the ‘replacement market’ and in ‘FGD systems’ in the near future. The business is ready to capitalise on any opportunity in these diversified areas. Excess capacity and aggressive pricing will continue to haunt EPC players, and would reflect in the pricing and financials. South East Asia continues to offer good opportunities for gas-based plants, which are not expected to revive in India in the near future. The business has taken various steps to enter targeted markets like Bangladesh, Sri Lanka, the UAE and Indonesia for gas-based projects. Boiler manufacturing facility, Hazira, Gujarat. Turbine manufacturing facility, Hazira, Gujarat 177177 Heavy Engineering Business The Heavy Engineering business is structured into two business groups: • Process Plant Equipment and Nuclear • Defence and Aerospace Process Plant Equipment and Nuclear Overview L&T’s Heavy Engineering (HE) business is amongst the top 5 global fabricators to supply engineered-to-order critical equipment, piping and systems for core sector industries - Fertilizer, Petrochemical, Refinery, Oil & Gas, Gasification, Thermal & Nuclear Power, including critical revamp and up-gradation projects. These equipment and systems are the most critical part of major investments. The business has achieved international recognition through an impeccable track record of executing large and complex projects. Capabilities include state-of-the-art technology, engineering analysis, globally benchmarked, fully- integrated manufacturing facilities, a Research and Development centre, and an experienced and highly skilled talent pool. The sustainability and safety Two trains of FCC Packages (8,650 MT) for Petronas RAPID Project, Malaysia standards at manufacturing facilities are on par with international standards. The business is a leading supplier of hydro-processing reactors, ethylene oxide reactors, fluid catalytic cracking reactor regenerator systems, high-pressure breech lock heat exchangers, waste heat boiler packages, ammonia converters, urea reactors, urea strippers, methanol converters, coke drums, proprietary internals and other critical equipment for process plants. Nuclear power sector supplies include equipment such as steam generators, end shield assembly and pressurizers.The manufacturing facilities are located in Mumbai, Hazira (near Surat) and Vadodara. The business also provides modification, revamp and up-gradation services in niche areas. The Piping business unit fabricates critical piping spools for applications in the power, refinery, petrochemical, fertilizer and chemical sectors (for high-pressure, temperature and corrosive services) and has a track record of exporting piping spools globally. The business has a JV with Nuclear Power Corporation of India (NPCIL), which holds a strategic facility to cater to the demand for critical forgings required for the Indian Nuclear Power programme and for other crucial sectors like Defence, Hydrocarbon and Oil & Gas. Business Environment A sluggish global economy impacted the business for the first 3 quarters of 2017-18. Key markets, viz. USA, Brazil and China, offered very few opportunities. Other major markets targeted i.e. Iran and Russia, were impacted due to geopolitical reasons. The Middle East economy slowed down due to lower oil prices. Worldwide, most countries 178 178 responded to the slowdown with restrictive import policies and the demand for localization. On the domestic front, major economic reforms, viz. Demonetization and the introduction of the Goods & Services Tax (GST) led to a delay in the tendering process and investments. The order inflow for the Nuclear business was impacted due to slow progress in order placements. Surplus capacities and limited demand led to aggressive competition and put extensive pressure on pricing and deliveries. The business focused on operational excellence to deal with the challenging market scenario and regained its competitiveness. Major orders executed in 2017-18 include equipment for RAPID, EXXON, KNPC AL ZOUR, CPCL, IOCL, KBR Lotte Chemicals etc. Major orders received include orders for reactors, columns and vessels from HPCL including heaviest hydro processing reactor by L&T – 1840 MT, coke drums from Marathon USA, a major nuclear order for steam generators and end shields for GHAVP, Haryana. Significant Initiatives In order to maintain its leadership position, the business has drawn up a five-year Strategic Plan focusing on profitable growth. Major initiatives include product portfolio restructuring, key account management, talent management and organization excellence. Digitalization has been identified as a key driver for improving quality and productivity. The culture of continual improvements in operations helps the business attain global benchmarks. The Product & Technology Development Centre of the business is focusing on the development of new products and manufacturing technologies. The areas of focus include welding and metallurgy, heat transfer, hydrodynamics and computational fluid dynamics. Outlook With the uptick in crude oil prices, there is revival in the demand for oil in international markets. Global growth started picking up towards the end of FY 2017-18, and the business outlook for the Process Plant sector looks optimistic, with major investment proposals expected in South East Asia, MENA and the domestic market. Major investments are expected in five to six refineries around the world in view of the increase in global demand. Foremost opportunities include Takreer in Abu Dhabi, DUQM in Oman, KNPC in Kuwait and Thai Oil in Thailand. The domestic market is also showing signs of revival of the Capex cycle by major players in the petrochemical sector. Investments are expected in the domestic sector by IOCL, HPCL, HMEL and BPCL for capacity enhancement and BS-VI upgradation to comply with the applicable fuel standards. This is going to benefit the business in the form of steady order inflow in the medium term. In the Fertilizer sector, major opportunities include revival of sick FCI and HFCL units, energy saving and capacity enhancement projects driven by the New Urea Policy 2015 (NUP 2015). The upcoming opportunities in Talcher Fertilizer will also open fresh avenues of business growth. In the Nuclear sector, fleet procurement opportunities in 700 MWe PHWR projects will provide large growth opportunities in FY 2018-19. Heavy Thick Vessels (3,312 MT) for KNPC Al-Zour Refinery, Kuwait Methanol Converter 179179 Defence and Aerospace Overview L&T’s defence business provides indigenous solutions across the spectrum – from platforms to surveillance- to-strike capabilities. Having started as a diversification initiative primarily with the R&D model, the business has metamorphosed through growth phases, developing technologies, products, systems, and providing solutions across the communication, weapon & weapon delivery systems, and platforms for naval applications. Currently, the business has grown into an integrated portfolio and serves the Armed Forces and the Defence Research & Development Organisation (DRDO). The Defence business is structured into two business groups: 1. Defence & Aerospace 2. Defence Shipbuilding (reported under ‘Others’ segment in financial statements) 1. Defence & Aerospace L&T’s Defence and Aerospace (D&A) business is today engaged in design-to-delivery solutions and serially produces these across its chosen defence segments. For over three decades, L&T has focussed on design, engineering and building Indian products, systems and technologies with Defence Research and Development Organisation, India (DRDO), as well as with its in-house research and development. The business has developed and is into manufacturing artillery systems, air-defence systems, land & naval weapon systems with associate fire-control solutions, naval equipment & systems, engineering systems for land and naval forces, military bridging systems, communication systems, missile propulsion air frames and rocket motors for space- launch vehicles. L&T has stayed committed to ‘Make in India’, and has invested in creating multiple work centres across the country dedicated to the defence business. These include the assembly & integration facility at Talegaon near Pune, missile sub-system manufacturing facility at Coimbatore and the defence electronics facility at Bengaluru. Besides these dedicated facilities, specific work-centres are set up at Hazira (near Surat) for the strategic programme, Ranoli (near Vadodara) for advanced composites, at Powai (Mumbai) for prototype development and testing, and a site at Vishakhapatnam operating under the GOCO model for a strategic programme. L&T continues to develop indigenous systems and solutions for the ‘Indigenously Designed, Developed and Manufactured’ (IDDM), ‘Make’ and ‘Buy and Make Indian’ category of programmes under the Defence Procurement Policy. It has planned investments in its Product & Technology Development Centre at Powai and at Bengaluru for technologies of the future. The business has a Joint Venture (JV) with MBDA (world leader in missiles and missile systems), and is well-poised to develop and produce futuristic missiles and missile systems to meet the growing potential requirements of the Indian Armed Forces. K9 Vajra-T 155mm/52 Cal Self-Propelled (SP) Tracked Gun Pinaka Multi-barrel Rocket Launcher 180 180 2. Defence Shipbuilding The shipbuilding business operates two defence shipyards – one at Hazira Manufacturing Complex (since 2007) and a greenfield mega shipyard at Kattupalli near Chennai (since 2012). Located across a sprawling 1225-acre complex, the Kattupalli Shipyard is India’s largest shipyard, designed in-house, and built to globally benchmarked technological practices. Dedicated, independent Design Centres for warships and submarines are equipped with integrated 3D design, analysis, virtual reality and Product Lifecycle Management, interfaced with project management and ERP systems in line with global best practices. The shipyards have successfully delivered interceptor boats, offshore patrol vessels and a floating dock for the Indian Navy, with the remarkable achievement of each vessel being either ahead of time or on schedule – a new benchmark in the Indian shipbuilding industry. Business Environment In line with the motto of ‘Make in India’ and ‘Ease of doing business’ agenda, the Government has brought about major improvements in policies in the Defence sector. The enabling policies include release of a Strategic Partnership Policy, Simplified Make II Procedure, announcement of Defence Industrial Corridors and a draft Defence Production Policy. With these policy initiatives moving towards creating a level playing field over the past three years, the import content has shown a downward trend. The Capital Budget for Defence in FY 2018-19 has grown by around 7% as compared to that during FY’18. The major allocation of the capital budget is to meet existing commitments of MoD, and the allocation to undertake new acquisitions is likely to be under pressure. With the preferential categorization of acquisition programmes towards indigenous sourcing, India’s imports are expected to continue to show downward trends, going forward. There is also active support and facilitation by the Government towards indigenous defence production and export. In the Aerospace segment, L&T collaborates with ISRO as technology partners for the development of special- purpose test facilities for India’s space programmes. In the wake of meeting increasing demands of the space sector in a timely manner, ISRO is exploring outsourcing of launch vehicles and sub-assemblies to the private sector. Significant Initiatives The business is focused on achieving a profitable growth as per its Strategic Plan. It has been built on the strengths of R&D and Design, matched by great production performance over the past three decades, with unstinted technology, product development and investments in innovation. The new Integrated Reporting Standards which the management has decided to embrace from FY 2018-19 stresses upon the need to look at sustainability even more comprehensively, and commitment to social programmes. The business continues to efficiently leverage human capital, invest across work centres towards digital transformation, focus on conserving and utilizing alternative sources of energy, and further enhancing efficient process and business sustainability, besides protecting the environment. L&T is building 54 Interceptor Boats for the Indian Coast Guard One of seven offshore patrol vessels designed and built by L&T 181181 The Government has awarded L&T the largest-ever contract on a private player for Tracked SP Artillery Howitzers. Therefore, L&T is setting up an Armoured System Complex at Hazira to serially produce these K-9 Vajra Howitzers. This programme has served as the clear indicator of the MoD’s commitment to push the ‘Make in India’ agenda. Outlook With the draft Defence Production Policy highlighting the vision ‘to make India among the top five countries of the world in Aerospace and Defence industries, with active participation of public and private sector…’ the preference for indigenously designed and developed systems will result in opportunities in adjacent domains. Over the medium-term, significant opportunities are envisaged in programmes for new-build naval (surface as well as underwater) platforms, refit of conventional submarines, artillery and air defence guns, close-in weapons systems, military bridging systems, missile programmes (repeat orders), and sub-systems for space launch vehicles. L&T is poised and positioned to play a proactive role in ensuring self-reliance of our nation through successful ‘Make in India’ initiatives. With regard to implementation of the Strategic Partnership Policy, Request for Information (RFIs) for conventional submarines (P75I) and the Future Ready Combat Vehicle (FRCV) armoured platform were issued this year to foreign OEMs. EOIs to Indian as well as foreign OEMs are expected to be issued. L&T is likely to be positioned to be selected as a Strategic Partner in key segments. The JV with MBDA is well positioned to address IDDM opportunities, ‘Buy Indian’ programmes as well as ‘Buy and Make Indian’ programmes with access to latest state-of-the-art technologies like the Fifth Generation technology for Anti-Tank Guided Missile (ATGM). With sharper focus on gaining growth momentum, the business reiterates its commitment to nation-building. The Floating Dock designed and built for the Indian Navy. 182 182 Electrical & Automation Business Overview L&T’s electrical and automation (E&A) business manufactures a wide range of products and system for distribution, regulation and control of electricity along with metering products. The business is a major player in the system integration business. Its products include low and medium voltage switchgear products, electrical systems, marine switchgear, industrial and building automation products, energy management systems and metering solutions that cater to industry, utility, building, infrastructure and agriculture segments. The E&A business is structured into two Strategic Business Groups (SBGs) – Products SBG and Projects SBG. The business has been increasing its penetration in new segments like telecom, smart e-cities, healthcare, etc., by offering innovative solutions, while consolidating its position in the retail segment with a new range of consumer products. The major strength of the business is its elaborate in-house design and development facilities for new products and life cycle management of its existing range of products. The business has six DSIR-approved R&D facilities and dedicated test laboratories in India that specialise in diverse skill sets. These centres network with international labs, testing centres and academic institutions to keep abreast of new technology trends and introduce them to customers in different segments. The business also has well- developed tooling facilities with state-of-the-art manufacturing systems and processes in place for high precision tools, which are a pre-requisite for high- quality products. Additionally, its six Switchgear Training Centres at Pune, Lucknow, Coonoor, Vadodara, Delhi and Kolkata promote good electrical practices in the industry. Manufacturing operations are located at facilities at Navi Mumbai (Mahape & Rabale), Ahmednagar, Vadodara, Coimbatore and Mysore in India as well as in Saudi Arabia, UAE (Jebel Ali, Dubai), Malaysia, Indonesia and the UK. Business Environment With a notable rebound in global trade, the world economic growth rate reached 3.6 % in 2017. This was driven by an investment recovery in advanced economies, rebound of the European economy, continued strong growth in emerging Asian markets, and signs of recovery in several commodity exports. The global growth rate is expected to clock up to 3.9 % in 2018, which would be highest in this decade. The geopolitical situation across the world is also changing fast. The private investment climate in India has remained subdued due to stresses in the balance sheet. The dust around GST implementation is yet to settle. The year witnessed a good monsoon, as well as policy announcements in many sectors such as infrastructure, The Floating Dock designed and built for the Indian Navy. L&T offers India’s widest range of switchgear to a variety of sectors 183 183 power, health, sanitation, etc., creating an environment for further growth in the economy, which grew by 7.2% in 2017. encouraging. Various recommendations of the project have been implemented, contributing to improved efficiency and cost reduction. Implementation of initiatives like Dindayal Upadhyaya Gram Jyoti Yojana, UDAY, SAUBHAGYA, Smart Grid, Pradhan Mantri Krishi Sinchayee Yojana and increased focus on renewable energy are visible on the ground. Other Governmental initiatives like Make in India, Smart Cities, increased infrastructure spending, etc., also hold promise. The rising oil and metal prices, slow climate of order finalisation and liquidity issues continued to pose challenges for the businesses. With the formation of UDAY, the liquidity position of utilities has improved, thereby giving more powers to state utilities to decide and award orders. This has resulted in improved order intake by the metering business. The switchboard business posted a good performance for the year, except that the international order intake was lower. Overall, the domestic business posted improved performance over the previous year. VAT implementation with effect from 1st January 2018 in the Middle East, e.g. KSA and the UAE, has so far been smooth. Significant Initiatives: In its endeavour to deliver quality products and solutions at competitive prices, the business always revalidates its processes, providing vigour and sustainability to its operations. The business launched ‘Project Optima’ for all domestic businesses and TAMCO. The project is an operational excellence initiative, aimed at achieving refined cost structures, improved operational efficiency and faster throughput. The outcome of the programme has been In FY 2017-18, the R&D spend by the business was approximately 2 % of total sales revenue. During the year, the business filed 76 Patents, 1 Trademark and 32 Design applications. Focused R&D activities have enabled the Electrical Standard Products business unit to have a healthy New Product Intensity (NPI) index of approximately 25% - an index which measures the sales of new products introduced in the market during the last five years with reference to the total sales in the financial year. The Standard Products business implemented a SAP tool known as ‘Advanced Planning and Optimisation’ (APO) for end-to-end supply chain management. The tool aims at improving capability to give a reliable commitment of delivery date to customers while receiving orders, based on real-time visibility in the supply chain. It works on the Theory of Constraints (TOC) and uses a diagnostic metrics framework based on Supply Chain Operation Reference (SCOR). In line with its ‘Shrink to grow’ initiative, the switchboard business has successfully shifted its Low Voltage switchboard manufacturing operations from Ahmednagar to Coimbatore campus, which helped in creating additional manufacturing capacity for Medium Voltage products. The business participated in Asia’s largest electrical fair ‘ELECRAMA’ held at Greater Noida in March, 2018 and showcased a wide range of offerings, including products which are lined up for launch in the coming months. Air Insulated Switchgear (AIS) from TAMCO Malaysia, an L&T Group company. 184 184 Subsidiaries such as LTEASA and Servowatch also undertook business re-structuring exercises to achieve efficiencies in business operations by reducing fixed overheads. The business has undertaken numerous initiatives to improve the use of technology and prepare for the digital future. This will enable the generation of informative dashboards from diverse data sources, improve efficiency, ease out manual work by machine computing and build artificial intelligence. Initiatives implemented during the year include: A. Mobile Applications • AutoNaT mobility solution for E&A employees • StockNaT mobile app for channel partners and customers • Retail Management Solution for retail sales force, distributors and retailers B. Collaboration, Document Management & Workflow – To create a centralised document repository with work flow functionality C. Analytical Reports & Dashboards – Real-time information on key business metrics. Listed below are few initiatives on which significant progress has been made: 1. Asset Intelligence Management (use of Internet of Things) • Optimising productive time of machines • Tool life monitoring and asset tracking 2. Training and education using Augmented Reality / Virtual reality • Guided servicing of ‘Omega’ Air Circuit Breaker using Augmented Reality • Interactive Induction Training module for new joiners using virtual reality Product Launches In FY 2017-18, the business introduced various new products in the power distribution, motor control and power quality market segments to further strengthen its leadership position. Notable additions include higher rating air-break and vacuum contactors, 4-Pole MCCBs, electronic trip units - SR 18G with enhanced features, S-Line copper busways and S-Line aluminium busways for lower (250A) ratings, Ti-APFC panels as per IEC61439, APFC relays, etc. L&T’s Metering & Protection Systems business was engaged in developing new cost-optimized metering platforms offering better features to maintain competitiveness in the market, and the development of new products to meet the unfulfilled needs of customers. During the year, the business launched 1-phase and 3-phase kWh meters in whole current small form factor and prepaid category. It also actively launched 1-phase and 3-phase smart meters on various communication platforms in line with emerging demands and trends. L&T’s Electrical Systems & Equipment (ESE) business introduced outdoor cabinets for the telecom segment and feeder pillars and front RMU with FRTU (Feeder Remote Terminal Unit) for the utilities segment. For the international market, a Sub-Main Distribution Board (SMDB) was introduced to cater to the infrastructure segment such as T-era Panels AU Solutions for final distribution – a comprehensive range for real world applications. 185185 metros, airports, smart e-cities, and high-end residential complexes. ESE also started manufacturing Ring main units (RMU) and introduced a new variant to its GIS (Gas insulated switchgear) range. L&T’s Control and Automation (C&A) business successfully adapted its in-house developed software for SCADA, reducing dependence on imported technology. The business also put in significant efforts towards developing drives using FPGA (Field Programmable Gate Array devices) and batch controllers. Business Outlook In an environment where uptick in private capex is not visible, liquidity continues to remain a worry; and with core sectors not holding any promise, fresh order bookings continue to be a challenge. As per industry estimates, the LV Switchgear market is expected to grow by 8 to 10 % and reach R 7,600 crore by 2020. With the increase in commodity prices and consolidation of procurement for state DISCOMS, profitability in the metering business is expected to remain under pressure. The market for conventional meters is expected to remain flat. However, in view of the SAUBHAGYA scheme, the market for smart meters seems to be growing. The trend is towards higher technology products like AMR, prepaid and smart meters. UDAY and other centrally funded schemes like DDUJY and IPDS will lead to improvement in payment position at utilities. The automation business is expected to build on its success in the infrastructure sector. Government regulations, which have made use of RCCB mandatory, will help the modular device business to grow. Various announcements made in the Fiscal Budget FY 2018-19 such as replacement of existing pumps with energy efficient pumps and increase in area under drip irrigation are expected to contribute to higher growth in the agricultural product business. With new medium voltage products, the switchboard business will be in a better position to increase its market share in DISCOMS. Telecom enclosures still look promising and are expected to generate revenue for the business. The Marine business envisages a positive sentiment through the ‘Make in India’ initiative taken by the Government for emphasizing on indigenous content – which has given us an edge over foreign suppliers. FY 2018-19 will see the conclusion of orders for the electrical and degaussing equipment for 24 ships of the Indian Navy. This provides the potential to fill up the order book after a lean patch during the last few years. With the oil prices improving, investment in the oil & gas sector of the GCC continues to improve. Growth in the MENA region is expected to accelerate to 3 % in 2018. Within MENA, GCC economies are expected to lead due to stronger growth in the region, supported by easing fiscal adjustment, infrastructure investment such as the UAE Expo 2020, and reforms to promote non-oil-sector activity. In Kuwait and Oman, for all major EPC awards, In-country Value (ICV) content and Export Credit Agencies (ECA) are likely to impact the businesses. Major growth is expected from the infrastructure segment. With the addition of focused products for infrastructure in the product basket, we are hopeful of getting a significant share of Infra business. Mumbai International Airport’s Network Operations Centre Smart, prepaid meters 186 186 Hydrocarbon Business Overview L&T Hydrocarbon Engineering Ltd. (LTHE) delivers integrated design-to-build world-class solutions for the global oil & gas industry, including oil & gas extraction and processing, petroleum refining, chemicals & petrochemicals, fertilisers and cross-country pipelines and terminals. The Company’s in-house capabilities, synergized through strategic partnerships, enable it to deliver a single-point solution for every phase of a project – from front-end design through detailed engineering, procurement, fabrication, project management, construction and installation up to commissioning services. The key aspects of LTHE’s business philosophy are on-time delivery, cost competitiveness, high quality standards, with a focus on best-in-class HSE and IT security practices. Integrated strengths, coupled with an experienced and highly-skilled work force, are the key enablers in delivering critical and complex projects. Over the years, we have garnered a reputation for simultaneously executing multiple projects. We believe in an attitude and approach that allows for flexibility of operation and agility in response. The business has repeatedly delivered, large, critical and complex projects, globally, by virtue of its customer focus and responsiveness, experienced and highly skilled human resources, excellent Quality and HSE practices and culture of excellence. The business has a fully-integrated capability chain, including in-house engineering and R&D centres, modular fabrication facilities with waterfront, as well as onshore construction and offshore installation capabilities. The principles of the Company’s business philosophy are striving for excellence in corporate governance, HSE and quality standards, extensive IT-enabled processes, digitalization, state-of-the-art IT security practices, on-time delivery and cost-competitiveness. The Company’s major facilities in India include Engineering & Project Management Centres at Mumbai, Vadodara, Chennai and Bengaluru and Fabrication Yards at Hazira (near Surat) and Kattupalli (near Chennai). Its overseas presence is primarily in the Middle East in UAE (Sharjah), Saudi Arabia (Al-Khobar), Kuwait and Oman (Muscat). The business also has a major Modular Fabrication Facility at Sohar in Oman, held through a subsidiary. The Company caters to clients across the hydrocarbon value-chain through the following business verticals: • Offshore • Onshore • Construction Services • Modular Fabrication Services • Engineering Services Bassein Development Project for ONGC including platforms (Living Quarters & BH Wellhead), pipelines, bridges and modifications 187187 Offshore The business offers turnkey EPCIC solutions to the global offshore Oil & Gas industry encompassing wellhead platforms, large integrated process platforms and modules, subsea pipelines, brown field developments, offshore drilling rigs (upgrade and new-builds), floating production storage & off-loading (FPSO) modules, deepwater subsea systems, offshore windfarm projects and decommissioning projects. For nearly three decades, the business has repeatedly demonstrated its ability to offer custom-designed, cost-competitive solutions to the industry, with an impeccable on-time delivery record meeting international quality and HSE standards. It has successfully executed large offshore platforms and pipeline projects on the east and west coasts of India, the Middle East, South East Asia and Africa, for global companies such as ONGC, GSPC, British Gas, Saudi Aramco, ADNOC Offshore, Bunduq, Qatar Petroleum, Maersk Oil Qatar, PTTEP, Petronas Carigali and Songas. Its Offshore Engineering Centre has comprehensive engineering capabilities covering the complete project life cycle from feasibility studies, concept, FEED, 3-D model based detailed engineering and special studies to commissioning for offshore projects. Value engineering is one of the core elements in the Company’s project execution, and operational excellence is a key value driver in the Offshore Engineering Centre’s global delivery model. The Company’s business processes are oriented towards creating value and improving the quality of deliverables on a continual basis. Its engineering expertise is backed by an institutionalized system of route maps, standard operating procedures and knowledge management. The business owns and operates a self-propelled heavy-lift- cum- pipe-lay vessel – LTS 3000 – through its joint venture, L&T Sapura Shipping Private Limited. The business secured an EPCI contract, in consortium, for three gas production platforms with associated subsea lines and umbilical’s tie-ins and hook-up under a Long Term Agreement (LTA) with Saudi Aramco. On the domestic front, the business secured an EPCIC contract for Bassein Development of ONGC involving 3 well platforms, a 23-km subsea pipeline, composite subsea power cable, clamp-on works on an existing platform and modification work on nine existing platforms in the western offshore basin in India. Two other major contracts are T&I (Transportation & Installation) contracts of ONGC, one for replacement of well fluid, gas lift and water injection pipelines along with brownfield modification works on existing platforms in the western offshore field and the other for extracting gas from Daman field situated in the south-western part of the Tapti-Daman block at Mumbai Offshore. During the year, the Company successfully completed the Bassein development and S1 Vashistha deepwater projects for ONGC. Onshore: The vertical provides engineering, procurement, construction and commissioning solutions for a wide range of hydrocarbon projects covering upstream oil & gas processing, refining, petrochemicals, fertilisers (ammonia & urea complexes), cryogenic storage tanks & regasification terminals including LNG and cross-country pipelines. It has a record of successful simultaneous execution of Sailing out of Wellhead Platform Topside from Kattupalli Facility Additional development of Vasai East Project on India’s West Coast for ONGC 188 188 multiple mega projects with diverse technologies from process licensors like UOP, Axens, Technip, Haldor Topsøe, CB&I Lummus, Black & Veatch, Ortloff, ExxonMobil, BOC Parsons, Invista and Davy Process Technology. The Company has built capability and resources to execute multiple large-value complex projects simultaneously, meeting stringent delivery schedules. Its Design Engineering Centres – L&T-Chiyoda for onshore engineering and L&T-GULF for pipeline engineering – enable the Company to offer the complete spectrum of FEED, process and detailed engineering to clients. The Company’s subsidiary, Larsen Toubro Arabia, is registered as In-Kingdom EPC (‘IK-EPC’) company in Saudi Arabia, and addresses onshore IK-EPC opportunities. The business has executed Lump-Sum Turnkey (LSTK) projects for various Indian oil majors like IOCL, MRPL, ONGC, OMPL, BPCL, HPCL, Reliance Industries, etc., as well as fertilizer companies like NFL, GNFC, RCF, GSFC and others. Internationally, the business group is prequalified by major international oil & gas producers, and has a successful track record of project execution with international bellwethers such as Saudi Aramco, ADNOC Gas Processing, Petroleum Development Oman (PDO), Kuwait Oil Company (KOC), Kuwait National Petroleum Company (KNPC), Petronas, Dolphin Energy and Chemanol. During the year, the business received orders from Hindustan Petroleum Corporation Limited for carrying out Full Conversion of a Hydrocracker Unit as well as for a Crude Distillation Unit (CDU) & Vacuum Distillation unit (VDU), both for Visakhapatnam Refinery Modernisation project at Andhra Pradesh, and from the Adani Group, involving two LNG Storage Tanks for an LNG Terminal at Dhamra port, Odisha. On the international front, the business received EPC contracts for the Haliba Development Project in the UAE from Al Dhafra Petroleum Company Limited and from Kuwait Oil Company for building 48” Crude Transit Line (TL-5) from North Kuwait to Ahmadi. During the year, the business successfully achieved mechanical completion of a Coke Drum System Package for Aishwarya project at Haldia Refinery for Indian Oil Corporation Limited, and a New Gathering Centre, GC-30 in North Kuwait for Kuwait Oil Company. Construction Services: The business undertakes turnkey construction of process plants for refineries, petrochemicals, chemical plants, fertilizers, gas-gathering stations, crude oil & gas terminals and strategic storage facilities including underground caverns and above-ground facilities covering civil works, structural, piping, equipment, electrical & instrumentation erection, heavy lift and execution of cross-country oil & gas pipelines. The vertical’s major capabilities include heavy lift competency, advanced welding technologies, high levels of automation, management of manpower and material in large volumes at construction sites and Quality / HSE systems conforming to international practices. The business has also invested in strategic construction equipment, a range of pipeline spread equipment, automatic welding 900 TPD ammonia plant of National Fertilizers Limited, Panipat. Coke Drum System Package for IOCL, Haldia 189189 machines and other plant and machinery for electro- mechanical construction works. The business has executed projects for major private sector customers like Cairn Energy, Reliance Industries, HPCL Mittal Energy (HMEL) as well as major oil PSUs like BPCL, HPCL, IOCL, ONGC and international customers like ADNOC Gas Processing, ADNOC Refining, ADNOC Onshore, Saudi Aramco, Sadara, Dolphin Energy, etc. The Company’s country-specific entities render construction support to international onshore projects – Larsen & Toubro Electromech LLC in Oman, Larsen & Toubro ATCO Saudia LLC in Saudi Arabia, Larsen & Toubro Kuwait Construction General Contracting WLL in Kuwait. During the year, the business received an additional order for a new coal bed methane facility being developed in central India. The business successfully completed composite work of the low-cost expansion project at GGSR Bathinda (Punjab) for HPCL Mittal Energy Limited and laying of a pipeline (12’ /8” x 176 km) and associated facilities from Dahej to Navsari and a spur-line from Dahej to Hazira for the Dahej Nagothane Ethane Pipeline Project of Reliance Gas Pipeline Limited. at Hazira (India’s west coast), Kattupalli (India’s east coast) and Sohar (Oman) have a combined annual capacity in excess of 160,000 MT, depending on the product mix, and are equipped to undertake mechanical design of modules including structure, piping, pressure vessels, fabrication and construction engineering. Fabricated modules are tested and pre-commissioned at site for trouble-free and rapid hook-up. The facilities have state-of-the-art equipment to deliver complex modules and structures, duly tested at the facilities, and offer competitive and year-round delivery capability with robust QHSE practices. These facilities are situated on the waterfront, with easy access to clients across the globe, and have load-out jetties for dispatch of large and heavy modules via ocean-going vessels and barges. These facilities are accredited with global certifications including API, ASME and NB and pre-qualifications from major oil & gas customers. The business executed a total of 21 challenging projects across the offshore and onshore landscape for various prestigious domestic as well as international majors in the oil & gas sector in FY 2017-18. A significant milestone was, successful on-time delivery of the offshore Production Deck Modules (PDMs) Project for Saudi Aramco. These PDMs will be installed at Safaniya oil field – which is the world’s largest offshore oil field. Modular Fabrication Services: The business offers comprehensive modular Engineering, Procurement and Fabrication (EPF) solutions for setting up projects, primarily in the offshore and onshore oil & gas segments. World-class modular fabrication facilities During the year, Company strategically entered into a new product line – and won its first Electrical House (E-House/ Power house) project. The business has also received several orders for the supply of static equipment for ongoing refinery projects in the Middle East and India. HMEL Bhatinda Refinery, India. Scope included EPC of 2 x 44,000 MTPA Hydrogen Generation Units and mechanical construction of 7 processing units 190 190 Engineering Services: The vertical offers end-to-end engineering solutions covering the entire spectrum of engineering across the oil & gas value chain, covering services from concept to commissioning, troubleshooting, EPCM, PMC, Field Engineering, Asset Integrity Management and Operations & Maintenance. The business has a large resource pool of over 4 million engineering hours. A large portfolio of industry-standard software tools, robust IT infrastructure and in-house R&D facility augment its capabilities. Benchmarked through leading certification and accreditation systems, the engineering work processes ensure consistent product quality and on-time delivery. During the year, the business has signed a Memorandum of Agreement with Institute of Chemical Technology (ICT), to build ethanol plants based on fully indigenous technology developed by ICT for producing 2G ethanol. The business secured various engineering contracts from GCPT, KCCEC, HPCL, ISCO, Al Ghanim, IOCL, etc. and EPCM contracts from GACL. Business Environment: After a prolonged depressed market, signs of recovery are now visible, with upward movement in crude oil prices due to production cuts by OPEC countries and Russia. However, uncertainty with respect to crude oil prices still exists over the medium to long-term, leading to continued diligence by the oil & gas industry in making strategic investment decisions. This year has also witnessed several consolidations, partnerships and co-investments among EPCI players. Companies are adjusting their business models to a period of recovery. Oil majors are adjusting their portfolios by adding renewables to their energy slate. IOCs and NOCs are looking to diversify risk through co-investment outside their home countries such as Kuwait in Oman, Saudi Arabia in India and China in UAE. Service providers are hedging risks through consolidation. Localization is increasingly becoming a key differentiator. ADNOC has started implementation of the In-Country Value (ICV) program while Saudi Aramco is implementing its In-Kingdom Total Vale Add (IKTVA) program with the objective of growing and diversifying the economy and creating opportunities for their nationals in the private sector. The South East Asian region continues to protect local players under the ‘Bumiputra’ concept. Competition remained stiff, with some of the competitors exercising subsidized prices for limited market potential and with new entrants achieving pre-qualifications. Regional players are bidding for Indian projects with an intent to load their assets and new competitors have also started bidding for domestic prospects. Commodity prices are firming up and forex rates continue to be volatile. Significant Initiatives: The business has set a vision to ‘Revolutionize the Hydrocarbon Industry’ and mission of ‘Execution Par Excellence’. During the year, the business announced the relaunch of LAKSHYA 2021, in which strategic imperatives have Major role in construction of world’s largest Pet Coke Gasification Complex and Ethylene cracker for Reliance Industries at Jamnagar, India 191191 been identified for each of its verticals. The Company lays continued emphasis on sharper bidding to enhance its market share and execute its projects well to protect bid margins. The business embarked upon an Operation Excellence initiative, which is aimed at achieving refined cost structures, alignment for timely project deliveries, and optimizing fund deployment. This initiative has started yielding results for the Company, as reflected in enhanced cost-competitiveness in its bids and further improvement in its bottom-line for projects under execution. The Company’s capability-building initiative has made significant progress in terms of building its portfolio and project leadership as well as functional group development. This initiative is aimed at building globally-benchmarked project leadership teams for executing large international projects, and developing and institutionalizing an international project capability development engine. Innovation will be a key differentiator for disrupting set norms and the way business is conducted in the hydrocarbon sector. An Innovation Think Tank has been formed to channelize the efforts of the organization towards enhancing its capability and capacity to enable sustainable growth and achieve execution par excellence in every sphere of the enterprise. The business has continued creating strong central functions to maximize synergy and to build a platform for easy transition from vertical to project-centric regional structure. The Centralized Supply Chain concept was rolled out and operational improvements institutionalized. The Company is enhancing its current practices through digital / new-age technological advances. The business has also launched a digital transformation initiative towards further improving productivity across its functions. Risk Management: Pro-active Risk Management has been identified as a key strategic initiative to ensure sustainable growth. Risk Management is an integral part of the overall governance process to identify, segregate, mitigate, control and monitor various risks at business, prospect and operational levels. The Company’s risk management policy and guidelines have helped it to create a consistent set of standard risk tracking templates and measure the risk levels. This enables it to develop the ability to anticipate and respond to emerging challenges in a timely manner. Each project goes through a structured pre-bid risk review and periodic execution risk reviews, enabling effective monitoring and raising timely alerts. The Company promotes a culture of transparency in flagging emerging issues as early warning signals to management for timely attention. Internal Controls: The management has established internal control systems commensurate with the size and complexity of the business. The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. The Group follows well-documented Standard Operating Procedures (SOPs). The operating effectiveness of various controls is periodically tested, and deficiencies (if any) are promptly rectified. Human Resource Development: The business has implemented several initiatives focused on acquiring and nurturing talent. It firmly believes that people are its greatest asset, and has adopted various policies and Group Gathering Station-11 for RIL’s Coal Bed Methane Field Development Project at Shahdol, Madhya Pradesh, India 192 192 initiatives in order to sustain healthy employee relations, growth and development as well as work satisfaction. The Company’s commitment to creating a highly engaged work force is demonstrated through deployment of the GENIE: Engagement survey, business specific and managerial level interventions, communication with Senior Management through forums like ‘Town Hall’, webcast and video conferencing. The ‘I-Too’ recognition framework, initiatives like ICONS, long-service awards, team building workshops, non-monetary recognition events, etc. are periodically undertaken to enhance employee motivation. Health, Safety, Environment (HSE) & Sustainability: The business considers safety a core value, and is committed to achieving HSE excellence at the workplace by ensuring the health and safety of people and the protection of the environment. Through its ‘Zero Incident Credo’, the Company strives for continuous improvement in the protection and development of the health, safety, and environmental assets of its employees and stakeholders. HSE Assurance Audits were conducted to ensure the effective implementation of the HSE management system across the Company. Incident Rate (TRIR) and 50 % reduction in Lost Time Injury rate (LTIR), which are comparable to the best global industry standards. The Company received many accolades in FY 2017-18. The KOC - GC30 project received the ASSE GCC HSE Excellence Gold Award 2017 from ASSE Kuwait Chapter. MFF Kattupalli received safety awards from the British Safety Council, RoSPA and the Golden Peacock award. The Offshore business vertical received an award from National Safety Council, Maharashtra Chapter, for achieving ‘zero accident frequency rate’ consecutively for 3 years. As a responsible Corporate Citizen, the Company is committed to implementing projects that will contribute to the quality of life, including schools, hospitals, skill training institutes, water supply and distribution and sanitation facilities. Outlook: Gradual firming up of the crude oil price is expected to lead to increased project budgeting by IOCs and NOCs. A major section of this investment is expected to come from North America and the Middle East. The Company released its Sustainability Report – ‘Sustainability Par Excellence’ – in January 2018, in line with Company’s Mission ‘Execution Par Excellence’. It covers the sustainability-focused initiatives taken across the Company, and highlights the need to enhance performance across all sustainability parameters – safety, energy, water conservation and productivity. Despite lack of appetite by Korean competitors, competition intensity is expected to remain high until 2019 at least, due to the resurgence of European and the emergence of the Chinese competition. Clients are expecting EPC contractors to share the benefit of Value Addition over the tenure of the project. Project schedules are also becoming increasingly tighter. During the year, the Company achieved its best-ever safety performance through a 71% reduction in Total Recordable In the domestic offshore sector, ONGC has reported significant oil & gas discovery in its Mumbai High fields, Production Deck Modules (PDMs) for Saudi Aramco ready for despatch from Modular Fabrication Facility, Hazira 193193 with potential reserves of 29.74 MTOE. Under the Open Acreage Licensing Policy (OALP), EOIs have been received by the Government of India from private players for the shallow water basins. These developments will translate into EPC tendering by 2020-2022. ONGC is progressing on its investment for development of deepwater field KG/98-2 on the east coast of India. This will provide significant opportunities to the Company’s offshore and fabrication verticals over the medium term, given its strategically located Kattupalli yard on the east coast and its tie-up with McDermott and GE to develop cost-effective subsea solutions. A number of brownfield and decommissioning projects are expected to come up in the near future. Saudi Aramco is expected to spend USD 3 billion each year on offshore capital projects to maintain production. India has an ambitious plan to nearly double its refining capacity to about 438 MMTPA by 2030. The gas energy mix is also expected to shift from the current level of 6.5% to about 15% by 2022. The demand for petrochemicals is expected to go up by 10 MMTPA by 2020. Over 11,800 km of PNGRD-authorized pipeline projects are pending implementation. The Indian Public Sector refineries have embarked on capacity expansion plans. Some of these refineries also have investment plans for integrating petrochemical projects along with refinery upgrade. This will offer opportunities to the Onshore and Construction Services verticals. The roll-out of a comprehensive Urea Policy by the Government has led to the revival of public sector urea plants at Gorakhpur, Sindri and Barauni. Energy-efficiency improvement projects are being actively pursued by fertilizer units. The Government is focusing on setting up LNG infrastructure and investments in LNG receiving plants. Both land-based terminals as well as Floating Storage Regasification Units (FSRU) are on the anvil. The GCC will see higher outlays for downstream and petrochemical projects, particularly in Saudi Arabia, the UAE and Kuwait. Saudi Aramco plans to spend over USD 300 billion over the next 10 years, while UAE and Kuwait are planning to spend USD 109 billion and USD 112 billion respectively over next 5 years. The integrated refinery and petrochemical complex model continues to gain momentum. Towards providing geographical risk diversification, the Company is looking to explore newer markets which offer good long-term business potential, and has undertaken intense pre-qualification efforts. Algeria, Iraq and Indonesia will see increased levels of activity, and will potentially offer differentiated margins. Shale gas / oil will drive petrochemical and fertilizer investment in the US, offering opportunities for high-value engineering and modular fabrication services. With strong capabilities and capacities built over the years, the business is well-positioned to leverage these opportunities. 3-D model of Normal Paraffin & Derivative Complex under execution One of our ‘high-end’ engineering design centres 194 194 Information Technology Business Overview The Global IT-BPM industry grew by 4.3% and the IT-BPM market (excluding hardware) stood at USD 1.3 trillion in CY17. Indian IT-BPM industry revenues (including hardware) stood at USD 167 billion in FY18. The industry added ~USD 12 billion in incremental revenues last year, representing year-on-year growth of ~8% in USD terms. IT-BPM export revenues for the industry for FY’18 are expected to reach USD 126 billion, i.e. growth of 7.7% over the past year. Domestic IT-BPM revenues are estimated at USD 26 billion, a growth of 8% from USD 24 billion in FY’17. IT-BPM export revenues are expected to grow by 7-9% in FY’19, and the domestic market is likely to grow by 10-12% next year. Digital technologies are increasingly becoming all-pervasive and are not only blurring the boundaries between business units (technology, finance, marketing, etc.) but also between companies; it is now no longer tech and non-tech companies. Many companies – especially in the banking, automotive and manufacturing spaces – are re-branding themselves as tech companies. Source: NASSCOM IT-BPM Strategic Review 2018 Our Business Larsen & Toubro Infotech (LTI) (NSE: LTI), is a global technology consulting and digital solutions company helping more than 300 clients succeed in a converging world. With operations in 27 countries, LTI goes the extra mile for its clients, accelerating their digital transformation with its Mosaic™ platform, enabling clients’ mobile, social, analytics, IoT (Internet of Things), cloud and cyber security journeys. In 2017, NASSCOM ranked LTI as the sixth-largest Indian IT services company in terms of export revenues. LTI was amongst the top 15 IT service providers globally in 2017, according to the Everest Group’s PEAK Matrix for IT service providers. Its clients comprise some of the world’s largest and best-known organizations, including 60 global Fortune 500 companies. LTI offers an extensive range of IT services to its clients in diverse industries such as Banking & Financial Services, Insurance, Manufacturing, Energy & Utilities, Consumer Packaged Goods, Retail and Pharma, High-Tech and Media & Entertainment. Its range of services includes application development, maintenance and outsourcing, enterprise solutions, infrastructure management services, testing, digital solutions, cyber security and platform-based solutions. The Company serves its clients across these industries by leveraging its domain expertise, diverse technological capabilities, wide geographical reach, an efficient global delivery model, thought partnership and ‘new age‘ digital offerings. Headquartered in Mumbai (India), LTI is part of the L&T Group. The Company has inherited the promoter Group’s engineering and innovation mind-set, domain expertise, and large programme management capabilities. It leverages the strengths and heritage of the L&T Group, imbibing Larsen & Toubro Infotech’s (LTI) global headquarters in Mumbai. The Company’s solutions focus on improving efficiencies for its clients. 195 195 its virtuous risk management and corporate governance practices. The Company is focussed on amplifying outcomes for its clients by: 1. Strategy LTI’s overall business strategy for long-term growth has the following key elements: • Enabling new business models • Enabling revenue growth • Client-centricity • Transforming customer and employee experiences • Deliver amplified outcomes to our clients • Next-gen efficient operations • Investing in new technologies to build differentiated service offerings • Transforming as an organization to align ourselves in this dynamic world • Focusing on new large transformation deals • Expanding in new geographies • Investing in new avenues through partnerships, alliances and acquisitions Client-centricity is at the nucleus of the Company’s strategy, with primary focus on solving complex problems at the convergence of the digital and physical world for its clients. LTI’s long association with key clients and understanding of their business and investment in account management teams has positioned it well to deliver profitable growth. The Company has posted significant improvement in client satisfaction over the last two years. LTI sees its customers’ world changing through tectonic changes in technology. There are three things that are happening in the industry: First, there are exponential technologies that are available today. Second, these are all-new technologies, and they are new for everyone – no one has the incumbency advantage. Third, to help clients navigate and win in these times, one needs deep business knowledge to imagine and co-create with the customer. To facilitate and deliver amplified outcomes to its clients, the Company has embraced the concept of ‘Shoshin’, beginner’s mind – a mind that has openness, eagerness, and lack of preconceptions. In the beginner’s mind, there are many possibilities; in the expert’s mind, there are few. Expertise is important however, and what is needed is the willingness and openness to keep learning – and then keep building expertise. The Company’s relentless focus on digital, analytics, automation, IoT and cloud technologies through its proprietary Mosaic™ platform is helping it stand out in the marketplace. Its cutting-edge work in these areas Larsen & Toubro Infotech’s (LTI) Mosaic™ Experience Centre demonstrates exponential technologies 196 196 has been recognized by leading industry tech analysts in numerous studies. The Company continues to move on its own path of transformation – ‘Change from Within’. The Company executed a comprehensive brand launch and global rollout during FY’18. LTI’s modern corporate identity reflects its aspiration to be a next-generation IT services company with deep understanding of physical and digital convergence. LTI also expanded its European footprint by setting up its latest development centre in Poland in FY’18. To accelerate its revenue growth, the Company has adopted a three-pronged approach, focusing on partnerships, acquisitions and association with start-up ecosystems. Together, these would assist in driving amplified outcomes for its clients. In FY’18, the Company acquired Luxembourg-based Syncordis S.A., a leading core banking implementation services provider. This acquisition is poised to aid in growing LTI’s presence in Europe by deepening capabilities in the Banking & Financial services sector. The Company has also created 360-degree relationships with a few select partners, viewing them as global growth engines. The Company is creating an ecosystem to partner with innovators around the world and co-create value for clients through association with 600+ start-ups, using inputs from L&T’s other businesses. 2. Opportunities The Company has strong domain expertise derived from its parentage. It is at an inflexion point, being the right size to attain the agility of a start-up while maintaining the stability of an established player – which gives it a competitive advantage over its peers. a) Banking & Financial Services: In the US market, the softening of regulatory changes has resulted in more funds being diverted to digital and data projects, with an intent to increase efficiency. They are increasingly adopting cloud infrastructure to drive down costs through radical automation and superior asset utilization. They are moving towards master data management and analytics to allow for a single view of the customer and easier regulatory response and operations. However, in Europe, the focus will remain on modernizing core banking operations. The anxiety towards Cloud and Blockchain has subsided to a certain extent as banks see these as technology enablers rather than mass disruptors. Clients are relying on strategic partners, such as LTI, to help establish the new iterative model that some banks are looking to adopt. b) Insurance: Spend on digital transformation is the emerging trend in this sector, despite the pressure on run-the-business spend. Life annuity insurers are focused on digital, optimized workflow and operating efficiencies as they face changing customer expectations. Property and casualty insurers are focused on analytics and speed-to-market, as market competition and the threat of adverse selection drives their need for better and faster product deployment. LTI has built deep expertise in leading insurance products like Duck Creek, Insurity and Guidewire, and has unique offerings (digital and non-digital) that can help clients reduce turnaround time for operations, one of the core enablers for cost reduction. c) Manufacturing: There are three key trends emerging in this vertical. First, cloud-enabled IT modernization has become mainstream, and more and more clients are embarking on programmes to move majority workloads to the cloud and reduce the cost of maintaining internal data centres. Second, manufacturing entities are proactively assessing ERP modernization, especially in SAP and Oracle economies. Third, clients in this industry have or are building definitive roadmaps for creating digital-ready application landscapes for agility. With its focus on Industry 4.0, LTI is uniquely positioned to address the digital transformation journey for its clients. d) Energy and Utility: Clients in this space are focusing on technology to streamline operations for cost reduction. Digital investments are majorly focused on IoT, Analytics, Mobility and Cloud adoption. Advanced analytics is a major investment area for oil & gas companies. Augmented reality and drones to aid worker productivity, and wearables to provide over-the-shoulder coaching to workers are some of the next-gen areas where LTI sees traction in this market. e) CPG, Retail and Pharma: Large players in CPG/retail industry segment are facing intense local competition. Consumers are seen to drift towards more online purchases, and it becomes imperative for these large players to directly engage with the consumers. LTI has helped clients in their participation across the customer journey through smart support, chat bots and automated interactions, and will continue to enhance its offerings to reinforce such digital interaction. 197 f) Hi-Tech, Media and Entertainment: In the M&E space, the changing demographic mix is leading to shifting spend patterns and is impacting ad-supported businesses. The Company sees hi-tech clients focus on faster speed-to-market initiatives, energy-efficient smart devices and industry models shifting towards pay-per-use models. Digital Business Digital strategy is evolving with unprecedented speed of change in our clients’ businesses. It is creating new businesses and new paradigms for clients. The Company aims to be the digital transformation partner for clients to build their digital business and thrive in the digital era. New methodologies, like design-driven delivery, help collapse layers and be more agile for clients. For LTI, Digital will not just be a set of capabilities. It will be a Way of Working (WoW) and has these core components: • Cutting-edge capabilities • Next-gen delivery models • Extreme domain focus • Business outcome as a success metric • Digital inside Mosaic™ – LTI’s proprietary digital transformation platform: Mosaic™ is a converged platform providing data engineering, advanced analytics, process automation, IoT connectivity and an improved solution experience to its users. The Mosaic™ ecosystem enables entities to undertake quantum leaps in digital transformation and bring an insights-driven approach to decision-making. Human Capital LTI provides a range of professional skills to develop the finer aspects of executing its roles. The Company’s Anytime, Anywhere, byte-sized programmes help employees to quickly brush up their skills, learn new skills or simply collaborate and learn. The Company institutionalized its five key beliefs across the organization: • Be agile • Go the extra mile • Push frontiers of innovation • Keep learning • Solve for society As on March 31, 2018, LTI’s headcount was 24,139. During FY’18, the Company added 2900+ net new hires. Compared to FY’17, LTI improved on attrition – the full-year attrition was 14.8% in FY’18 as compared to 16.9% last year. Outlook, Risks and Concerns The businesses of LTI’s clients are being impacted at an unprecedented speed by the world of digital and exponential technologies. LTI has made proactive investments in digital technologies, bringing its in-house expertise together under the Mosaic™ platform and enhancing these offerings through acquisitions. Today, enterprises want to work with partners that are agile, can de-clutter new technologies and can co-create solutions with them. LTI’s sustained investments in digital and exponential technologies are establishing the Company as the partner-of-choice for its customers worldwide. In FY’18, LTI delivered an industry-leading revenue growth of 16.7% in USD terms. With intense focus on client success and comprehensive transformation capabilities across digital, analytics, IoT, automation and cloud, LTI is optimistic about its future. 198 Technology Services Business Overview L&T Technology Services Limited (LTTS) is a leading global pure-play Engineering Research & Development (ER&D) services company. LTTS offers design and development solutions throughout the product development chain, and provides services and solutions in the areas of mechanical and manufacturing engineering, embedded systems, engineering analytics and plant engineering. Headquartered in India, LTTS employs over 12,000 personnel spread across 16 global delivery centres, 28 global sales offices and 39 innovation labs in India as of March 31, 2018. The Company’s customer base includes over 50 Fortune 500 companies and 51 of the world’s top ER&D companies, across industrial products, transportation, telecom & hi-tech, medical devices and the process industries. The key differentiators for LTTS are its domain expertise and multi-vertical presence in major industry segments. LTTS also provides service offerings in the domains of Embedded Systems, Application Engineering, Verification and Validation and Mechanical & Digital Manufacturing Services. The services and solutions provided by LTTS in its key industry segments are as under: Transportation LTTS offers engineering services and solutions over the complete spectrum of the transportation industry that includes OEM and Tier 1 suppliers in the automotive, trucks & off-highway vehicles, aerospace and rail sectors. The segment delivers end-to-end services from concept to detailed design through manufacturing, testing, after-market and sourcing support helping OEMs and Tier1 suppliers develop products in a cost-effective manner. LTTS also helps its clients develop cutting-edge transportation technologies such as autonomous driving, electric vehicle and drones. LTTS’s domain expertise, glocalized and customer-centric approach, proprietary solutions and a repository of over 150 co-authored patents drive innovation and sustain business growth. The adherence to safety protocols, design and processes and the use of cross-disciplinary engineering facilitates give a superlative experience to LTTS’s customers. Telecom & Hi-tech LTTS’s expertise in digital engineering – such as the Cloud, IoT, Artificial Intelligence, Data Analytics & other areas in the telecom domain – enables its partners to leverage the right telecommunications strategy. With expertise in product variant development, 5G capabilities, simulation & automation, and product & mid-life support, LTTS is a one-stop solution for its clients. It also provides futuristic solutions and IP cores that address some of the pressing needs of the semiconductor industry. LTTS’s Narrow Band IoT (nBIoT) solution provides complete IoT device management designed with low memory and a low power footprint, enabling easy integration to custom target platforms. Headquartered at Knowledge City, Vadodara, L&T Technology Services helps clients build smart products, enable smart manufacturing and offer smart services. 199 199 LTTS’s experience in Product Development, Digitalization, User Experience Engineering and Testing & Certification enables its 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 programmes involving wireless mesh networks are seeing increasing traction from the industry. Industrial Products LTTS’s Industrial Products practice helps OEM customers across building automation, home and office products, energy, process control and machinery. The Company’s expertise in engineering industrial products helps its customers drive innovation and efficiency, and retain a competitive edge. LTTS 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. as well as contemporary digital engineering enterprises. Industrial Products The Company is advancing its engineering footprint LTTS’ Industrial Products practice helps OEM customers across building automation, home and office products, energy, process control and machinery. The company’s expertise in engineering industrial to encompass the digital sphere, and is working with products helps customer drive innovation and efficiency, and retain a competitive edge. We help customers on ‘Smart Manufacturing’ technologies such as streamline the product development value chain, enabling customers spearhead business growth. automation, IoT, analytics, and augmented reality (AR). 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. Medical Devices Plant Engineering LTTS’ domain expertise, supported by robust technological capabilities, helps medical device OEMs address industry The Plant engineering practice provides end to end engineering services for leading plant operators across the globe. LTTS provides services in E/EPCM, Engineering Reapplication and Global Rollouts, challenges, accelerate time to market, and optimize costs. Plant Sustenance and Management, Regulatory Compliance Engineering along with chemical, LTTS focuses on delivering solutions in diagnostics, patient consumer packaged goods (FMCG) and energy and utility sector clients. LTTS specializes in traditional EPCM and operational maintenance projects, as well as contemporary digital engineering enterprises. mobility services, musculoskeletal services, life sciences, The company is advancing its engineering footprint to encompass the digital sphere and working with surgical services, cardiovascular, home healthcare and customers on ‘Smart Manufacturing’ technologies such as automation, IoT, analytics, and augmented reality (AR). general medical. Medical Devices Business Environment LTTS’ domain expertise, supported by robust technological capabilities, helps medical device OEMs address industry challenges, accelerate time to market, and optimize costs. LTTS focuses on delivering According to Zinnov, corporations spent more than solutions in Diagnostics, Patient Mobility Services, Musculoskeletal Services, Life Sciences, Surgical USD 1 Trillion in 2017 on ER&D activities such as product Services, Cardiovascular, Home Healthcare and General Medical. and process development, manufacturing engineering and Business Environment other allied engineering. Of this, the 500 biggest corporate According to Zinnov, in 2017 corporations spent more than USD 1 Trillion on ER&D activities such as spenders in ER&D globally (G500 ER&D spend) contributed product and process development, manufacturing engineering and other allied engineering. Of this, the 500 biggest corporate spenders in ER&D globally (G500 ER&D spend) contributed nearly 60% i.e. nearly 60% i.e. USD 665 billion. USD 665 Billion. Global Corporate Engineering Spend Global Corporate Engineering Spend Plant Engineering The plant engineering practice provides end-to-end engineering services to leading plant operators across the globe. LTTS 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. LTTS specializes in traditional EPCM and operational maintenance projects, Source: Zinnov Source: Zinnov It is expected that the global ER&D spend will reach USD 1,341 billion by 2022. This momentum is majorly affiliated Sensitivity : This Document is Classified as "LNT Internal Use". L&T Technology Services’ Bangalore campus Smart manufacturing services facilitate real-time visibility of plant operations 200 200 to growth in sectors like automotive, pharmaceuticals, software & internet, semiconductor and consumer electronics. Corporates are expanding in various areas to be competitive and relevant. Corporates are building onshore labs / centres of excellence, developing new IPs and engaging in M&A activities for expansion. Significant Initiatives LTTS aspires to continue being a global leader in the ER&D segment. The Company has undertaken several significant initiatives to achieve this objective. These initiatives include: • Talent & Delivery LTTS is leveraging hotspots across the globe to tap into the engineering talent having experience in Digital Engineering, Design & Application Engineering, etc. to improve its onshore presence in low-cost geographies. Towards this objective, LTTS has launched a Centre of Excellence in Jerusalem, Israel which acts as a global hub for developing advanced solutions in Video, ASIC Design and Security. It also offers the full scope of engineering services in the areas of Telecom, Semiconductors, Medical Devices, Automotive, IoT and Plant Engineering. • Specialised Infrastructure LTTS is focused on driving innovation and is adopting solutions in line with technological trends. To promote its culture of innovation, LTTS is investing in infrastructure and co-innovation to build innovation hubs and to facilitate solutions and offerings across industry verticals. WAGESAPP and IPs like MIPI and USB help LTTS in retaining its competitive advantage across industry segments. • Technology Events Continuing its efforts to identify and nurture future innovators, LTTS, for the second year, held TECHgium®, the pan-India platform for budding engineers to showcase their innovations. The response was very encouraging, with 220 institutes and over 17,000 engineering students signing up for the TECHgium® 2018, including marquee institutes like IITs, BITS Pilani, Delhi College of Engineering and NIT. LTTS invested over 100 working hours to mentor students shortlisted for the PoC round, with subject matter experts from respective industry domains mentoring the students. As a result, the winning teams in TECHgium® came up with remarkable solutions around IoT, Machine Learning, Advanced Image Processing and Smart Tools. LTTS also held an innovative technology hackathon nicknamed ‘Just Code’ across its global delivery centres to enable employees to convert their ideas into demonstrable products. The hackathon successfully ended with the creation of hundreds of PoCs across several technologies, including Media Processing and Entertainment, Cloud Programming, Sensor Fusion, Automation, Machine Learning and Artificial Intelligence. • IP & Solutioning LTTS is concentrating on building re-usable IP products and frameworks to enhance competitive differentiation. Proprietary platforms like UBIQWeise 2.0™, i-BEMS, • Patents At the end of financial year 2018, the patents portfolio of LTTS stood at 328, out of which 245 were co-authored with its customers and 83 were filed by LTTS. Digital solution for automobile manufacturing displayed on the shop floor An engineer wears a VR headset in an R&D lab 201 201 • Awards & Recognition LTTS has won a string of high profile industry accolades which are a testament to the Company’s culture of innovation and best practices in technology and people management. Key accolades include: • The Golden Peacock Innovative Product/Service Award 2018 for LTTS’s i-BEMS framework. This is the second year in succession that the Company has won a Golden Peacock trophy. In March 2017, LTTS was awarded the Golden Peacock National Quality Award for its best-in-class engineering services and solutions. • LTTS has been positioned in the ‘Winner’s Circle’ for excellence in innovation and execution by HfS Research, the Service Research Company™. In its ‘Blueprint Report for Automotive Engineering Services for 2018’, HfS rated LTTS among the top 5 innovative organizations in the world. • The Company was also positioned in the ‘Winner’s Circle’ of HfS’s ‘Blueprint Report on - Embedded & Semiconductor Engineering services 2017’. Not only was LTTS lauded for its excellent delivery capability, account management, partnership, hardware expertise, technology, in-house tools and IP solutions but it was acknowledged by HfS for its recognizable investments in future capabilities and strong client feedback to drive new insights and models. • LTTS cemented its position as a leader in overall ER&D Services across 10 verticals and as overall leader in Product Engineering Services in the Zinnov Zones 2017 Ratings. • It was rated as an ‘Expansive and Established player’ in the Zinnov Zones 2017 IoT Technology Services study, and positioned in the Zinnov Leadership Zone across seven unique expertise areas. • The Company was awarded the prestigious NASSCOM Digital Skills Award for 2017. NASSCOM, through this award, gave formal recognition to LTTS’s continued success in aligning its offerings with the rising customer demand for digital engineering. • LTTS’s culture of innovation and compelling portfolio of solutions led the Confederation of Indian Industry to recognize the Company as one of the most innovative organizations in India in the services category. • LTTS was positioned in the Leaders Category by independent global research firm, NelsonHall, in its evaluation for Internet of Things (IoT) services providers. LTTS was the only global pure-play engineering service provider to be positioned in the Leaders Category. • LTTS won the Businessworld magazine’s 3rd HR Excellence Awards 2017 for ‘Excellence in Change Management & Excellence in Compensation and Benefits’ Outlook Technology has evolved over the past decade at such a rapid pace that the present times can be considered as the era of What You Perceive is What You Get (WYPIWYG). Devices have become smart, and customers expect them to become smarter by the day. Only the organizations that evolve with technology can succeed in this new world Augmented Reality empowers manufacturers to gain insights into their product models and equipment health 202 202 of unlimited possibilities. ER&D service providers need to identify opportunities and evolve technologies to ‘Build the New’ and ‘Renew the Old’ thus creating value proposition. Intelligent Products, a sensor-enabled IoT platform with analytics coupled with digital engineering, is the key to evolution from old to new. Digital Engineering is driving ER&D growth globally which is visible from the high concentration of investment made by global corporates. As per Zinnov, in 2012, the Digital Engineering spend was USD 121 billion which was 13% of the total ER&D spend. In 2017, it went up to USD 219 billion, having 20% share of total ER&D expenditure. By 2022, it is expected to reach USD 489 billion with 36% weight in total ER&D. Software will be the major factor driving growth in digital engineering, followed by embedded and mechanical. There is increased wallet-spending on Digital Engineering because of crucial factors like technology innovation, business model innovation and growth of tech giants and start-ups. The world will see increased R&D activity in machine learning, human machine interface, artificial intelligence, collaborative robotics, etc. In order to become ‘the architect’ of disruptive technologies that will help customers be ahead of the curve, LTTS has strategically decided to invest across futuristic technological areas, namely Digital Engineering, Smart Manufacturing, Perceptual Engineering and Pervasive Technologies. • LTTS is focusing on and investing in Digital Engineering areas like Industrial IoT, Augmented Reality, Smart Supply Chain & Logistics, Power Electronics, Connected Vehicles, Imaging Algorithms & Edge Detection and Video Surveillance. • LTTS has taken big strides in smart manufacturing, with cutting-edge projects that make a plant connected and intelligent. One of LTTS’s recent smart manufacturing projects involved integrating a new model into existing manufacturing lines using virtual simulation of robotic welding, PLC programming and HMI design. • Perceptual Engineering is another focus area where machines are made intelligent enough to interact with the five senses. LTTS has developed machine learning and deep learning technology for smarter solutions, and is deploying them into a variety of industries - Security & Surveillance, Robotics, Natural Language Processing and Image and Video Analytics. • Pervasive technologies use sensor fusion which combines sensors to produce data and signal computing. This helps to analyse and connect systems, enabling businesses to transform to digital service-led models. Recognizing the power of the embedded sensor, LTTS has made a head-start in this area by undertaking some interesting projects for customers. The above areas are the four pillars of modern-day industrial digital evolution which will lead the way for the Company to push the frontiers of innovation. These four are not mutually exclusive, they are in fact interconnected threads of technology, with considerable overlaps. Through these technology pillars, LTTS will be relevant today, tomorrow and the day after, to become the global leader in engineering services in the years to come. Engineering industrial products helps clients drive innovation and efficiency and retain their competitive edge. 203 203 Financial Services Business L&T Finance Holdings (LTFH) L&T Finance Holdings is one of the leading private non-banking financial services companies in India. The businesses are Rural Finance, Housing Finance, Wholesale Finance, Investment Management and Wealth Management. RURAL FINANCE LTFH’s strength in Rural Finance lies in the use of cutting edge technology and deep analytical skills to increase market penetration, improve portfolio quality and most importantly for timely detection of early warning signals. (a) Farm Equipment Finance: In FY18, the tractor industry grew by 22% to a record high of 7.11 lacs tractors sold. With expectations of a normal monsoon and other determinants of farmer’s cash flows like reservoir storage, extent of irrigated area, area under sowing, minimum support prices staying positive, the industry is expected to record ~10% growth this year. Continuing on the upward trajectory of gaining market share, LTFH increased market share from 6.8% to 12.5% in the last year. LTFH has shown healthy growth in their disbursements by 107% and loan book by 28% over the previous year. LTFH has a competitive advantage in terms of differentiated value propositions for preferred OEMs and top dealers, analytics driven target allocation based on the portfolio performance, extensive focus on early bucket collection to maintain portfolio quality and best in class TAT proposition to customers and dealers on decision making and disbursement. In this segment, the future strategy of LTFH is to create a portfolio with the optimum mix of preferred OEMs and geographies and build on allied businesses e.g. Refinance certified used and implements in order to provide a comprehensive product suite to its customers and roll out a digital proposition to improve service levels further. (b) Two-Wheeler Finance: During FY18, the two- wheeler industry grew by 15% to 2.06 crore units of two wheelers sold in the market. With increased urbanization and sustained focus on road infrastructure developments, the market is expected to get a boost. The industry is expected to show a growth of ~12% in the coming year, with good performance from both motorcycles and scooters. Through rigorous execution of the digital proposition on the ground and domain expertise, LTFH has been able to increase its market share from 5.9% to 8.2%. LTFH’s robust digital & data analytics- based architecture gives it the competitive edge 204 204 With this clear strategy, LTFH has been able to grow the business by 70% and loan book by 57% through increased penetration in its identified branches. LTFH has a competitive advantage in this segment in terms of ability to execute strategy on the ground with required scaling-up, effective use and implementation of data analytics along the customer life cycle and best in industry Turnaround Time (TAT) and technology for customer selection and on-boarding. In this segment, the future strategy of LTFH is to constantly recalibrate its sourcing and collection scorecard to stay ahead of the competition, create a leadership position with a quality portfolio in existing and new geographies and intervene early in collections through the use of analytics to enhance portfolio quality. (c) Micro Loans: The micro loans industry has seen a change post demonetization with a few players having slowed down on account of high delinquencies, while a few others awarded the SFB license have tended to show lower focus on micro lending. The industry has grown by ~25% over the previous year. The market is expected to sustain the growth levels over the coming year. LTFH has been able to increase disbursements by 105% and loan book by 113% on the back of increasing penetration in existing geographies, opening new geographies in existing states and new states viz. Bihar, Assam and Tripura. LTFH has a competitive advantage in terms of risk mitigation through various market and credit checks, robust early warning systems with triggers in place to maintain delinquencies, extensive use of analytics across the customer life cycle and deep market penetration and a rural presence across geographies. The future strategy of LTFH is to introduce digital initiatives to ensure best TAT in the industry, retain the customer base with a holistic association approach and constantly strengthen the risk framework. WHOLESALE FINANCE LTFH has very clearly established a leadership position in core areas of renewables, road refinance and transmission. LTFH has built a sustainable advantage in terms of the strong underwriting ability and sell-down capabilities. (a) Infrastructure financing: Being a key driver for the Indian Economy, the infrastructure sector is contributing to India’s overall development. India has an investment requirement of worth R 50 lakh crore in infrastructure by 2022 to increase growth in GDP, connect and integrate the country with a network of roads, airports, railways, ports and inland waterways, besides providing power for all. An efficient down-selling desk, through increase in its sell-down volume by 70% kept the overall infrastructure finance book growth at 11%, whereas disbursement grew by 39% from ~R 13,000 crore to R 18,055 crore in FY18. The business vertical saw its fee income grow by 45% during the year. The asset base of the Infrastructure Debt Fund (IDF) increased by about 74% to ~ R 7,000 crore from around R 4,000 crore, a year earlier. Cutting-edge technology and deep analytical skills help deliver better results in the Rural Finance sector 205 205 In FY18, LTFH was awarded ‘Best Renewable Energy Financier of the Year 2017’ by the Renewable Energy Investment and Finance Forum in both Solar and Wind Sectors for outstanding achievements in financing the renewable energy industry. LTFH has a competitive advantage in this segment in terms of growing the IDF book with segment-leading profitability and structuring capabilities, a robust down- selling desk with strong relationships with banks, both public and private Financial Institutions, and a vibrant Debt Capital Market desk with structuring strengths in credit bonds. In this segment, the future strategy is to leverage industry dominance in the renewable and roads sectors to further enhance fee income through efficient underwriting and placement, use existing client and market relationships to cross-sell other products and deepen expertise in social infrastructure segments, hospitality and health care. (b) Structured Corporate Finance: Bank credit off-take was largely muted in financial year 2017-18 with stiffening of interest rate towards the year-end. Despite the slow off-take of bank credit and a rising interest rate scenario, LTFH’s Structured Corporate Finance business saw a profitable growth in its asset base. The asset book grew by ~20% on a YOY basis while disbursement growth was ~19%. LTFH has a competitive advantage in this segment in terms of nimbleness to respond to the need for structured solutions and strength in large ticket underwriting, enabling comprehensive refinancing solutions. In this segment, the future strategy is to leverage infrastructure financing expertise and relationships to enhance profitability through structured products and develop best-in-class speed of response and commence down-selling. (c) Debt and Capital Market (DCM): LTFH’s DCM business invests in non-convertible debentures issued by companies across multiple sectors and segments, either by way of private placement or public issue. In FY18, the DCM desk acted as arranger for issuances aggregating to ~R 4,700 crore of funds raised. In FY18, the DCM desk also made a mark in new segments – that of municipal bonds and state level undertakings, which are expected to grow significantly going forward. The desk also commenced trading in sovereign securities. LTFH was ranked number one in India Rupee Loans Mandated Arranger and India Rupee Loans Book-runner in Q1 FY18 Thomson Reuters’ League Table and was the only Indian player in the Top 10 of APAC Project Finance Loans Book-runner and Mandated Lead Arranger in Q1 FY18 Bloomberg Global Syndicated Loans League Table, for the quarter ending March ’18. LTFH has a competitive advantage in terms of its ability to act as lead arranger for transactions and large ticket size underwriting capability and wide distribution network across financial markets. LTFH is a leader in the core areas of renewables, road refinance and transmission. 206 206 In this segment, the future strategy is to focus on new market segments and leverage the merchant banking licence to act as arrangers for mandates HOUSING FINANCE (a) Home Loans & LAP: During CY17, domestic housing credit grew by 17% to reach R 15.9 lakh crore as on Dec ’17. This is largely due to marked recovery in the real estate market, improvement in sales velocity and stabilization of RERA and GST. Home Loans and LAP registered a 23% growth in YOY disbursements from R 2,979 crore in FY17 to R 3,679 crore in FY18. This was backed by over 100% growth in home loan disbursements in Q4 FY18 on account of better traction in retail conversion of home loans for real estate financed projects LTFH has a competitive advantage in terms of its digital lending model to provide best-in-class TAT and comprehensive use of analytics for business generation and portfolio risk management. In this segment, the future strategy is to leverage relationship with real estate developers for sourcing of home loans and continue focus on increasing the share of direct sourcing volumes through the use of analytics and strong focus on early bucket delinquency through dynamic alignment of credit and collection policies. improved demand as well as supply for affordable housing. Supply of commercial real estate has rationalized over the last 5 years, leading to an uptrend in occupancy and rentals. LTFH has identified a harmonious balance in using the group synergies, lending to ‘A’ category and ‘B’ category builders and monitoring the progress, collection and early warning signals of the projects. During the year, LTFH established itself as one of the key lenders in real estate financing with a clear focus on Category A & B developers across 6 cities. The Real Estate Finance business registered significant growth, with a loan disbursement of R 7,107 crore and a loan book of R 10,092 crore in FY 18. LTFH has a competitive advantage in this segment in terms of strong structuring and underwriting capabilities with a focus on project completion, comprehensive and robust Early Warning Signal (EWS) framework and a comprehensive product suite to address top developers’ funding requirements. In this segment, the future strategy of LTFH is to focus on Category A and B developers with more than 70% of exposure towards Category A developers, continuing focus on implementing an action-plan based on EWS and leveraging the L&T ecosystem for business growth and market intelligence. (b) Real Estate Finance: The Real Estate sector has transitioned towards a more transparent and regulated industry after demonetization, RERA and GST. Government initiatives like ‘Housing for All’ have MUTUAL FUNDS The Mutual Fund industry in India witnessed a 26% growth in FY18, taking the Average Assets under Management (AAUM) to R 2,305,212 crore as compared to R 1,829,583 crore AAUM recorded in FY17. Close project and loan monitoring safeguard our home loans business Robust fund performances and distributor relationships power our Mutual Funds business 207 207 The average AUM of LTFH has increased by 68% and stands at R 65,932 crore in FY18 as against R 39,300 crore in FY17. This has helped us reach a market share of 2.86% in FY18 as compared to 2.15% in FY17. The Mutual Fund business has outperformed the industry growth rate of AAUM, with Equity to AUM reaching to 58%. LTFH has competitive advantage in this segment in terms of robust performance of the fund’s equity schemes and strong distributor relationships. In this segment, the future strategy of LTFH is to focus on building core assets to achieve the dual purpose of achieving higher profitability and stability in overall AUM, increase SIP book to ensure steady flows and deepen the presence in key counters to gain a higher share of assets WEALTH MANAGEMENT Looking at India’s strong economic growth outlook and favourable demographics, the Indian Wealth Management market is on a continued path of growth. The focus on tailor-made client-centric products, rising financial literacy and use of technology, is creating huge opportunities for the Indian Wealth Management industry. FY18 was a very positive year with tremendous growth for the business – profits have grown from R 5 crore in FY17 to R 29 crore in FY18. The Average Assets under Service (AAUS) grew by almost 34% during the year with the FY18 AAUS being more than R 18,000 crore. LTFH’s revenue in this business vertical witnessed a rise of 88.22% during the year, for FY18 being at R 93 crore. LTFH has a competitive advantage in this segment in terms of a robust business model based on the fundamental tenets of client centricity, intellectual property and execution efficiency, a strong and expanding distribution reach with a diversified product range and cutting-edge portfolio analytics for tailored customer-centric advice and new customer acquisition. In this segment, the future strategy of LTFH is to focus on technology-based solutions to deliver superior analytics and investment advisory to strengthen existing relationships and forge new and meaningful relationships, acquire new clients and increase sales strength across geographies. *(Source: IBEF Financial Services Report Published in September 2017). Significant Initiatives (a) Human Resources: The Human Resources function plays a pivotal role in this transformation journey by ensuring organizational efficiency and promoting the right culture. To sustain growth, LTFH is investing in building its talent pool by developing skills internally 208 and attracting the best talent in the industry. As on 31st March 2018, LTFH had a total workforce of 15,126 employees across all subsidiaries. A culture of ‘Results not Reasons’: After another year of delivering excellent results, LTFH is constantly working towards strengthening its foothold in each business and striving to reach a dominant position. Achieving these results was no mean feat, but LTFH succeeded because of its strong core values and the inculcation of a culture of ‘Results not Reasons’, which gave razor sharp focus to meet its goals. Scalability: LTFH continuously evaluates and optimizes the organization structures in line with its business priorities. The Human Resources department worked in tandem with the business to ensure that there were the ‘right people’ to meet growth ambitions. LTFH had significant growth ambition which called for new geographic expansion as well as growth in existing geographies. Capability building: Another important agenda was to augment capabilities at the middle and senior management levels. For building the leaders of tomorrow, LTFH continues to give cross-functional exposure through various projects and internal job postings. LTFH invites world class faculty for senior management training sessions to facilitate discussions on business practices and issues. LTFH organizes individual level coaching with experienced business practitioners for leadership development. Driving Productivity: The ultimate metric for success is continuous improvement in productivity. LTFH takes pride in calling itself a performance driven organization. A rewards and recognition mechanism is implemented across LTFH to keep the morale high and formally appreciate the efforts of a competitive and talented workforce. (b) Risk Management: Risk management forms an integral part of the LTFH’s businesses. LTFH has a robust and comprehensive credit assessment and risk management framework to identify, monitor and manage risks inherent in its operations. The Risk Management framework covers various families of risk like credit risk, market risk and operational risk. Credit Risk: With the objective of growing fearlessly in the segments in which LTFH is operating, target markets are clearly identified and understood with scoping of opportunity given the competitive landscape. Credit underwriting standards, at micro and macro levels, determine the minimum acceptable level of risk appetite acceptable while building up the business portfolios. Market Risk: On the market risk front, liquidity, interest rate and concentration risks are the key drivers. On a day-to-day basis, a Treasury Strategy team manages these risks with an oversight from market risk function, under the overall supervision of ALCO and periodic reviews by the Risk Management Committee. Operational Risk: Operational risk is inherent to processes and systems and a dedicated team monitors operational risks and incidents, including the robustness of various processes, systems and information security related matters. Operational processes have been streamlined with critical processes being centralised to ensure consistency, control and oversight. LTFH was awarded the ‘Golden Peacock Award for Risk Management 2017’ for robust risk management processes. This prestigious award is being given annually by the Institute of Directors, New Delhi for over 25 years as recognition of high standards in various domains of corporate governance. (c) Digital & Analytics: LTFH has designed an architecture that enables it to enhance its ‘right to win’ in focus products by offering a unique proposition to the customers in terms of Turnaround Time (TAT). LTFH wants to inculcate Digital & Analytics (D&A) into the culture of LTFH. In order to achieve the same, LTFH has initiated a project to rewire the complete business operations, where technology will orchestrate processes. The IT architecture has been completely revamped to create a digital workplace. The following initiatives are currently being taken by the Company: 1. Automation: All the processes in the customer life cycle are being relooked at and LTFH wants to achieve straight-through processes across all its retail businesses. 2. Technology Infrastructure: From using on premise technology infrastructure to cloud- based infrastructure, LTFH intends to leverage the power of cloud computing during peak hours. 3. Integrated Operations: LTFH has created a service- oriented architecture by deploying an Enterprise Service Bus which enables it to bend as an when requirement changes and interact with data that could be accessed from anywhere in the world. 4. Fintech Partnership: LTFH has started collaborating with fintechs, where innovative services are being consumed as a service rather than developing it in house. 5. Data Analytics: LTFH has set up a full-strength data analytics team to enable the Company to take data-based decisions. (d) Corporate Social Responsibility: LTFH aligns its social responsibility theme and commitment with the United Nation’s global development agenda of Sustainable Development Goals (SDG). Key initiatives are woven around sustainable livelihoods of rural communities facilitated by two spaces of intervention – Integrated Water Resource Management (IWRM) and financial inclusion / literacy for women empowerment. The IWRM programme engages with the communities to prepare and implement interventions which address their core needs on water conservation and rejuvenation. Through financial inclusion and digital financial literacy, LTFH has designed a programme ‘Digital Sakhi’ which is making efforts to create livelihood opportunities for women by educating them to imbibe nuances of digital financial literacy. The women are equipped with a mobile tablet with preloaded digital financial literacy (DFL) modules to disseminate information on digital payments and other relevant government schemes in the community. CSR Programme Outcomes: • 23% increase in ground water level, 22% increase in water storage created by water structures, and 17% increase in household annual incomes due to IWRM project. • 13.86% increase in knowledge level, 11.6% increase in household average monthly savings of the 100 Digital sakhis. • 60% increase in the volume of work, 14.08% increase in overall annual revenues and 13.24% increase in annual profits of the 1000 women entrepreneurs. • 100 employee volunteers clocking 167 hours contributed towards CSR activities reaching 494 beneficiaries. • Access to healthcare services and breast cancer screening provided to 1,34,296 beneficiaries. 209 Developmental Projects Business Developmental Projects business segment comprises: (a) Infrastructure projects executed through its joint venture company L&T Infrastructure Development Limited and its subsidiaries and associates (L&T IDPL Group) (b) the Hyderabad Metro Rail project, executed through its subsidiary L&T Metro Rail Hyderabad Limited (c) Power development projects executed through its subsidiary L&T Power Development Limited and its subsidiaries (L&T PDL Group) and (d) Kattupalli port held for sale under its subsidiary Marine Infrastructure Developer Private Limited. The operations of the Developmental Projects business segment primarily involves development, operation and maintenance of basic infrastructure projects in the Public Private Partnership (PPP) format; toll collection including annuity based road projects, power development and power transmission, and providing related advisory services. Significant cash generating assets have been created under the current business model, which are being explored for Rajpura Supercritical Thermal Power Plant monetization on a continuous basis in order to maximize value creation for the benefit of stakeholders. L&T Infrastructure Development Projects Limited (L&T IDPL) Overview L&T Infrastructure Development Projects Limited (L&T IDPL) is one of India’s biggest Developers of Public-Private-Partnership (PPP) infrastructure projects. Since its inception in 1995, L&T IDPL has executed and financed landmark infrastructure projects across Transport and Energy, including Highways, Ports, Airports, Transmission lines, Hydel Energy and Urban Infrastructure, including Water. L&T IDPL currently operates 16 completed infrastructure projects in transport and energy across 8 Indian states, with a mix of toll and annuity assets. As of March 2018, L&T IDPL’s portfolio had an estimated total project cost of R 17718 crore. Canada Pension Plan Investment Board (CPPIB), the largest pension fund in Canada, invested R 2000 crore as share capital in L&T IDPL in 2014-15. This is the first direct private investment by a Canadian pension fund into an Indian Infrastructure Development company. Over two decades of extensive experience in working with Governments, multi-lateral agencies, international and domestic financial institutions and corporate entities has helped L&T IDPL to develop proven competencies in project financing and execution, 210 210 across viability assessment, financial closure, project management, operations & maintenance and portfolio management of infrastructure assets in various sectors. In addition to its project portfolio, L&T IDPL has installed Wind Energy Generators (WEGs) with a capacity of 8.7 MW in Tamil Nadu in March 2010. The energy generated is utilized for captive consumption. The WEGs are eligible for 16,128 Carbon Emission Reduction (CER) certificates per year until 2022 as a result of the carbon reduction by these wind generators. Business Environment During 2017-18, the business environment has been quite vibrant. L&T IDPL focused on excellence in O&M (operation and maintenance) of its existing 16 assets while there was constant evaluation of emerging opportunities in the PPP space. This evaluation was carried out for both new construction projects as also existing Government owned infrastructure assets that have been completed and are being offered for O&M. Notable developments in both sets of opportunities and the business environment are as follows: Roads: Construction of highways reached 9,829 km during FY 2017-18, with an all-time high of 27 km per day. This represents a 20% growth over the previous year. Expenditure of R 1,16,324 crore was incurred on construction of national highways during 2017-18. The PPP space witnessed a revival of sorts with the following key developments: 1. Launch & listing of the first Infrastructure Investment Trust (InvIT) in May 2017 (six toll-road assets comprising Hyderabad Metro Rail project 3,645 lane km) triggering other developers to explore this opportunity to monetize mature road assets and bring down debt exposure. 2. Road developers, who until recently focused on projects that required them to invest heavily and bear major risks over long periods, have shifted to focus to an asset-light model like Hybrid Annuity Model (HAM), introduced in order to re-balance the risk sharing. Of the total length awarded by NHAI in fiscal year 2018, awarded 150 road projects of 7,400 km worth R 1,22,000 crore. Of the total length awarded, 3,396 km (~46%) was awarded on Hybrid Annuity model at a cost of R 76,500 crore and 209 km (~3%) on Toll mode at a cost of R 2,500 crore. Commercial banks have selectively financed these HAM projects based on the standing of the developer/ sponsor. There is growing competition in the HAM model with most contractor-developers now bidding for projects. 3. Successful bid-out by NHAI of the first Toll-Operate-Transfer (TOT) bundle comprising of 9 NH projects realizing about R 96.81 billion for operational road projects aggregating to a length of about 700 km. 4. Implementation of GST and E-way Bill; the unified tax regime has obviated the need for interstate check posts which has resulted in reducing the travel time of long-haul trucks and other cargo vehicles by over one-fifth and improved the turnaround time of the fleet. Improved traffic numbers coupled with positive WPI growth has led to a double-digit growth in revenues for most road developers. 211 211 5. Introduction of FASTags (electronic toll collection) by NHAI has led to decongestion at toll plazas and prevention of toll revenue leakage. L&T IDPL toll plazas witnessed a substantial increase in electronic tolling from 7% in Dec 2016 to 24% in June 2018. 6. As per the Economic Survey 2017-18, the road sector alone has NPAs of R 36,596 crore. Rising NPAs, higher risk provisioning assigned to road sector and dwindling profits in the road sector have made banks reduce exposure to the infrastructure sector. 7. Commitment by several large pension funds and long term infra-focussed funds to the Indian infrastructure space along with NIIF of the Union Government is expected to boost the secondary market for TOT projects. Transmission Lines: Around 23,119 circuit kms of transmission lines and 86,193 MVA of transformation capacity was added during FY 2017-2018. REC TPCL (REC Transmission Projects Company Limited, a 100% subsidiary of Rural Electrification Corporation) the Bid Process Coordinator (BPC) for Transmission Lines on the TBCB (Tariff Based Competitive Bidding) route has awarded two bids during FY 2017-2018. A large number of Intrastate Transmission Line bids are expected in the coming years. During the first quarter of FY 2018, an InvIT was successfully launched and listed in the Transmission Line sector (two power transmission projects with a total circuit length of approximately 1,936 ckms, and 6,000 MVA of transformation capacity). Significant Developments in the current year During 2017-18, L&T IDPL completed two of its highway projects, L&T Deccan Tollway and L&T Sambalpur Rourkela Tollways, both of which achieved commercial operations and commenced toll collection. These two highways are generating revenues of about. R 60 Lakhs per day. Overall, gross toll revenue of R 1892.94 crore grew by 19% over the last fiscal, despite muted WPI growth of 3% Electronic toll collections through FASTag saw a large jump. Further to the push of less-cash drive of Government of India, L&T IDPL FASTag collections went up by 87% (June 2017 to June 2018). The transmission line business had gross collection of R 202.26 crore as annuity payments. In May 2018, L&T IDPL became the first infrastructure sponsor to successfully launch a private placed InvIT (infrastructure investment trust) with an initial portfolio of five road assets. This InvIT raised R 3700 crore, with 55% of the funds coming from international investors from Canada and Germany. InvIT has enabled L&T IDPL to monetize five of its assets, repaying bank loans and providing growth capital; It also provides L&T IDPL a platform for operating assets, both existing and future. Vadodara-Bharuch Toll plaza, Gujarat 212 212 Outlook: In the coming year, L&T IDPL would constantly evaluate new opportunities with worthwhile returns, with a special focus on highways and transmission lines, while other sectors could be taken up on a project-wise basis. L&T IDPL would also focus on operational excellence for its existing asset portfolio. To ensure this, L&T IDPL is undergoing Project LEAP, a Business Excellence Initiative. L&T IDPL looks forward to more PPP infrastructure projects in both project construction and asset monetization. We also hope for quicker dispute resolution processes, wherein several of our claims and court cases may see final determination. L&T IDPL would also engage with all stakeholders to ensure accounting policies and other enabling environment is conducive to its business. L&T IDPL would also evaluate operational assets from the secondary market and shall seek to acquire such assets (primarily covering Highways & Transmission Lines) which meet the investment benchmarks. L&T IDPL would also seek to re-enter projects in Bulk/Industrial Water and Railways. L&T Metro Rail (Hyderabad) Limited Overview L&T Metro Rail (Hyderabad) Limited (L&TMRHL) was incorporated on 24th August, 2010 as a special purpose vehicle to undertake the business to construct, operate and maintain the Metro Rail System in Hyderabad Visakhapatnam industrial water supply project, Andra Pradesh under the PPP (Public Private Partnership) model on Design, Build, Finance, Operate and Transfer (DBFOT) basis. The Company entered into a Concession Agreement with the erstwhile Government of Andhra Pradesh on 4th September, 2010. The agreement also provides for development and subsequent monetization of Transit Oriented Development. The Metro Rail system includes construction of three elevated corridors from Miyapur to L. B. Nagar, Jubilee Bus Station to Falaknuma and from Nagole to Shilparamam, covering a total distance of 71.16 km. The concession period of the project is for 35 years including the initial construction period of 5 years. The Concession period is extendable for a further period of 25 years subject to fulfilment of certain conditions by the Company as set out in the Concession Agreement. The estimated project cost is R 16,375 crore which includes the cost of rail system and 6 million TOD which is to be funded by a term loan of R 11,478 crore, equity share capital of R 3,439 crore and Viability Gap Fund from Government of R 1,458 crores. The company has tied up its entire debt and achieved financial closure on 1st March 2011. The Government of Telangana has declared the appointed date as 5th July, 2012 upon fulfilment of the condition precedents (CP) from both the parties i.e. L&T Metro Rail (Hyderabad) Limited and the State Government. The Company is executing the project, covering a total distance of 71.16 km in 3 different corridors. This entire distance is further sub-divided into 6 stages for ease of implementation. The project cost 213 213 incurred during the year 2017-18 is R 2,241 crore and cumulative up to 31.03.2018 is R 14,723 crore. The Hon’ble Prime Minister inaugurated a 30 km stretch of the Metro Rail System on 28th November, 2017 connecting Miyapur to Ameerpet in Corridor 1 and Ameerpet to Nagole in Corridor 3. The overall physical progress of the project as on 31.03.2018 is 81%. Construction works in Stage 4 and 5 are nearly complete. The Company is aiming for the commencement of commercial services from Ameerpet to LB Nagar and Ameerpet to Hitec city before December 2018. Stage 6/1 is slated for completion during first quarter of next financial year. As per the Concession Agreement (CA), the scheduled Commercial Operation (COD) date for the entire project length of 71.16 km was 5th July, 2017. However, due to delays in getting RoW and confirming alignment changes, the construction of the project has got delayed. The lenders have accorded sanction of extension of time for COD up to two years i.e., up to 5th July, 2019 with a corresponding increase in the loan period. As per the revised schedule, the loan repayment will start from 30th September, 2020. The corresponding cost implications are being assessed for claiming compensation. TOD Projects commenced commercial operations at Punjagutta (0.48 million sq. ft. office space during Nov. ‘17 and mall space during Feb. ‘18) and at Hitec city (0.21 million sq. ft. mall space during Feb18). Two other malls at Errum Manzil (0.35 million sq. ft.) and Musarambagh (0.24 million sq. ft.) are nearing Kudgi Power Transmission Line project, Karnataka completion. Strategies to develop the Raidurg site, which is a large parcel of land, at a prime location and has a potential of 3.20 million sq. ft. of mall space and office buildings, are underway. Viability Grant of Funding (VGF) is being released by the Central Government from time to time as per eligibility and the total VGF drawn stood at R 1204 crore as on 31st March, 2018. Business Environment About 10 million transport trips are performed every day in Hyderabad city and the major share is taken by bus transport (50%). The city roads are congested, with only 8% road area and a very low average speed (about 8 kmph). The Company is poised to provide safe and punctual travel and has been working on various value-added initiatives including last mile connectivity, digital ticketing and a Mobile app to minimize commuters’ pain points, ensuring higher ridership on the metro system. Non-fare revenue generation through cross-selling of products to commuters is being increasingly explored. This will be further strengthened by Metro expansion, which will result in higher ridership. The Government of Telangana has plans to implement Phase II of the Metro project, covering 85 km (including the Airport link). This will enhance the average ridership on the Metro system significantly due to the network effect. The Company has been granted rights for Real Estate development with strategically located land parcels 214 214 interspersed at prime city locations, adjoining metro Stations and metro corridors. Developments would encompass Grade-A commercial developments for IT/ITES Office, Healthcare, Retail and Hospitality. Advertisement space offers good revenue potential through unlocking various innovative products and services. Significant Initiatives The Company has tied-up with a solar power developer for generating captive solar power of about 10 MW at a very competitive price, which will generate about 10% of energy requirement of Metro trains. The Company has also received concessional rate of R 4.95/- per Unit (cheapest in the country) for electricity. The Company is exploring various non-fare revenue generating options through optimization of resources developed in-house for the past 5 years, namely: • Leasing out space for erecting mobile towers. • Skywalks connecting the malls & metros leading to increase in footfall and increased ridership • Tie up with cab operators • Leasing out Optical Fibre • Training our upcoming metro staff with the existing infrastructure • Consultancy services for other metros. The Company has developed models to obviate TOD related threats, while leveraging the various advantages of the offering like metro-rail connect, strategic locational offering, etc., and has also obtained automatic step-in- rights by the Government for specific retailers by which, the risk in the event of termination is mitigated. The Company has also re-negotiated contracts with various project contractors to minimize the claims, on account of extension of time. Outlook: The Company is planning to open another two stages of Metro (Stage 4 & Stage 5) in FY 2018-19, thus taking the total metro operations to 56 km, with an expected overall ridership of approx. 6.15 lakhs per day. Measures like fare integration with other transport modes and collaborations with various feeder services for first and last mile connectivity are being taken to strengthen fare revenue. The Company is also exploring other Non-Fare Revenue initiatives like consultancy services with in-house competency on Metro system, Wi-Fi, Radio, etc., that will add extra revenue to the Company. Buoyed by the success of Phase 1 Malls, the Company intends to start with a 0.5 million sq. mall at Raidurg along with 0.15 million sq. mall at Rasoolpura. Discussions with customers to kick start a few other developments of the portfolio are underway. Measures are being taken to upfront the cash inflows on advertisement services by entering into longer tenure contracts. L&T Power Development Group Overview L&T Power Development Limited, a wholly-owned subsidiary of L&T, is engaged in developing, operating and maintaining power generation assets. The portfolio comprises projects in thermal and hydel power generation projects aggregating to 2270 MW. Hydel Power Projects Hydel projects with an aggregate capacity of 870 MW are in various stages of execution. A brief status is depicted below: Name of Project State Capacity (MW) Name of Subsidiary Current Status 99 Uttarakhand L&T Uttaranchal Hydropower Limited Advanced stage of construction, Dry-commissioning of Unit-1 expected by Mar’19 74 267 430 Arunachal Pradesh L&T Arunachal Hydropower Limited Himachal Pradesh L&T Himachal Hydropower Limited Evaluation of viability/exit Singoli- Bhatwari Hydro Electric Project Tagurshit Hydro Electric Project Sach-Khas Hydro Electric Project Reoli-Dugli Hydro Electric Project Total 870 Thermal Power Projects – Nabha Power Limited (NPL) NPL owns and operates a 2X700 MW supercritical thermal power plant at Rajpura, Punjab. Under the Power Purchase Agreement (PPA) with Punjab State Power Corporation Limited (PSPCL), which is for a period of twenty-five years, the entire power generated from this plant is sold to PSPCL. The plant is built on super critical 215 technology of Mitsubishi, Japan. It is the first ‘made in India’ supercritical power plant to be commissioned and operational in the country. The plant sources its fuel from South Eastern Coalfields Ltd. (subsidiary of Coal India Limited) under a 20-year Fuel Supply Agreement (FSA). The Company also secured approvals to arrange coal from alternative sources to make up for any shortage in supply of coal under the FSA. The State Government has allocated the perennial source of water for the plant from the Bhakra-Nangal distributary. The plant is operated by an in-house team of experienced operations and maintenance professionals. The power plant has been running successfully for over four years with an availability of 85% during FY18. NPL has been the most reliable source of power for the state of Punjab and has supported its requirements with uninterrupted supply during peak season. NPL also happens to be the lowest cost power producer within Punjab with benchmark-setting operational efficiency. Business Environment India’s Electricity Generation grew at 6% in FY 18 and there was addition of 5.44 GW of Thermal Energy Capacity Additions in the same period. The Power Demand in Punjab was 4671 MW (Q4 2018), registering a 10% increase over the demand in the corresponding period last year. During the year, the power sector was grappling with a severe coal shortage. NPL had a lower Plant Availability Factor (PAF) due to a forced shutdown in October ’17 on account of coal shortages. However, the plant imported coal to augment coal supplies and ensured a PAF of 85%. Third Party Sampling and testing through CIMFR (Central Institute of Mining and Fuel Research) has been operating quite well to mitigate the grade slippage issues in linkage coal. Significant Milestones and Initiatives • Favourable judgement from the Supreme Court for recovery of coal washing and transportation cost • 85% availability achieved • Best-ever Station Heat Rate of 2300 kcal/kwh achieved • Lowest ever Auxiliary Consumption of 5.08% achieved • Demineralised Water Cycle at all-time low of 0.4% • 200 KW Roof top solar panel commissioned, CO2 emission reduction 220 Tons p.a. • Reliability Centred Maintenance approach implemented • Performance linked allocation made for improvement in coal quality • Reduction in interest cost through reduction in borrowing and lower interest rate achieved through innovative financing instruments • Awards received: • Excellent Energy Efficiency Unit, CII, Hyderabad • Top Plant Award, Power Magazine, USA • Best Thermal Generation Unit, IPPAI • Gold Award in Environment, Health & Safety, Grow Care India • Best IPP award, Asian Power Magazine • Best Employer Brand Award, EBI • CSR initiatives in the area of development of village infrastructure, education, skill building, gender equality, health and environment were implemented during the year The Company is committed to generate reliable and environment- friendly power under safe working conditions. Emphasis is laid on continual improvement of processes and practices to achieve improved environmental, health and safety performance. Training on HSE for employees and stake holders is undertaken on a regular basis to foster a culture of health and safety. Outlook The major focus areas for NPL during FY19 would be maximising plant availability, improving operational efficiency, enhancing fuel quality, resolving the regulatory issues, collection of disputed receivables, cost reduction initiatives and Health, Safety and Environment compliances. With issues relating to coal allocation under Fuel Supply Agreement coupled with logistic constraints, fuel availability continues to be challenging in FY 19 too. Procuring higher quantities of imported coal, encouraging PSPCL for diversion of coal lying in other Power Plants to NPL 216 and pursuing increase in coal allocation would ensure Fuel Security. Increasing global warming and need for long-term sustainable energy security have renewed the focus on the traditionally most clean hydro-power. Accordingly, the Government is considering policy initiatives for the revival of the hydro-power sector. The Company expects that approval and timely implementation of these initiatives by the Government in the near future may positively impact the hydro-power development in the country. Marine Infrastructure Developer Private Limited : Kattupalli Port Kattupalli Port at Chennai, a container port with a capacity to handle 1.2 million TEUs per annum has a container terminal with two container berths, and has been accorded SEZ co-developer status. During the year 2015-16, the Company (L&T) entered into an agreement with Adani Group (a port operator) to demerge the port business and divest the stake in the resulting company. In the current year 2018-19, the Company has divested its ownership and has completed the transfer of the port ownership in entirety. 217 Financial Review 2017-18 I. L&T CONSOLIDATED A. PERFORMANCE REVIEW The Company performed well on all the parameters during the financial year 2017-18, with pick-up in domestic investment climate. The slew of measures implemented over the last year or so - including demonetisation, Real Estate Regulatory Act, Goods & Services Tax, Insolvency & Bankruptcy Code have resulted in some short-term disruptions. In the long term, however, these are expected to give rise to a new economic order. This will have potential to significantly enhance revenues and channelize the funds for inclusive economic development. The Government’s thrust on strengthening infrastructure and the ‘Make for India’ concept for key strategic areas, will provide opportunities to the Company’s various business segments. Also, the rise in commodity prices is likely to result in capacity additions by the industry. During the year, the Company was beneficiary of the initial impact of such measures, which is expected to gather momentum as we go forward. On the global front, uncertainties continue, as developed economies have started backing protectionist policies and the geo-political climate is giving rise to new trade partners, impacting the way of doing business. However, with hardening of oil prices, the investment momentum in Middle East, a major market for the Company outside India, is expected to improve. The Company continues to be selective in addressing the international market. The business environment remained competitive, with both domestic and international players fighting for the opportunities available. Against the backdrop of such an environment, the Group recorded satisfactory growth during the year with steady performance of its businesses in diverse sectors. The Company continued to focus on its goal of maximizing shareholder value creation by exiting non-core businesses, implementing operational excellence initiatives to have profitable growth and containing working capital along with better fund management. During the year the Company sold two of its subsidiaries EWAC Alloys Limited and L&T Cutting Tools Limited. The Company is awaiting regulatory approval for conclusion of its stake sale in a container port in Tamil Nadu. In November 2017, L&T Metro Rail (Hyderabad) Limited, a subsidiary company, commissioned a 30 km stretch of metro rail network in the city of Hyderabad. Another subsidiary company viz. Nabha Power Limited, which houses two thermal power plants at Rajpura, received a favourable Supreme Court judgement on matters affecting the viability of the Company. The year also saw growth consolidation in some businesses, while the listed entities within the group - L&T Infotech Limited, L&T Technology Services and L&T Financial Services - recorded notable growth, with expansion of business and new acquisitions. As at March 31, 2018, L&T Group comprises 93 subsidiaries, 8 associates, 34 joint venture companies and 33 joint operations. Most of the group companies are strategic extensions of the project and product businesses of L&T. Project business catering to the hydrocarbon sector is housed in a separate set of group companies to provide the business with focus and independent functioning. The majority of the subsidiaries support L&T’s core businesses and enable access to new geographies, products and business segments. Certain distinct service businesses - such as Information Technology, Technology Services, Developmental Projects and Financial Services - are housed in separate subsidiary and joint venture companies of L&T. Order Inflow & Order Book L&T Group achieved an order inflow of R 152908 crore during the year 2017-18, achieving a growth of 6.9% over the previous year. The revival of the domestic market compensated for the slight lull on the back of depressed oil prices in Middle East, the major market for the Company. The domestic market evidenced a pick-up in capex finalization by public sector and Government undertakings. Also, the year saw movement in the award of orders from the private sector, resulting from strengthening of commodity prices and improvement in investment climate. Domestic order inflow increased by 15.3% to 76.6% of total order inflow, despite ordering momentum yet to gather pace in sectors like Defence, the preference there being on public sector enterprises. International order inflow declined by 13.6% to 23.4% of total order inflow. Further, geographical spread of order inflow changed during the year, with the Middle East contributing a lower share of 44.8%, which was earlier 64.9%. Order Inflow growth was mainly driven by the Infrastructure segment, contributing 57.1% of the total order inflow for the year. Infrastructure growth was led by some large value, prestigious orders received in Heavy Civil Infrastructure, Building & Factories and Water & Effluent Treatment. The respective businesses of the Company have been beneficiaries of the improved investment environment in India – accruing from the National Highway Authority of India, Dedicated Freight Corridor, Saubhagya Scheme, Mass Transit Systems, Airport expansion programmes, Andhra Pradesh Infrastructure Development, Refinery Expansions, Water Management programmes, in addition to some private sector expansion capex. 218 A robust order book of R 263107 crore as at March 31, 2018 gives multi-year revenue and margin visibility to the Company. With current year order inflow being domestic centric, the composition of international order book declined to 23.8% as at March 31, 2018, as compared to 26.7% in the previous year. As a result of introduction of Goods & Services Tax, the order book has been adjusted, since revenue excludes GST. Infrastructure segment continues to contribute 74% of the consolidated order book, comprising mainly Heavy Civil Infrastructure 18%, Building & Factories 17%, Transportation Infrastructure 14%, Power Transmission & Distribution 14% and Water & Effluent Treatment 11%. With reduced opportunities in the Power sector, the share in order book has declined from 5% to 4%. The growth in revenue was achieved despite transitory disruptions due to GST implementation during the year. Growth was largely contributed by Heavy Civil Infrastructure, Water & Effluent Treatment, Transportation Infrastructure, Hydrocarbon, Heavy Engineering and Services business. Delayed order awards impacted Metallurgical & Material Handling, while limited opportunities and intense price competition impacted revenue accruals in Power and Valves businesses respectively. Growth in L&T’s Electrical & Automation business was supported by improved demand for standard products, particularly the metering systems. Operating Cost and PBDIT Manufacturing, Construction and Operating (MCO) expenses at R 83305 crore increased by 6.7% over FY 2016-17, registering improved operational efficiency. These expenses mainly comprise cost of construction material, raw materials and components, subcontracting expenses and interest costs of Financial Services business. Revenue from Operations L&T Group recorded revenue of R 119862 crore during the year, registering a growth of 9%. Adjusted for Excise Duty in the previous year, the growth on a like-to-like basis was 9.5%. Revenue earned from international operations comprised 33% as compared to 34% in the previous year. 219 Staff expenses for the year 2017-18 at R 15292 crore increased by 10.4% over the previous year. Staff Cost as a percentage of revenue marginally increased to 12.8% from 12.6%, mainly due to addition of resources for growth of the IT & TS businesses. The Company continues to focus on improved productivity, digitalization and manpower rationalization. Exceptional Items Exceptional items of R 123 crore during the year represent gain on divestment of stake in two wholly owned subsidiaries, EWAC Alloys Limited and L&T Cutting Tools Limited, net of provisions made towards uncertain recovery of outstanding from a customer referred under Insolvency & Bankruptcy Code. Sales and administration expenses increased by 10.1% y-o-y to R 7693 crore, mainly due to higher provisioning by Financial Services, Development Projects, Infrastructure and Hydrocarbon business, partly compensated by exchange gains. The Group operating profit at R 13571 crore for the year 2017-18 registered a healthy growth of 22% y-o-y. The EBITDA margins for the year also improved by 120 basis points to 11.3%. The closure of legacy projects in the Hydrocarbon business, cost optimization measures in product businesses, monetization of a Realty asset, the favourable Supreme Court judgement in the Nabha Power case and the strong growth of IT&TS businesses - contributed to the improvement in 2017-18, as compared to the previous year. Depreciation & Amortization Charge Depreciation and amortization charge for the year 2017-18 decreased by 19% to R 1929 crore, compared to R 2370 crore in previous year. The decrease was largely due to impairment in the asset values in some of the businesses, in the previous year. Other Income Other income at R 1412 crore, which increased by 5% over R 1344 crore, consists of profit on sale of liquid investments, interest and dividend income from treasury investments. The growth was on account of higher gains from deployment of surplus funds generated through operations, and through divestment of stake in subsidiaries. Finance Cost The interest expenses for the year 2017-18 at R 1539 crore was higher by 15% in comparison to R 1339 crore for the previous year. The increase was attributable to the impact of interest cost in L&T Hyderabad Metro Rail upon partial commencement of operations in November 2017, and cessation of capitalization of interest on Seawoods assets, on it getting ready for sale. Further, higher proportion of interest bearing advances in Infrastructure businesses and increase in LIBOR rates resulted in increasing the average borrowing cost for the year to 7.3%, as compared to 6.9% in the previous year. 220 Tax Expense Income Tax charge for FY 2017-18 increased to R 3199 crore compared to R 2007 crore in FY 2016-17 mainly due to increased profits and higher Effective Tax Rate, on account of increased disallowances in respect of earlier years. Profit after Tax & EPS Consolidated Profit after Tax (PAT) at R 7370 crore for the year 2017-18 rose by 22% over the previous year at R 6041 crore. Consolidated Earnings per Share (EPS) including exceptional items for the year 2017-18 at R 52.62 were higher by 22% over the previous year. Return on Net Worth The Net Worth of the shareholders, as on March 31, 2018, at R 55657 crore, reflects an increase of R 5440 crore, as compared to the position as on March 31, 2017. Return on Net Worth (RONW) for the year 2017-18 was higher at 13.9%, driven by increase in net earnings, as compared to 12.8% in the previous year. Liquidity & Gearing Cash flow from operations decreased to R 6428 crore as compared to R 12399 crore in the previous year mainly due to higher levels of working capital, which partially negated increase in operating profits. The group earned constituted 16% of the total order inflows for the segment. a significantly higher income from investing activities - namely dividends, proceeds from sale of treasury investments and divestment activities - which was used to repay certain high cost borrowings and meet interest and dividend. The Group incurred capital expenditure of R 2015 crore during the year, mainly on construction activity of L&T Metro Rail Hyderabad project. There was a net increase of R 3254 crore in the cash balances as at March 31, 2018 as compared to the beginning of the year. v crore FY 17-18 FY 16-17 12399 (8136) 3 2059 1158 53 7536 2821 693 2093 2174 (245) 7536 Consolidated Fund Flow Statement Particulars Operating activities (Purchase)/Sale of other investments Net (investment)/ divestment Payment (to)/from minority interest (net) Treasury and dividend income ESOP proceeds Sources of Funds Capital expenditure (net) (Borrowings)/Repayment of Borrowings Dividend paid Interest paid Increase/(Decrease) in cash balance Utilisation of Funds The total borrowings as at March 31, 2018 stood at R 107524 crore as compared to R 93954 crore as at March 2017. The gross Debt Equity ratio as of end March 31, 2018 stood at 1.75:1, same as at March 31, 2017. Net Debt Equity ratio, however, as on March 31, 2018 is 1.47:1 as compared to 1.39:1 as on March 31, 2017. 6428 2169 477 1413 3283 50 13820 2015 3691 2390 2471 3254 13820 Infrastructure Segment B. SEGMENT WISE PERFORMANCE (GROUP) 1. The Infrastructure segment won orders worth R 87277 crore, higher by 11% over the previous year, mainly from domestic public sector and government customers. Large orders were won by Heavy Civil Infrastructure, Transportation Infrastructure and Water & Effluent Treatment. Although, liquidity constraints of customers, aggravated by demonetization continue to impact growth momentum in Buildings & Factories, during the year, the business was successful in winning a few large-value orders. The relatively new business of Smart World & Communication registered growth on receipt of smart city and telecom orders. Overall Infrastructure business saw reduced opportunities in the Middle East arising out of fiscal policy measures in those countries. International order wins of the Infrastructure segment, mainly in Power Transmission & Distribution and Transportation Infrastructure businesses, The Infrastructure segment clocked a gross revenue of R 59819 crore for the year 2017-18 registering 10.9% growth over the previous year. Execution of orders in hand progressed well majorly in Heavy Civil Infrastructure, Water & Effluent Treatment and Transportation Infrastructure. Building & Factories and Smart World & Communication faced some execution impediments by way of fund allotment / liquidity crunch, customer clearances and work-front availability. Right-of-way and environment clearances continue to hamper execution in some of the projects. Revenue from international operations constituted 29% of the total revenues of the segment during the year as compared to 33% in the previous year, with a reduced international order book. The Infrastructure Segment’s operating profit was higher by 10% on y-o-y basis at R 5902 crore for 2017-18, though operating margins dropped marginally from 10.2% to 10% due to certain stressed international projects in Transportation Infrastructure and Buildings & Factories businesses. 221 The Funds employed by the segment at R 17511 crore as at March 31, 2018 increased by 8.7% vis-à-vis March 31, 2017, with increased volumes. Increase in Gross Working Capital levels due to build-up of project work-in-progress, not due for invoicing and collection, was partially compensated by better vendor credit management and increase in customer advances on new order wins. 2. Power Segment The Power segment bagged orders worth R 2414 crore as compared to R 2866 crore in the previous year. The orders won during the year were majorly export orders. The domestic sector continues to be plagued with lower levels of coal-based power plant ordering in the face of over-capacity in boiler and turbine production as well as aggressive pricing by competitors. The order inflow was low, also due to the segment losing one large-value domestic order and non-participation in another large- value order due to unfavourable terms. PAT level. This impacts the operating margin for the Power business, since the EPC margins reported as segment margins do not include the performance of joint ventures, which have a better margin profile. The funds employed by the segment stood at R 790 crore as at March 31, 2018 - higher than R 485 crore as on March 31, 2017 - with release of payments to vendors and higher carrying value of Investment in Joint Ventures under the Power Group, consolidated through equity method under IND AS. 3. Heavy Engineering Segment The Heavy Engineering segment recorded order inflow of R 5848 crore for the year ending March 31, 2018 - lower by 25.6% as compared to the previous year, which had a large-value Defence order. The current year had a mix of orders from the Nuclear Power Corporation of India and some defence sector orders. International orders constituted a nominal 2.7% of the total international order inflows. Power segment revenue declined y-o-y by 10.5% to R 6208 crore, as jobs under execution moved closer to completion and new awards were delayed. Revenue from international projects at R 1468 crore represented 24% of the total revenue for the segment, largely contributed by gas-based power plant jobs under execution in Bangladesh. Operating margin decreased by 10 basis points to 3.4% during FY 2017-18, as compared to 3.5% in 2016-17 on account of change in job mix. Segment gross revenue of R 4114 crore improved by 19% compared to the previous year on the back of execution progress on defence jobs received in the previous year. Revenue from international operations constituted 22% of the total revenue for the segment. The segment recorded a 6.4% increase in the operating profit for the year at R 655 crore against an operating profit of R 615 crore in the previous year. The operating margin declined from 20% in previous year to 17.1% in current year upon change in job mix. As stated in the previous year, with implementation of IND AS, the Joint Venture operations are consolidated only at 222 Funds employed by the segment as on March 31, 2018 at R 1379 crore increased 6% y-o-y, on account of increase in construction work-in-progress awaiting invoicing milestones, which was partially offset by receipt of customer advances and higher vendor credit. 4. Electrical & Automation Segment (E&A) The E&A segment performed well, despite the transitionary challenges of GST. The Standard Products business contributed higher sales of final distributed products, agricultural starters and energy meters. The business recorded a gross revenue of R 5508 crore for the year, an increase of 2.6% over the previous year and adjusted for excise duty in previous year, the growth is 11%. With lower than expected volumes in international group companies, revenue from international operations declined to 28.1% of the total revenues of the segment. Segment operating profit for the year improved to R 822 crore, a 17% increase over previous year. Operating margins improved during the year by 90 basis points to 16%, owing to favourable product mix and improved operational efficiencies. year, driven by a number of onshore and offshore orders in domestic sectors and from the Middle East region. International orders accounted for 37.6% of total order inflow for 2017-18 as compared to 66.9% in the previous year, which included a large-size order in the offshore area of work. Segment revenue grew by a healthy 22% y-o-y at R 11760 crore for the year, through strong execution progress, particularly, with respect to fast-track projects received during the year. International revenue contributed 57.6% of the total revenue of the segment as compared to 48.6% in the previous year, due to higher proportion of international orders in the opening order book. Favourable claim settlements and close-out of stressed jobs resulted in a higher operating profit of R 904 crore as compared to R 657 crore in the previous year and the consequent margin improvement from 6.8% to 7.7%. Funds employed at R 2271 crore decreased by 6.5% y-o-y aided by higher credit from vendors. The Company has signed definitive agreements with Schneider Electric, a global player in energy management and automation, for strategic divestment of the Electrical & Automation business for an all-cash consideration of R 14000 crore, subject to regulatory approvals. The transaction will cover all operations, except Marine Switchgear business and Servowatch Systems business. 5. Hydrocarbon Segment Hydrocarbon segment sustained its strong performance momentum from the previous year. The segment secured fresh orders aggregating to R 15811 crore during the Funds employed by the segment at R 1385 crore increased by 21.6% as compared to March 31, 2017 with deployment of surplus funds in treasury investments and higher carrying value of investments in the Joint Ventures under IND AS. 223 6. IT & Technology Services (IT & TS) The IT & TS segment comprises the L&T Infotech group of companies and the L&T Technology Services group of companies, which were listed in FY 2016-17. The segment recorded gross revenue of R 11357 crore for the year ended March 31, 2018 recording a growth of 14.9% over the previous year. International revenue constitutes 91% of the total revenue of the segment. The Segment Operating profit stood at R 2391 crore for the year 2017-18 as compared to R 2063 crore in the previous year. Operating margin improvement of 20 basis points, is on account of improved operational efficiencies. Disbursal of fresh Loans and Advances in Wholesale, Real Estate, Micro Loans and Farm portfolio amounted to R 78590 crore during the year ended March 31, 2018 - a significant growth of 68% y-o-y. In line with the disbursements, the Asset Book in focused lending businesses stood at R 82692 crore as at March 31, 2018 recording a growth of 28% y-o-y. Net interest margins at 6.25% improved over 5.95% in the previous year. The Funds employed by the segment at R 5373 crore as at March 31, 2018 are higher by 26% as compared to March 31, 2017 due to increase in unbilled revenue, investments and goodwill on acquisition of new subsidiaries. During the year, the Company further divested 1.32% stake in L&T Infotech and 1.13% stake in L&T Technology Services, towards meeting the regulatory requirement of minimum public shareholding of 25% within three years from listing of its shares. 7. Financial Services (FS) The Financial Services segment comprises Rural, Wholesale and Housing Finance as well as Investment and Wealth Management businesses housed within L&T Finance Holdings Limited (LTFH) and its subsidiaries. The general insurance business was divested during FY 2016-17. Excluding the general insurance business, Segment revenue grew 20% y-o-y at R 10064 crore during the year ended March 31, 2018 on a comparable basis aided by growth in the loan assets and disbursements in all its focused businesses. 224 The Gross Non-Performing Assets (GNPA) ratio decreased from 7.11% (restated) as at March 31, 2017 to 4.80% as at March 31, 2018. LTFH, however, has been strengthening its balance sheet throughout the year by making accelerated provisions in addition to those required under regulations. Consequently, the coverage on GNPA increased from 31% (restated as per new RBI norms) in the year ended March 31, 2017 to 53% in the year ended March 31, 2018 indicating a much stronger balance sheet. As a result of this, the Net NPA ratio has reduced from 5.02% (restated) to 2.34% over the same period. LTFH also witnessed strong growth in its Investment & Wealth Management businesses. Average Assets under The funds employed in the segment at R 19860 crore as at March 31, 2018 mainly comprises L&T Metro Rail Hyderabad project cost. The Company is awaiting regulatory clearances to conclude the divestment in a container port in Kattupalli, Tamil Nadu to a strategic investor and is in advanced stage of selling 5 road concessions to an Investment Trust. 9. ‘Others’ Segment The ‘Others’ Segment covers Metallurgical and Material Handling (MMH), Realty, Shipbuilding, Construction and Mining Machinery, Industrial Machinery & Products and Valves businesses. Revenue for the segment declined during the year as demand for Real Estate in the metro cities of Mumbai and Bengaluru witnessed a slowdown post-demonetization, and the Valves business faced de-growth due to lower order intake on account of severe competition. With the segment registering one large-value transaction in Realty, the operating margin improved significantly compared to previous year. Management (AAUM) in the Investment Management business increased to R 65932 crore during the year ended March 31, 2018 - a growth of 68%. Average Assets Under Service (AAUS) in the Wealth Management business increased to R 18347 crore during the year ended March 31, 2018, registering growth of 35%. 8. Developmental Projects (DP) The Group has acquired concessions through the competitive bidding process for the development of Power projects, Roads, Bridges, Hyderabad Metro Rail and power transmission line. The total portfolio of the group consists of 5 power projects, 15 road & bridge projects, 1 transmission line project, 2 ports and 1 metro rail project. The metro rail project is housed under L&T Metro Rail (Hyderabad) Limited (L&T MRHL) which is a 100% subsidiary of L&T. Power projects are developed by L&T Power Development Limited & other projects are developed by L&T Infrastructure Development Projects Limited. The total estimated cost of projects, reassessed not considering the 3 hydel power projects under hold, is pegged at R 47807 crore, of which equity commitment is R 10395 crore with R 9293 crore having been infused as at March 2018. The segment recorded revenue of R 4294 crore for the year ended March 31, 2018, which is lower as compared to R 4367 crore in the previous year, as construction activity in the Hyderabad Metro project nears completion, and is partly compensated by higher revenue from the Rajpura power plant. The segment clocked an operating profit of R 270 crore for the year 2017-18, improving over the R 91 crore earned in FY 2016-17, as Nabha Power accrued revenues on receiving a favourable judgement in the matter of disputed receivables. The revenue also includes operational revenue on partial commissioning of the L&T Metro Rail Hyderabad project in November 2017. II. L&T STANDALONE PERFORMANCE REVIEW L&T’s standalone financials capture the performance of the Infrastructure segment, Power, Heavy Engineering, Electrical & Automation and the ‘Others’ segment comprising Metallurgical and Material Handling business, a part of Realty business, a part of Hydrocarbon business, part of Shipbuilding business and Construction & Mining Machinery business. L&T delivered good performance on all operational parameters, despite a volatile environment. The domestic market is set on a growth path with a slew of reforms, as against the international arena caught in geo-political 225 turmoil. The Infrastructure business segment surpassed the previous year’s performance, while the Power and Industrial businesses continued to experience headwinds to growth. Considering the returns potential and business opportunities, the Company has infused additional capital of R 2000 crore in L&T Finance Holdings Limited. As a part of business portfolio restructuring, the Company divested its complete stake in two subsidiaries viz. EWAC Alloys Limited and L&T Cutting Tools Limited. In a major development, the company took concrete steps towards its stated intent to divest the Electrical & Automation business by signing, subject to regulatory approvals, a definitive agreement with Schneider Electric. The key focus area continues to be enhancement of shareholder value through operating margin improvement and higher cash flow generation through working capital reduction and unlocking of capital earnings sub-par returns. Order Inflow & Order Book Order inflow during 2017-18 grew by 13% at R 105302 crore as compared to R 93201 crore in the previous year. The Infrastructure segment contributed 79.1% of the total order inflow during the year as compared to 82.1% in the previous year. The Power business has been sluggish due to the sectoral challenges. Heavy Engineering order inflow pre-dominantly consisting of defence orders, reported a decline due to deferment of select prospects. Industrial demand has been low, reflecting modest order inflow growth in E&A business. The ‘Others’ segment saw pick-up in order inflow in the Minerals & Metals business, with higher commodity prices driving fresh investment. International order inflow dropped to 15.1% of the total order inflow for 2017-18 as compared to 16.4% in the previous year. Order Book as at March 31, 2018 stood at R 227523 crore, 83.8% of which is contributed by the Infrastructure segment. International orders constituted 17.9% of the current order book. L&T continues to carry a healthy order- book-to-revenue ratio at 3.05 providing better visibility of revenue growth over the medium term. Revenue From Operations L&T achieved a revenue growth of 12.5% at R 74612 crore as compared to R 66301 crore in the previous year. Revenue growth over the previous year is mainly driven by execution pick-up in infrastructure projects in Transportation Infra, Heavy Civil Infra and Water & Effluent Treatment and progress in defence projects under Heavy Engineering. The Power segment revenue declined over the previous year by 10.6% as a result of a declining order book. Electrical & Automation segment grew by 4%. 226 Operating Cost and PBDIT Manufacturing, Construction and Operating (MCO) expenses, comprising cost of construction Finance Cost The interest expense for the year at R 1432 crore was higher by 8.7% vis-à-vis R 1317 crore for the previous year. The increase is attributable to a higher quantum of interest bearing customer advances. The average borrowing cost for the year 2017-18 was lower by 50 basis points at 7.5% p.a. with repayment of some high-cost borrowings during the year. Exceptional Items Exceptional items of R 431 crore for the year 2017-18 include gain on stake divestment in EWAC Alloys Limited and L&T Cutting Tools Limited, gain on dilution of stake in listed companies L&T Infotech and L&T Technology Services, and provision made towards uncertain recovery of outstanding from a customer referred under Insolvency & Bankruptcy Code. Profit after Tax & EPS Profit after Tax (PAT), including exceptional items, for the year 2017-18 dropped by 1.2% to R 5387 crore as compared to R 5454 crore in the previous year. While the operating profits were higher for the year, the increase in tax expense and lower exceptional income as compared to the previous year, resulted in overall reduction in PAT. The Earnings per Share (EPS) for the year 2017-18 at R 38.46 compared to R 39 in the previous year. material, raw materials, components and subcontracting expenses, amounted to R 58638 crore registering an increase of 12.8%. These costs represent 78.6% of Revenue, an increase of 20 basis points over the previous year. Increase in MCO cost percentage to revenue is mainly driven by change in the stage and mix of projects under execution. Staff expenses for the year at R 5714 crore increased by 11% y-o-y in line with revenue growth. The Company’s manpower strength stood at 42924 as on March 31, 2018 compared to 41466 as at March 31, 2017. Sales and administration expenses for the year at R 2831 crore increased by 6.1% y-o-y, mainly due to higher provisions for doubtful debts. The operating margins for the year stood at 10%, registering an improvement of 20 bps over the previous year. Profit before depreciation, interest and tax excluding other income (PBDIT) was R 7429 crore for the year, higher by 14.6% over the previous year. Depreciation & Amortization Charge Depreciation and amortization charge for the year 2017-18 reduced by 13.6% and was at R 1049 crore, as compared to R 1215 crore in the previous year. The reduction was due to impairment of asset values in the previous year. Other Income Other income mainly comprises of income from the Company’s treasury operations, dividends and income from group companies. Other income for the year 2017- 18 at R 1885 crore, decreased as compared to R 1915 crore for the previous year, mainly due to lower yield on treasury investments. Other Comprehensive Income (OCI) Other comprehensive income during year, reflected a loss of R 51 crore, compared to a gain of R 157 crore in the previous year, mainly representing change in balances pertaining to cash flow hedge reserve on account of gain/loss during the period and profit/loss reclassification adjustments. 227 Funds Employed and Returns Funds Employed by the Company at R 62381 crore as at March 31, 2018 increased by R 4326 crore during the year. Particulars Operating activities Strategic investments in S&A companies and working capital funding requirements were met out of redemption of liquid investments and internal accruals. Borrowings (net of repayments) (Purchase)/Sale of Other investments FY 17-18 FY 16-17 2952 5980 62 621 (3132) (2592) Standalone Fund Flow Statement v crore As on March 31, 2018, the segment aggregate level net working capital at R 15393 crore decreased to 20.6% of revenue as compared to R 13933 crore at 21% of revenue as on March 31, 2017. Release in working capital is attributable to improved collections and better credit terms negotiated with vendors. During the year, investments in and loans to subsidiary and associate companies increased by R 1433 crore (net of proceeds from divestment). Major funding was provided to Financial Services, Shipbuilding and the Forge shop. Return on Net Worth (RONW) including exceptional items for the year 2017-18 at 11.3% is lower as compared to 12.4% in the previous year. Liquidity & Gearing Business operations generated cash flows of R 2952 crore during the year as compared to R 5980 crore in the previous year. The drop is mainly due to higher deployment of funds to support growing business volumes. The cash generated through internal accruals, treasury income and liquidation of current investments was mainly used for investments of R 1456 crore in S&A companies and capex of R 1013 crore, in addition to payment of dividend and interest of R 2279 crore and R 1322 crore respectively. 228 Treasury and dividend income 3635 1875 ESOP proceeds Sources of Funds Capital expenditure (net) Net investment/(divestment) Dividend Paid Interest paid Increase / (decrease) in cash balance Utilisation of Funds 50 7320 1013 1456 2279 1322 1250 7320 53 2183 635 (1306) 1843 1151 (140) 2183 Total borrowings as at March 31, 2018 stood at R 10561 crore as compared to R 10558 crore in the previous year. Proportion of short-term borrowings increased to 39% as compared to 22% as at March 2017. The loan portfolio of the Company comprises a mix of domestic and suitably hedged foreign currency loans. The gross debt equity ratio decreased to 0.21:1 as at March 31, 2018 from 0.23:1 as at March 31, 2017. The net debt equity ratio was nominal at 0.04:1 as at March 31, 2018. III. STRATEGY, BUSINESS MODEL AND RESOURCE ALLOCATION Strategy Formulation: The company has embedded business strategy formulation as part of its long term sustainability plans. Business strategy is evolved every 5 years through a collaborative and consultative process that also includes financial parameters as guideposts for different elements of strategic plans. While 5 year business outlook and broad financial goals are embedded as an overarching strategic plan, shorter term annual targets are framed before the commencement of every financial year which, in turn, get folded into a rolling medium term plan. The current 5 year strategic plan commenced in 2016-17 and is slated to end on 2020-21 during which time the group level shareholder value creation measured by Return on Equity (RoE) is targeted to grow significantly. E V I T C E J B O S E N I L E M I T E P O C S Strategic Plan • Long Term Business Outlook • Assessment of global macro environment • View on Domestic Economy • Key Strategic Initiatives • Assessment of Emerging Technologies Business Plan • Rolling plan to adapt to changes in environment • Course Corrections Operating Plan • Annual business plan • KPIs: Order wins, Revenues, Profits, Working Capital and RoE targets • Productivity targets 5 years 2-3 year Annual • Organization structure • Business Portfolio • Geographical Business Strategy • Leadership Pipeline • Long Term Capex Outlay • Investment in emerging businesses • Strategic Partnerships • Realignment of Plans • Assessment of macro investment momentum • CRM plan • Employee Engagement • Medium term opportunities • Annual Budgets • Order prospect pipeline • Bid management policies • Key Account Management • Order Book Execution plan • Capex & Liquidity plan • Quality Control Business Portfolio Strategy: Sensitivity : This Document is Classified as "LNT Internal Use". • The Company focuses on its proven and core competencies of conceptualising, executing and commissioning large complex infrastructure projects in the areas of Roads & Bridges, Power Transmission & Distribution, Thermal / Hydel / Solar / Nuclear Power Plants, Water & Irrigation Infrastructure, Residential / Commercial / Institutional / Factory Buildings, Real Estate Development, Airports, Metro & Conventional Railways, Onshore & Offshore Hydrocarbon facilities and Metallurgical installations. An integrated EPC (Engineering, Procurement & Construction) business strategy forms the core backbone of the Company’s business portfolio. • The diversified but cyclical nature of EPC business is counterbalanced through a portfolio of manufacturing and services business. Manufacturing is mainly concentrated around electrical products and systems (made-to-stock and made-to-order), heavy custom- built equipment catering to process industries and defence, material handling equipment and industrial products & machinery. Services business caters to sectors of Information Technology, Engineering R&D and Financial Services • The business portfolio spans across domestic and international markets in line with the strategy of having a well-balanced geographically diversified business. • Schematics of the business portfolio strategy: Strategic Thrust and Direction: At the core of the Company’s strategy is the overarching aim to create shareholder value through enhanced Return on Equity (RoE). The RoE improvement strategy encompasses strategic, tactical and operational elements such as: • • • Focusing on timely and cost-effective execution of the Company’s unexecuted Order Book (Backlog) while ensuring adequate backfill through order wins Ensuring translation of healthy margin profile in the Order Book into financial statements through execution, operational excellence and digitalisation initiatives Incubating new businesses to tap future growth opportunities • Maintaining an optimum mix between domestic and international business • Ensuring efficient and optimal utilisation of assets and facilities • Optimising capex and working capital levels • Value monetisation for unlocking capital • Maintaining and enhancing shareholder payouts • Optimising financial leverage 229 In the first 2 years of the plan, RoE has improved from 9.9% in 2016-17 (base year) to 13.9% in 2017-18 and is in line with the plan. The third tier comprises dedicated Risk Officers at each of the business verticals who oversee and co-ordinate the risk management processes at the respective businesses. Resource Allocation: The Company has a well laid-out plan of resource allocation to meet its strategic objectives. These include: • Maintaining adequate liquidity on the Balance Sheet to exploit organic and inorganic growth opportunities and fund emerging businesses such as Smart City Infrastructure, Nuclear Power and Defence equipment manufacturing. • Prudent allocation of resources (Capex and Working Capital) to fund growth in businesses • Maintaining strong financial health to facilitate access to the Capital Markets as and when required • Attracting and retaining a robust and thriving talent pool through employee engagement programs, monetary and non-monetary incentives, leadership development initiatives, offering professional development opportunities and fostering a conducive organisation climate. The company has evolved a series of structured HR policies to enable this resource allocation. • • Sustainable and long term engagements with labour sub-contractors to ensure steady augmentation of resources at project sites Ensuring judicious allocation of manpower and monetary resources to company-wide sustainability and growth initiatives such as CSR, Digitisation and operational excellence programs IV. RISK MANAGEMENT L&T has a four-tiered structure for Risk Management. The top-tier comprises the Audit Committee and a Board- appointed Apex Risk Management Committee (ARMC) comprising of Executive Directors. The Audit Committee of the Board oversees the efficacy of the risk management processes. Strategic risks and top operational risks and new initiatives (new geography, new investment etc.) for respective businesses are discussed in detail in the ARMC meetings. The second tier is the Corporate Risk Management department and the Chief Risk Officer (CRO), who oversee and facilitate the Risk Management processes enterprise- wide and lead organization-wide initiatives in the Risk Management domain. In the fourth tier, the Project Heads act as risk owners and manage operational risks. The Audit Committee, ARMC and the Risk Management Committees at various levels are informed on the critical risks affecting the Company for their review and guidance. Mitigation plans are drawn up and implemented as appropriate within the overall ERM framework of the Company. The Company works predominantly in the project business and has developed robust project risk management processes. The key processes of risk reviews include Pre-bid risk reviews, Execution risk reviews, Project Close-out risk reviews and Country Clearance, in case of venturing into a new country and revisit clearances based on the geopolitical and economic developments in each of the cleared countries. Pre-bid reviews are carried out as a pre-requisite for bidding for any new project based on a bid authorization matrix. Execution risk reviews of the projects are held at regular intervals to track project performance, movement of risks in the project and effectiveness of mitigation measures. Close-out risk reviews are held to capture key learnings from the projects and what went right/wrong analysis, which help in factoring learnings for future bids and creating a knowledge repository. The Company also has a robust Financial Risk Management set-up which focuses on exposures and risks emanating from currency and commodity price volatility in the course of business. The structural stability and strength of the Company is ensured by careful Assets / Liabilities planning. L&T has been conferred the prestigious ‘Best Risk Management Framework And Systems - Capital Projects & Infrastructure Award’ at the India Risk Management Awards event organized by CNBC TV18. The Company emphasizes on continuous learning and has initiated several knowledge-based initiatives to improve risk awareness across the organization. One such initiative was launching of an e-learning training program for employees on Enterprise Risk Management (ERM) to disseminate knowledge and enhance capabilities on risk management, which will lead to better business performance. The course is continuously updated with new case studies relevant to the various business verticals. 230 Periodic training workshops on risk management are held across the Company. The Company organises seminars and conclaves on Risk Management, where eminent speakers on the subject are invited to share perspectives and to elevate the level of discussions on the topic within the Company. The Company has a Knowledge Centre established to provide inputs to the businesses comprising the latest economic developments and covering analysis on competitors, clients, sectoral studies, countries and geo-political developments. The efforts are on to help businesses anticipate potential risks in their respective areas and work out suitable steps to deal with them. This also highlights opportunities in the sectors / geographies of interest. The Company recognizes exceptional contribution in managing risks by awarding selected project teams in the annual L&T Risk Management Awards. The top enterprise-level risks for the Company and the mitigation measures being implemented are: Geopolitical Risks: Unexpected political changes in some of the developed countries, trade barriers and increasing conflict in the Middle East (The Saudi – Qatar standoff) are some of the risks that the Company faces. The Company monitors such geopolitical risks, and develops appropriate mitigation strategies addressing geographical concentration, strategic sourcing options, regular monitoring of international sanctions and other economic measures. Slow Recovery of Key Sectors: Growth in sectors such as Power, Nuclear, and Metals & Minerals continued to be hampered by a number of constraints such as the lack of investment, the reduction in power tariffs, the slow pace of decision-making, the financial distress of players, the delay in environmental clearances, the lingering effects of the mining ban, etc. Being a diversified conglomerate helps mitigate the risk of such slowdown in some sectors, as we see compensating growth in certain other sectors. Renewed impetus to Infrastructure sector by the Government - namely roads, railways, airports & waterways - provides growth opportunities in the near future. Competition: It has been observed that competition from foreign and domestic players has considerably increased in the past few years. The Company’s engineering, procurement, and construction business derives its competitive strength from its excellence in executing projects of varying sizes - its reputation for quality, technology, cost-effectiveness and its project management expertise. This helps in gaining an edge over the competition. Reputation and Brand: The Corporate Governance and Compliance policy is in place mandating adherence to the Code of Conduct and Internal Controls. This is ensured by regular knowledge-sharing across the organization and appropriate controls. Other Operational Risks: Execution Challenges: The Company faces execution challenges, such as geological surprises, availability of work front, land acquisition and right- of-way (ROW), pending approvals and clearances from Government agencies, working in difficult/harsh weather conditions, manpower issues, etc. The Company closely tracks the key risks for each project to effect timely mitigation. Partner Risks: Company partners with different contractors (Joint Venture / consortium projects) across businesses based on technical requirements/local market conditions. The partner’s performance and financial strength are crucial for project success. Learnings from past projects are incorporated in the inter-se agreement with the partners and clauses on liability of each partner are carefully drafted after legal due diligence. Working Capital Challenges: Project delays and adverse contractual payment terms sometimes lead to increased working capital requirements. The Company has strengthened the process for close monitoring of cash flows at the project level. The Company ensures regular follow-up for delay in payments by client, and has ensured improvement in working capital levels. Claims management: The Company maintains a strong documentation and follow up with clients / sub- contractors / vendors for any claim that is submitted. Legal teams are consulted periodically to ensure a robust process of claims management. Human Resource Challenges: The Company actively scans the environment for talent with skill-sets suited to the expanding and changing needs of the business, though availability of such resources is limited. The leadership pipeline has been strengthened and proper processes are implemented for hiring the best talent. Suitable retention policies are being constantly worked upon to minimize attrition of key resources. The Company has institutionalized the risk management processes to map and monitor the risks across the businesses and respond effectively to achieve its strategic 231 objectives. The Company has been successful in tapping the opportunities both in domestic and international markets. The Company sees risk management as a business enabler and believes that risk is an integral part of every business and promotes capability-building across the organization to anticipate and manage risks effectively. FINANCIAL RISKS Capital Structure, Liquidity and Interest Rate Risks The Company continues its policy of maintaining a conservative capital structure which has ensured that it retains the highest credit rating in a tough economic environment. Low gearing levels also equip the Company with the ability to navigate business stresses on one hand and raise growth capital on the other. This policy also provides flexibility of fund-raising options for the future, which is especially important in times of global economic volatility. Withdrawal of monetary accommodation in certain countries on the back of strong growth and rising inflation and the current geo-political positioning have resulted in elevated financial market volatility during the last quarter of FY17-18. Despite the challenging domestic economic environment in FY 17-18, primarily due to the spill-over effects of demonetisation as well as GST implementation issues, the Company managed to restrain the working capital usage, especially at net level. The Company has been investing capital into subsidiaries as scheduled, and in some cases to provide for deterioration in performance caused by the sluggish economic/business downturn and JV partner challenges, and also to optimise overall Group interest rate costs. The Company plans to maintain adequate liquidity on the Balance Sheet to deal with slow recovery/downturn in economic conditions. The Company judiciously deploys its periodical surplus funds in short-term investments in line with the defined treasury policy. The Company constantly monitors the liquidity levels, economic and capital market conditions and maintains access to the lowest cost means of sourcing liquidity through banking lines, trade finance and capital markets. The Company further optimized the cost of debt by using subsidized export financing scheme of RBI and Commercial Paper issuance as well as re-pricing of some of its existing long-term liabilities. The Company dynamically manages interest rate risks through a mix of fund-raising products, investment products and derivative products across maturity profiles and currencies within a robust risk management framework. Foreign Exchange and Commodity Price Risks The various businesses of the Company are exposed to fluctuations in foreign exchange rates and commodity prices. Additionally, it has exposures to foreign currency denominated financial assets and liabilities. The business- related financial risks, especially involving commodity prices, by and large, are managed contractually through price variation clauses, while the foreign exchange and residual commodity price risks are managed by an appropriate choice of treasury products for balancing risks and at the same time optimising the hedging costs. The above risk management activity is carried out under the framework of Financial Risk Management Policy approved by Audit Committee and noted by the Board. Financial risks in each business portfolio are measured and managed centrally within the Company. These risks are reviewed periodically, quantified and managed within the acceptable thresholds as laid out in the Risk Management Policy of the Company. The financial year 2017-18 was characterised by a relatively strong USD against developed market currencies on robust US growth and inflation pick-up. Despite US rate hike concerns, rising oil prices and GST implementation concerns, rupee depreciation was contained during the year. However, synchronized global economic growth along with demand/supply mismatches led to an increase in commodity prices. The combination of lower exchange rate volatility along with robust financial risk management processes resulted in lower financial cost and reduced the impact of higher input costs on the Company. V. INTERNAL CONTROLS The growing business activities, restructuring of businesses and challenging external factors call for a constant review of the efficacy of the Company’s internal control mechanism. Sound internal control procedures reduce process variation, leading to more predictable outcomes. The Company is committed to ensuring an effective Internal Control environment that will help in preventing and detecting errors, irregularities and frauds, thus ensuring security of Company’s assets and efficiency of operations. The Company has an internal control mechanism which is commensurate with the size and complexity of business and aligned with evolving business needs. Strong Corporate Governance and the right tone at the top serves as a strong pillar for excellence. This is demonstrated through various means including, but not limited to, the Corporate Policy on Internal Controls, which provides a structured framework for identification, rectification, monitoring and reporting of Internal Control weaknesses in the Company along with responsibilities and tasks enjoined upon employees in all positions; the Policy on Code of Conduct for employees and vendors 232 together with the Whistle Blower Policy that extends to vendors and channel partners, the facility of expression of genuine concerns about unethical behaviour, improper practice, any misconduct, any violation of legal or regulatory requirements, actual or suspected fraud by any official of the Company without fear of punishment or unfair treatment; Internal Controls evaluation included as part of employee’s appraisal; and appraising Senior Management and the Audit Committee of the Board periodically on the internal processes of the Company with respect to Internal Controls, Statutory Compliances and Assurance. The Company has well-documented policies, procedures and authorization guidelines commensurate with the level of responsibility and standard operating procedures specific to the respective businesses. The Company has laid down Internal Financial Controls (IFC) as detailed in the Companies Act, 2013 and has covered all major processes commensurate with the size of business operations. Controls have been established at the entity level and process levels, and are designed to ensure compliance with internal control requirements, regulatory compliance and appropriate recording and reporting of financial and operational information. Processes and controls laid down as per IFC are regularly updated for all the changes occurring internally due to change in business process, restructuring, IT changes, etc. or any changes in external scenarios like introduction of new law, new risk, etc. There is appropriate framework in place to ensure that adequate internal controls are laid down and operate effectively. The Internal Control Organisation The Company has adopted the three-lines-of-defence model as prescribed by COSO (Committee of Sponsoring Organizations) to ensure an effective internal controls mechanism within the Company. The first line of defence lies with the Business Heads, process owners and support functions. They own primary responsibility for design, establishment of internal controls and its operating effectiveness in their respective areas of operation. The Internal Controls framework is documented in the form of Internal Controls Manuals, Standard Operating Procedures, Accounting Guidelines including regular management reporting and monitoring thereof. Policies and procedures are reviewed periodically from time to time for any changes required, due to change in business needs as well as improvements in processes to strengthen the internal control systems. The Authorisation Matrix for financial transactions are derived based on Board resolutions which are delegated to individuals based on business needs within the overall limits of Corporate Authorisation Guidelines. Financial powers are vested based on business requirements and there is no automatic vesting of powers based on designation / grade of an individual. The second line of defence lies with Corporate Internal Control (CIC) department. They facilitate and monitor the efficacy of the Internal Controls embedded in Operations so as to assist the management in establishing strong internal controls. The Internal Control Department at the Corporate level formulates procedures and guidelines for any areas of weaknesses that are identified during internal audit or as triggered by process owners or management based on internal or external risk factors. Apart from the internal mechanism to review and monitor internal controls; the Company also periodically engages independent professional firms to carry out review of the effectiveness of various Key Control processes in businesses and support functions. Their observations and suggestions on good practices are reviewed by the management for implementation and strengthening of the controls. The third line of defence lies with Corporate Audit Services (CAS). They give assurance on Internal Controls effectiveness by carrying out independent internal audits. CAS is staffed adequately with qualified professionals in both technical and financial fields. The department conducts audit of all units of L&T and its major S&A companies at regular intervals. Based on observations of Internal Audit department, respective process owners carry out necessary process / system improvements, and thereby strengthen overall control mechanism. The process of Internal Audit is reviewed by the Management and Audit Committee of the Board. VI. INFORMATION TECHNOLOGY L&T has pioneered the use of Information Technology for its business since the IT revolution started. As one of the early adopters, L&T implemented ERP systems for its businesses successfully in the late nineties, and since then, many other complementary systems around ERPs covering the entire set of business processes. For speed and agility, L&T has followed a federated approach to IT, wherein every business had its own IT setup consisting of core ERP, associated systems, IT Infrastructure and staff. New Digital Technologies (AI, ML, RPA & Analytics etc.) have been making dramatic transformations to many businesses. They have also given rise to new business models. L&T has also embarked on a digital transformation journey and are being designed and implemented across various businesses. 233 The implementation of these digital solutions has the potential to transform the way we operate, resulting in significant benefits to increase our competitiveness and profitability. Implementation of these solutions requires us to have robust foundational core IT systems running the businesses. While our efforts to design and implement the digital solutions are under way, our core IT systems are also being upgraded, with the requisite set of functionalities and technologies on a continuous basis to support these digital initiatives. To strengthen the Information Security status and to prevent any cyber threat to the Company’s business or information repository, the Company has established a CISO office. This move is to give focused attention to the growing threats from the cyber world and to enhance the Company’s cybersecurity protocols and secure the future of the organization. 234 DELOITTE HASKINS & SELLS LLP Chartered Accountants Indiabulls Finance Centre, Tower 3 27th – 32nd Floor, Senapati Bapat Marg Elphinstone Road (West) Mumbai 400013. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF LARSEN & TOUBRO LIMITED Report on the Standalone Ind AS Financial Statements We have audited the accompanying standalone Ind AS financial statements of LARSEN & TOUBRO LIMITED (the “Company”), which also includes 29 Joint Operations accounted on a proportionate basis, which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Ind AS Financial Statements The Board of Directors of the Company and those charged with governance of the joint operation referred to above, which is a company incorporated in India, are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the “Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the respective companies and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view, and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under section 143(11) of the Act. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements. PB 235 Opinion In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditors on financial information of joint operations referred to in the Other Matters paragraph below, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date. Other Matters a) We did not audit the financial information of 25 joint operations included in the standalone Ind AS financial statements of the Company whose financial information reflect total assets of r 4,583.15 crore as at March 31, 2018 and total revenues of r 5,285.06 crore and net cash inflows of r 203.19 crore for the year ended on that date, as considered in the standalone Ind AS financial statements. The financial information of these joint operations has been audited by the other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these joint operations and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid joint operations, is based solely on the report of such other auditors. Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of this matter. b) The Statement includes the unaudited financial information of 3 joint operations included in the standalone Ind AS financial statements of the Company whose financial information reflect total assets of r 34.28 crore as at March 31, 2018 and total revenues of r 5.32 crore and net cash outflows of less than r 0.01 crore for the year ended on that date, as considered in the standalone Ind AS financial statement. The financial information of these joint operations is unaudited and have been furnished to us by the Management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on such unaudited financial information. In our opinion and according to information and explanation given to us by the Management, such financial information is not material to the Company. c) The audit of standalone financial statements for the year ended March 31, 2017 were carried out by us jointly with another firm of chartered accountants, and the report had expressed an unmodified opinion in relation thereto. Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the financial information of joint operation, referred to in the Other Matters paragraph above we report, to the extent applicable that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) c) d) In our opinion, proper books of account as required by law have been kept by the Company and its joint operation companies so far as it appears from our examination of those books and the reports of the other auditors; The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of accounts; In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act; e) On the basis of the written representations received from the Directors of the Company as on March 31, 2018 taken on record by the Board of Directors and the report of statutory auditor of its joint operation company incorporated in India, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act; f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and joint operation which are companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s and its joint operation internal financial controls over financial reporting; and g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements; 236 237 ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts and iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH (Partner) (Membership No. 70928) MUMBAI, May 28, 2018 ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Larsen & Toubro Limited (the “Company”) as at March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company as for the year ended on that date which includes internal financial controls over financial reporting of 1 of the 29 joint operations, which is a Company incorporated in India. Management’s Responsibility for Internal Financial Controls The Board of Directors of the Company and those charged with governance of the joint operation referred to above, which is a Company incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company and its joint operation Company incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. 236 237 We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor of the joint operation which is a Company incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditor on internal financial controls system over financial reporting of the joint operation referred to in the Other Matters paragraph below, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting established by the respective Company considering the essential components of internal control stated in the Guidance Note. Other Matters Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to 1 joint operation, which is a Company incorporated in India, is solely based on the report furnished to us by the other auditor of such Company. Our opinion is not modified in respect of this matter. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH (Partner) (Membership No. 70928) MUMBAI, May 28, 2018 ANNEXURE “B” TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Larsen & Toubro Limited of even date) (i) In respect of the Company’s property, plant and equipment: (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment. (b) The Company has a program of physical verification of its property, plant and equipment to cover all the items of property, plant and equipment in a phased manner over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its property, plant and equipment. Pursuant to the program, certain property, plant 238 239 and equipment were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification. (c) According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings (including land whose title deed have been pledged as security against debentures issued by the Company), are held in the name of the Company as at the balance sheet date, except the following: Type of asset Total no. of cases Leasehold / freehold Gross block as at March 31, 2018 Net block as at March 31, 2018 Remarks Land Buildings 3 2 Freehold Freehold 1.27 3.52 1.27 0.73 Conveyance deed pending to be executed as the matter is sub judice. In respect of immovable properties of land and buildings that have been taken on lease and disclosed as property, plant and equipment in the financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement. v crore (ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification between the physical stock and the books of accounts. (iii) According to the information and explanations given to us, the Company has not entered into any contracts or arrangements covered under section 189 of the Act and hence reporting under paragraph 3 (iii) of the Order is not applicable to the Company. (iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. (v) According to the information and explanations given to us, the Company has not accepted any deposits during the year and does not have any unclaimed deposits as at March 31, 2018 and hence, the provisions of the clause 3 (v) of the Order is not applicable to the Company. (vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Act. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Act, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. (vii) According to the information and explanations given to us, in respect of statutory dues: (a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other statutory dues applicable to it to the appropriate authorities. (b) There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, Goods and Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable. (c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Goods and Service Tax and Value Added Tax which have not been deposited as on March 31, 2018 on account of disputes are given below: Name of Statute Nature of Dues Taxability of sub-contractor turnover, rate of tax for declared goods, inter-state sales and non-submission of forms Central Sales Tax Act, Local Sales Tax Acts, Entry Tax and Works Contract Tax Act Forum where Dispute is Pending Supreme Court Period to which Amount Relates Amount Involved (v crore) Amount Unpaid (v crore) 2000-01 to 2006-07 12.12 3.13 238 239 Forum where Dispute is Pending High Court Period to which Amount Relates 1986-87 to1987-88, 1993-94, 1994-95, 1998-99 to 2002-03, 2005-06, 2006-07 to 2012-13 Amount Involved (v crore) Amount Unpaid (v crore) 61.96 54.43 Sales Tax/ VAT Tribunal 1989-90 to 2013-2014 505.84 442.41 Commissioner (Appeal) 1995-1996 to 2013-2016 Commissioner 1994-1995 to 2016-2017 Additional Commissioner 2011-12 to 2012-13 Joint Commissioner 2012-2013 to 2015-2016 35.27 34.36 8.67 2.62 8.67 1.99 10.87 6.27 Joint Commissioner (Appeal) Assistant / Deputy Commissioner Assessing/ Commercial Tax Officer High Court 1995-96 to 2012-13 1,414.85 1,325.03 1996-97 to 2013-14 499.29 497.10 1999-00 to 2001-02, 2013-2014 0.94 0.93 2005-06 , 2007-2008, 2009 to 2011 113.87 85.13 CESTAT 1991-92, 2001-02 to 2011-12 413.35 408.54 Commissioner (Appeal) 2006-07 to 2014-15 25.92 24.85 Commissioner 2012-2013 2.05 2.05 Name of Statute Nature of Dues Central Sales Tax Act, Local Sales Tax Acts, Entry Tax and Works Contract Tax Act Dispute regarding question of law, classification dispute, local VAT and Works contract disputes. Non-submission of forms, classification disputes, inter-state sales turnover, rates of tax of declared goods, classification dispute, disallowance of Entry Tax and other matters Dispute regarding question of law, non-submission of forms, classification dispute, disallowance of setoff, valuation of goods, sales in transit and high sea sales, and other matters. Non submission of forms and other matters Dispute regarding question of law, classification dispute and other matters. Disallowance of CENVAT credit, short payment of service tax, MRP Valuation disputes, dispute regarding classification of services and other matters. Disallowance of CENVAT credit, short payment of service tax, service tax rate dispute, valuation dispute and other matters The Central Excise Act,1944, Service Tax under Finance Act, 1994 and Customs Act, 1962 Mine and Minerals (Regulation and Development) Act, 1957 Demand notice for royalty on alleged use of excavated minor minerals. High Court 2013-2014 to 2015-2016 20.79 10.39 Income-tax Act, 1961 Demand arising out of Regular Assessment/Reassessment ITAT 2004-2005, 2007-2008 to 2012-2013 1,564.30 482.31 240 241 (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks and dues to debenture holders. The Company has not borrowed any funds from the government. (ix) In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under paragraph 3 (ix) of the Order is not applicable to the Company. (x) To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year. (xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. (xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and hence reporting under paragraph 3 (xii) of the Order is not applicable to the Company. (xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Act, where applicable, for all transactions with related parties and the details of such related party transactions have been disclosed in the financial statements as required by the applicable accounting standards. (xiv) According to the information and explanations given to us, during the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under paragraph 3 (xiv) of the Order is not applicable to the Company. (xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Act is not applicable to the Company. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH (Partner) (Membership No. 70928) MUMBAI, May 28, 2018 240 241 Balance Sheet as at March 31, 2018 ASSETS: Non-current assets Property, plant and equipment Capital work-in-progress Investment property Intangible assets Intangible assets under development Financial assets Investments Loans Other financial assets Deferred tax assets (net) Other non-current assets Current assets Inventories Financials assets Investments Trade receivables Cash and cash equivalents Other bank balances Loans Other financial assets Other current assets Group(s) of assets classified as held for sale TOTAL ASSETS Note As at 31-3-2018 v crore v crore As at 31-3-2017 v crore v crore 2 2 3 4 4 5 6 7 49(e) 8 9 10 11 12 13 14 15 16 42 22994.26 1684.13 438.54 4344.98 24454.24 3183.75 1134.12 992.34 3441.78 6272.46 452.10 474.98 193.09 200.77 25116.93 400.62 2929.00 2500.04 6523.22 302.53 396.70 124.67 201.25 22061.03 285.22 2244.35 1762.86 19776.81 1777.54 506.68 6982.08 19921.95 1935.81 1599.91 1905.80 2317.92 37551.21 39130.82 388.00 115610.02 34663.47 33285.14 388.00 102238.44 242 243 Balance Sheet as at March 31, 2018 (contd.) EQUITY AND LIABILITIES: Equity Equity share capital Other equity Total equity Liabilities Non-current liabilities Financial liabilities Borrowings Other financial liabilities Provisions Other non-current liabilities Current liabilities Financial liabilities Borrowings Current maturities of long term borrowings Trade payables Other financials liabilities Other current liabilities Provisions Current tax liabilities (net) TOTAL EQUITY AND LIABILITIES Note As at 31-3-2018 v crore v crore As at 31-3-2017 v crore v crore 17 18 19 20 21 22 23 24 25 26 27 28 280.27 48893.98 186.59 45826.15 49174.25 46012.74 5495.16 108.64 7134.28 88.57 5603.80 472.87 1.27 7222.85 470.68 3.86 4129.57 936.27 31097.11 1870.87 2312.50 1111.59 24338.32 1440.25 38033.82 20853.82 1102.22 367.97 115610.02 29202.66 18186.75 1092.99 45.91 102238.44 CONTINGENT LIABILITIES COMMITMENTS (capital and others ) NOTES FORMING PART OF THE FINANCIAL STATEMENTS 29 30 1 to 64 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No.117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S .N .SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) M. M. CHITALE (DIN 00101004) SUBODH BHARGAVA (DIN 00035672) M. DAMODARAN (DIN 02106990) SUNITA SHARMA (DIN 02949529) Mumbai, May 28, 2018 N. HARIHARAN Company Secretary M. No. A3471 VIKRAM SINGH MEHTA (DIN 00041197) Directors SANJEEV AGA (DIN 00022065) 242 243 Statement of Profit and Loss for the year ended March 31, 2018 2017-18 2016-17 Note v crore v crore v crore v crore INCOME: Revenue from operations Other income Total Income EXPENSES: Manufacturing, construction and operating expenses Cost of raw materials components consumed Excise duty Construction materials consumed Purchase of stock-in-trade Stores, spares and tools consumed Sub-contracting charges Changes in inventories of finished goods, work-in-progress and stock-in-trade and property development Other manufacturing, construction and operating expenses Employee benefits expense Sales, administration and other expenses Finance costs Depreciation, amortisation, impairment and obsolescence Less: Overheads capitalised Total expenses Profit before exceptional items and tax Exceptional items 31 32 33 34 35 36 46 74611.65 1884.82 76496.47 66301.35 1914.96 68216.31 8092.54 149.10 22237.57 1296.62 1815.21 19620.99 (962.36) 6388.59 7370.57 577.49 18493.31 1390.84 1446.67 16775.01 131.59 5817.99 58638.26 5713.59 2836.27 1432.23 1049.46 69669.81 5.19 69664.62 6831.85 430.53 7262.38 49 (a) 49 (a) 1974.07 (98.99) 1675.20 (371.10) 1875.08 5387.30 5387.30 Profit before tax Tax expenses Current tax Deferred tax Profit after tax Carried forward 244 52003.47 5147.38 2671.00 1316.91 1215.19 62353.95 1.51 62352.44 5863.87 893.97 6757.84 1304.10 5453.74 5453.74 245 Statement of Profit and Loss for the year ended March 31, 2018 (contd.) 2017-18 Note v crore v crore 5387.30 2016-17 v crore v crore 5453.74 Brought forward Other Comprehensive Income A. Items that will not be reclassified to Profit or Loss: Gain/(loss) on re-measurements of the defined benefits plan Income tax on re-measurements of the defined benefits plan B. Items that will be reclassified to Profit and Loss Debt instruments through Other Comprehensive Income Income tax on debt instruments through Other Comprehensive Income Exchange differences in translating the financial statements of foreign operations Income tax on exchange differences in translating the financial statements of foreign operations Effective portion of gains and losses on hedging instruments in a cash flow hedge Income tax on effective portion of gains and losses on hedging instruments in a cash flow hedge Cost of hedging reserve Income tax on cost of hedging reserve Other Comprehensive Income for the year [net of tax] Total Comprehensive Income for the year Basic earnings per equity share (R) Diluted earnings per equity share (R) Face value per equity share (R) NOTES FORMING PART OF THE FINANCIAL STATEMENTS 52 52 1 to 64 3.82 (1.32) 0.27 (11.12) (1.41) 0.49 (64.52) 22.40 0.59 (0.14) (12.27) 4.25 2.50 (8.02) (10.85) (10.25) (9.17) (1.08) (6.61) 2.29 (0.92) (4.32) 272.01 (94.34) 3.47 (1.20) 177.67 2.27 157.35 5611.09 39.00 38.86 2.00 (42.12) 0.45 (50.94) 5336.36 38.46 38.37 2.00 244 245 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No.117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S .N .SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) M. M. CHITALE (DIN 00101004) SUBODH BHARGAVA (DIN 00035672) M. DAMODARAN (DIN 02106990) SUNITA SHARMA (DIN 02949529) Mumbai, May 28, 2018 N. HARIHARAN Company Secretary M. No. A3471 VIKRAM SINGH MEHTA (DIN 00041197) Directors SANJEEV AGA (DIN 00022065) Statement of changes in Equity for the year ended March 31, 2018 A. Equity share capital Particulars Issued, subscribed and fully paid up equity shares outstanding at the beginning of the year Add: Shares issued on exercise of employee stock options during the year Add: Bonus shares allotted during the year Issued, subscribed and fully paid up equity shares outstanding at the end of the year 2017-18 2016-17 Number of shares 93,29,65,803 16,38,898 46,67,64,755 1,40,13,69,456 v crore 186.59 0.33 93.35 280.27 Number of shares 93,14,78,845 14,86,958 – 93,29,65,803 Share application money pending allotment Equity component of foreign currency convertible bonds Reserves and surplus Capital reserve Capital reserve on business combination Securities premium account Employee share options (net) Debenture redemption reserve General reserve Items of Other Comprehensive Income Debt instruments through other Comprehen- sive Income Foreign currency translation reserve Hedging reserve Retained earnings v crore 186.30 0.29 – 186.59 (v crore) Total other equity B. Other equity Particulars Balance as at 1-4-2016 Profit for the year (a) Other Comprehensive Income (b) Total Comprehensive Income for the year (a+b) Issue of equity shares Share issue expenses Transfer from/to general reserve/retained earnings during the year Employee share options (net) Dividend paid for the previous year Dividend distribution tax paid for the previous year Balance as at 31-3-2017 Profit for the year (c) Other Comprehensive Income (d) Total Comprehensive Income for the year (c+d) Issue of equity shares Transfer to non- financial assets/liability Share issue expenses Utilised for issue of bonus shares Transfer from/to general reserve/retained earnings during the year Employee share options (net) Transfer under scheme of arrangement Applications during the year Dividend paid for the previous year Dividend distribution tax paid for the previous year Balance as at 31-3-2018 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No.117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 Mumbai, May 28, 2018 246 – – – – – – – – – – – – – – – – – – – – 3.56 – – 3.56 153.20 – – – – – – – – – 153.20 – – – – – – – – – – – – – 153.20 10.52 – – – – – – – – – 10.52 – – – – – – – – – – – – – 10.52 8164.72 – – – 154.18 (0.05) – – – – 8318.85 – – – 137.63 – (0.13) (93.35) – – 0.02 – – – 8363.02 – – – – – – – – – – – – – – – – – – (6.36) – – – (6.36) 242.23 – – – – – (19.61) (45.37) 177.25 – – – – – – – (21.66) (47.00) – – – – 108.59 406.51 25216.49 – – – – – 157.11 – – – – – (49.75) 7710.27 5453.74 (8.02) 5445.72 – – (87.75) – – – – – – (1701.51) (141.20) 356.76 25373.60 11225.53 5387.30 2.50 5389.80 – – – – (102.18) – – – – – – – 102.18 – – – – – – – 21.66 – – – – – – 0.52 – – – – 15.55 – (1960.76) (317.93) 458.94 25395.78 14250.01 4.87 (35.83) (4.32) (4.32) – – – – – – 0.55 – (0.92) (0.92) – – – – – – – – – – (0.37) 179.94 179.94 – – – – – – 144.11 – (41.67) (41.67) – (0.28) – – – – – – – – 102.16 76.03 41949.01 5453.74 157.35 5611.09 154.18 (0.05) – (10.25) (10.25) – – – – – – (45.37) (1701.51) (141.20) 65.78 45826.15 5387.30 (50.94) 5336.36 137.63 (0.28) (0.13) (93.35) – – (10.85) (10.85) – – – – – – – – – – (47.00) 9.73 3.56 (1960.76) (317.93) 54.93 48893.98 S .N .SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) SUBODH BHARGAVA (DIN 00035672) M. DAMODARAN (DIN 02106990) N. HARIHARAN Company Secretary M. No. A3471 VIKRAM SINGH MEHTA (DIN 00041197) Directors M. M. CHITALE (DIN 00101004) SUNITA SHARMA (DIN 02949529) SANJEEV AGA (DIN 00022065) 247 Statement of Cash Flows for the year ended March 31, 2018 A. Cash flow from operating activities: Profit before tax (excluding exceptional items) Adjustments for: Dividend received Depreciation, amortisation, impairment and obsolescence (net) Exchange difference on items grouped under financing/investing activities Effect of exchange rate changes on cash and cash equivalents Interest expense Interest income (Profit)/loss on sale of fixed assets (net) (Profit)/loss on sale of investments (net) [including fair valuation] (Gain)/loss on derivatives at fair value through Profit or Loss Employee stock option-discount forming part of employee benefits expense Operating profit before working capital changes Adjustments for: (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase/(decrease) in trade payables and customer advances Cash (used in)/generated from operations Direct taxes refund/(paid) [net] Net cash (used in)/from operating activities B. Cash flow from investing activities: Purchase of fixed assets Sale of fixed assets (including advance received) Investment in subsidiaries, associates and joint ventures Divestment of stake in subsidiaries, associates and joint ventures Purchase of non- current investments (Purchase)/sale of current investments (net) Change in other bank balance and cash not available for immediate use Deposits/loans (given) - subsidiaries, associates, joint venture companies and third parties Deposits/loans repaid - subsidiaries, associates, joint venture companies and third parties Advance towards equity commitment (addition) Advance towards equity commitment refund Interest received Dividend received from subsidiaries Dividend received from other investments Settlement of derivative contracts related to current investments Consideration received on transfer of Foundry Business unit Net cash (used in)/from investing activities 2017-18 v crore 2016-17 v crore 6831.85 5863.87 (3228.67) 1049.46 (19.71) 1.66 1432.23 (496.89) (60.18) 2233.22 125.74 69.77 7938.48 (12405.09) (705.73) 9757.85 4585.51 (1633.70) 2951.81 (1136.78) 123.32 (3420.51) 1068.38 (75.00) 375.80 371.17 (12708.16) 13698.56 (19.45) – 439.88 502.51 2693.08 (125.74) – 1787.06 (1065.10) 1215.19 (67.40) 0.11 1316.91 (539.31) (23.70) 72.44 56.89 61.77 6891.67 (1558.15) 192.26 1973.38 7499.16 (1519.47) 5979.69 (749.02) 114.35 (3375.61) 3348.24 – (2304.55) (230.85) (19180.19) 20430.65 (6.35) 5.25 830.53 384.72 659.63 (56.89) 83.65 (46.44) 247 246 Statement of Cash Flows for the year ended March 31, 2018 (contd.) C. Cash flow from financing activities: Proceeds from fresh issue of share capital (including share application money) Proceeds from non-current borrowings [Note 62] Repayment of non-current borrowings [Note 62] (Repayments)/proceeds from other borrowings (net) [Note 62] Settlement of derivative contracts related to borrowings Dividends paid Additional tax on dividend Interest paid (including cash flows from interest rate swaps) Net cash (used in)/from financing activities Net (decrease)/increase in cash and cash equivalents (A + B + C) Cash and cash equivalents at beginning of the year (includes R 0.09 crore transferred under scheme of merger - Note [60]) 2017-18 v crore 49.50 1922.70 (3794.12) 1783.81 149.31 (1960.76) (317.93) (1321.87) (3489.36) 1249.51 1938.24 2016-17 v crore 53.32 0.64 (1397.62) (1905.88) 170.51 (1701.51) (141.20) (1151.42) (6073.16) (139.91) 2078.06 Cash and cash equivalents at end of the year 3187.75 1938.15 Notes: 1. Statement of cash flows has been prepared under the indirect method as set out in the Ind AS 7 ”Statement of Cash Flows” as specified in the Companies (Indian Accounting Standards) Rules, 2015. 2. Purchase of fixed assets represents additions to property, plant and equipment, investment property and other intangible assets adjusted for movement of (a) capital-work-in-progress for property, plant and equipment and investment property and (b) intangible assets under development during the year. 3. Cash and cash equivalents included in the Statement of Cash Flows comprise the following: (a) Cash and cash equivalents disclosed under current assets [Note 12] (b) Other bank balances disclosed under current assets [Note 13] (c) Cash and cash equivalents disclosed under non-current assets [Note 7] Total Cash and cash equivalents as per Balance Sheet Add: (i) Unrealised exchange (gain)/loss on cash and cash equivalents Less: (ii) Other bank balances disclosed under current assets [Note 13] Less: (iii) Cash and cash equivalents disclosed under non-current assets [Note 7] Total Cash and cash equivalents as per Statement of Cash Flows 4. Previous year’s figures have been regrouped/reclassified wherever applicable. 2017-18 v crore 3183.75 1134.12 319.52 4637.39 4.00 1134.12 319.52 3187.75 2016-17 v crore 1935.81 1599.91 223.56 3759.28 2.34 1599.91 223.56 1938.15 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No.117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S .N .SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) M. M. CHITALE (DIN 00101004) SUBODH BHARGAVA (DIN 00035672) M. DAMODARAN (DIN 02106990) SUNITA SHARMA (DIN 02949529) Mumbai, May 28, 2018 Directors N. HARIHARAN Company Secretary M. No. A3471 VIKRAM SINGH MEHTA (DIN 00041197) SANJEEV AGA (DIN 00022065) 248 249 Notes forming part of the Financial Statements NOTE [1] Significant Accounting Policies (a) Statement of compliance The Company’s financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations require a different treatment. These financials statements have been approved for issue by the Board of Directors at their meeting held on May 28, 2018. (b) Basis of accounting The Company maintains its accounts on accrual basis following historical cost convention, except for certain financial instruments that are measured at fair value in accordance with Ind AS. Fair value measurements are categorised as below based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety: • • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at measurement date; Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the valuation of assets or liabilities. Above levels of fair value hierarchy are applied consistently and generally, there are no transfers between the levels of the fair value hierarchy unless the circumstances change warranting such transfer. (c) Presentation of financial statements The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7 “Statement of Cash Flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. Amounts in the financial statements are presented in Indian Rupees in crore [1 crore = 10 million] rounded off to two decimal places as permitted by Schedule III to the Companies Act, 2013. Per share data are presented in Indian Rupees to two decimals places. (d) Operating cycle for current and non-current classification Operating cycle for the business activities of the company covers the duration of the specific project/contract/product line/service including the defect liability period wherever applicable and extends up to the realisation of receivables (including retention monies) within the agreed credit period normally applicable to the respective lines of business. (e) Revenue recognition Revenue is recognised based on nature of activity when consideration can be reasonably measured and recovered with reasonable certainty. Revenue is measured at the fair value of the consideration received or receivable and is reduced for estimated customer returns, rebates and other similar allowances. (i) Revenue from operations Revenue for the periods upto June 30, 2017 includes excise duty collected from customers. Revenue from July 1, 2017 onwards is exclusive of goods and service tax (GST) which subsumed excise duty. Revenue also includes adjustments made towards liquidated damages and other variation wherever applicable. Escalation and other claims, which are not ascertainable/acknowledged by customers are not taken into account. A. Sale of goods Revenue from sale of manufactured and traded goods is recognised when the goods are delivered and titles have been passed, provided all the following conditions are satisfied: 1. significant risks and rewards of ownership of the goods are transferred to the buyer; 248 249 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) 2. the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the good sold; 3. the amount of revenue can be measured reliably; 4. it is probable that the economic benefits associated with the transaction will flow to the company; and 5. the costs incurred or to be incurred in respect of the transaction can be measured reliably. B. Revenue from construction/project related activity and contracts for supply/commissioning of complex plant and equipment is recognised as follows: 1. Cost plus contracts: Revenue from cost plus contracts is determined with reference to the recoverable costs incurred during the period plus the margin as agreed with the customer. 2. Fixed price contracts: Contract revenue is recognised only to the extent of cost incurred till such time the outcome of the job cannot be ascertained reliably subject to the condition that it is probable such cost will be recoverable. When the outcome of the contract is ascertained reliably, contract revenue is recognised at cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to-date, to the total estimated contract costs. The estimated outcome of a contract is considered reliable when all the following conditions are satisfied: i. ii. iii. iv. the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the contract will flow to the Company; the stage of completion of the contract at the end of the reporting period can be measured reliably; and the costs incurred or to be incurred in respect of the contract can be measured reliably. Expected loss, if any, on a contract is recognised as expense in the period in which it is foreseen, irrespective of the stage of completion of the contract. For contracts where the aggregate of contract cost incurred to date plus recognised profits (or minus recognised losses as the case may be) exceeds the progress billing, the surplus is shown as due from customers. For contracts where progress billing exceeds the aggregate of contract costs incurred to-date plus recognised profits (or minus recognised losses, as the case may be), the surplus is shown as the amount due to customers. Amounts received before the related work is performed are disclosed in the Balance Sheet as a liability towards advance received. Amounts billed for work performed but yet to be paid by the customer are disclosed in the Balance Sheet as trade receivables. The amount of retention money held by the customers is disclosed as part of other current assets and is reclassified as trade receivables when it becomes due for payment. C. Revenue from property development activity which are in substance similar to delivery of goods is recognised when all significant risks and rewards of ownership in the land and/or building are transferred to the customer and a reasonable expectation of collection of the sale consideration from the customer exists. D. Revenue from property development activity in the nature of a construction contract is recognised based on the ‘percentage of completion method’ (POC) when the outcome of the contract can be estimated reliably upon fulfilment of all the following conditions: 1. all critical approvals necessary for commencement of the project have been obtained; 2. contract costs for work performed (excluding cost of land/developmental rights and borrowing cost) constitute at least 25% of the estimated total contract costs representing a reasonable level of development; 3. at least 25% of the saleable project area is secured by contracts or agreements with buyers; and 4. at least 10% of the total revenue as per the agreements of sale or any other legally enforceable documents is realised at the reporting date in respect of each of the contracts and the parties to such contracts can be reasonably expected to comply with the contractual payment terms. 250 251 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) The costs incurred on property development activities are carried as “Inventories” till such time the outcome of the project cannot be estimated reliably and all the aforesaid conditions are fulfilled. When the outcome of the project can be ascertained reliably and all the aforesaid conditions are fulfilled, revenue from property development activity is recognised at cost incurred plus proportionate margin, using percentage of completion method. Percentage of completion is determined based on the proportion of actual cost incurred to-date, to the total estimated cost of the project. For the purpose of computing percentage of construction, cost of land, developmental rights and borrowing costs are excluded. Expected loss, if any, on the project is recognised as an expense in the period in which it is foreseen, irrespective of the stage of completion of the contract. E. Rendering of services Revenue from rendering services is recognised when the outcome of a transaction can be estimated reliably by reference to the stage of completion of the transaction. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: 1. 2. 3. 4. the amount of revenue can be measured reliably; it is probable that the economic benefits associated with the transaction will flow to the Company; the stage of completion of the transaction at the end of the reporting period can be measured reliably; and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Stage of completion is determined by the proportion of actual costs incurred to-date, to the estimated total costs of the transaction. Unbilled revenue represents value of services performed in accordance with the contract terms but not billed. F. Revenue from contracts for rendering of engineering design services and other services which are directly related to the construction of an asset is recognised on the same basis as stated in (B) supra. G. Commission income is recognised as and when the terms of the contract are fulfilled. H. Government grants, which are revenue in nature and are towards compensation for the qualifying costs incurred by the company, are recognised as other operational income in the Statement of Profit and Loss in the period in which such costs are incurred. Government grant receivable in the form duty credit scrips is recognised as other operational income in the Statement of Profit and Loss in the period in which the application is made to the government authorities and to the extent there is no uncertainty towards its receipt. I. Other operational revenue represents income earned from the activities incidental to the business and is recognised when the right to receive the income is established as per the terms of the contract. (ii) Other income A. Interest income on investments and loans is accrued on a time basis by reference to the principal outstanding and the effective interest rate including interest on investments classified as fair value through profit or loss or fair value through other comprehensive income. Interest receivable on customer dues is recognised as income in the Statement of Profit and Loss on accrual basis provided there is no uncertainty towards its realisation. B. Dividend income is accounted in the period in which the right to receive the same is established. C. Other items of income are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. (f) Exceptional items An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and disclosed as such in the financial statements. 250 251 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) (g) Property, plant and equipment (PPE) PPE is recognised when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and cumulative impairment, if any. PPE acquired on hire purchase basis are recognised at their cash values. Cost includes professional fees related to the acquisition of PPE and for qualifying assets, borrowing costs capitalised in accordance with the Company’s accounting policy. Own manufactured PPE is capitalised at cost including an appropriate share of overheads. Administrative and other general overhead expenses that are specifically attributable to construction or acquisition of PPE or bringing the PPE to working condition are allocated and capitalised as a part of the cost of the PPE. PPE not ready for the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress”. (Also refer to policy on leases, borrowing costs, impairment of assets and foreign currency transactions infra). Depreciation is recognised using straight line method so as to write off the cost of the assets (other than freehold land and properties under construction) less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013, or in the case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/residual value is accounted on prospective basis. Where cost of a part of the asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life. Depreciation on additions to/deductions from, owned assets is calculated pro rata to the period of use. Extra shift depreciation is provided on a location basis. Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying amount of the asset is allocated over its remaining useful life. Assets acquired under finance leases are depreciated on a straight line basis over the lease term. Where there is reasonable certainty that the Company shall obtain ownership of the assets at the end of the lease term, such assets are depreciated based on the useful life adopted by the Company for similar assets. Freehold land is not depreciated. (h) Investment property Properties, including those under construction, held to earn rentals and/or capital appreciation are classified as investment property and are measured and reported at cost, including transaction costs. Depreciation is recognised using straight line method so as to write off the cost of the investment property less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013 or in the case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future benefits embodied in the investment property. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/ residual value is accounted on prospective basis. Freehold land and properties under construction are not depreciated. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of property is recognised in the Statement of Profit and Loss in the same period. (i) Intangible assets Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets. 252 253 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) Research and development expenditure on new products: (i) Expenditure on research is expensed under respective heads of account in the period in which it is incurred. (ii) Development expenditure on new products is capitalised as intangible asset, if all of the following can be demonstrated: A. the technical feasibility of completing the intangible asset so that it will be available for use or sale; B. the company has intention to complete the intangible asset and use or sell it; C. the company has ability to use or sell the intangible asset; D. E. the manner in which the probable future economic benefits will be generated including the existence of a market for output of the intangible asset or intangible asset itself or if it is to be used internally, the usefulness of intangible assets; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and F. the company has ability to reliably measure the expenditure attributable to the intangible asset during its development. Development expenditure that does not meet the above criteria is expensed in the period in which it is incurred. Intangible assets not ready for the intended use on the date of the Balance Sheet are disclosed as “intangible assets under development”. Intangible assets are amortised on straight line basis over the estimated useful life. The method of amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis. Amortisation on impaired assets is provided by adjusting the amortisation charge in the remaining periods so as to allocate the asset’s revised carrying amount over its remaining useful life. (j) Impairment of assets As at the end of each accounting year, the Company reviews the carrying amounts of its PPE, investment property, intangible assets and investments in subsidiary, associate and joint venture companies to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, PPE, investment property and intangible assets are tested for impairment so as to determine the impairment loss, if any. Intangible assets with indefinite life are tested for impairment each year. Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined: (i) in the case of an individual asset, at the higher of the net selling price and the value in use; and (ii) in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use. (The amount of value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of the company suitably adjusted for risks specified to the estimated cash flows of the asset). If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss. 252 253 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) (k) Employee Benefits (i) Short term employee benefits: Employee benefits such as salaries, wages, short term compensated absences, expected cost of bonus, ex-gratia and performance-linked rewards falling due wholly within twelve months of rendering the service are classified as short term employee benefits and are expensed in the period in which the employee renders the related service. (ii) Post-employment benefits: A. Defined contribution plans: The Company’s superannuation scheme, state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the period in which the employee renders the related service. B. Defined benefit plans: The employees’ gratuity fund schemes and employee provident fund schemes managed by board of trustees established by the Company, the post-retirement medical care plan and the Company pension plan represent defined benefit plans. The present value of the obligation under defined benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method. The obligation is measured at the present value of the estimated future cash flows using a discount rate based on the market yield on government securities of a maturity period equivalent to the weighted average maturity profile of the defined benefit obligations at the Balance Sheet date. Re-measurement, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability or asset) and any change in the effect of asset ceiling (if applicable) is recognised in other comprehensive income and is reflected in retained earnings and the same is not eligible to be reclassified to profit or loss. Defined benefit costs comprising current service cost, past service cost and gains or losses on settlements are recognised in the Statement of Profit and Loss as employee benefits expense. Interest cost implicit in defined benefit employee cost is recognised in the Statement of Profit and Loss under finance cost. Gains or losses on settlement of any defined benefit plan are recognised when the settlement occurs. Past service cost is recognised as expense at the earlier of the plan amendment or curtailment and when the company recognises related restructuring costs or termination benefits. In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis. (iii) Long term employee benefits: The obligation recognised in respect of long term benefits such as compensated absences, long service award etc. is measured at present value of estimated future cash flows expected to be made by the Company and is recognised in a similar manner as in the case of defined benefit plans vide (ii)(B) supra. Long term employee benefit costs comprising current service cost and gains or losses on curtailments and settlements, re-measurements including actuarial gains and losses are recognised in the Statement of Profit and Loss as employee benefit expenses. Interest cost implicit in long term employee benefit cost is recognised in the Statement of Profit and Loss under finance cost. (iv) Termination benefits: Termination benefits such as compensation under employee separation schemes are recognised as expense when the Company’s offer of the termination benefit is accepted or when the Company recognises the related restructuring costs whichever is earlier. (l) Leases The determination of whether an agreement is, or contains, a lease is based on the substance of the agreement at the date of inception. (i) Finance leases: A. Leases where the Company has substantially transferred all the risks and rewards of ownership of the related assets to the lessee are classified as finance leases. Assets taken under finance lease are capitalised at the commencement of the lease at the lower of the fair value or the present value of minimum lease payments and a liability is created for 254 255 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period. B. Assets given under a finance lease are recognised as a receivable at an amount equal to the net investment in the lease. Lease income is recognised over the period of the lease so as to yield a constant rate of return on the net investment in the lease. (ii) Operating leases: The leases which are not classified as finance lease are operating leases. A. Lease rentals on assets under operating lease are charged to the Statement of Profit and Loss on a straight line basis over the term of the relevant lease. B. Assets leased out under operating leases are continued to be shown under the respective class of assets. Rental income is recognised on a straight line basis over the term of the relevant lease. (Also refer to policy on depreciation, supra) (m) Financial instruments Financial assets and/or financial liabilities are recognised when the company becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at transaction values and where such values are different from the fair value, at fair value. Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from as the case may be, the fair value of such financial assets or liabilities, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Profit or Loss. In case of funding to subsidiary companies in the form of interest free or concession loans and preference shares, the excess of the actual amount of the funding over initially measured fair value is accounted as an equity investment. A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously. (i) Financial assets: A. All recognised financial assets are subsequently measured in their entirety either at amortised cost or at fair value depending on the classification of the financial assets as follows: 1. Investments in debt instruments that are designated as fair value through profit or loss (FVTPL) - at fair value. 2. Investments in debt instruments that meet the following conditions are subsequently measured at - at amortised cost (unless the same designated as fair value through profit or loss): • • The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. 3. Investment in debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income [FVTOCI] (unless the same are designated as fair value through profit or loss) • • The asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. 254 255 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) 4. Debt instruments at FVTPL is a residual category for debt instruments, if any, and all changes are recognised in profit or loss. 5. 6. 7. Investment in equity instruments issued by subsidiary, associate and joint venture companies are measured at cost less impairment. Investment in preference shares of the subsidiary companies are treated as equity instruments if the same are convertible into equity shares or are redeemable out of the proceeds of equity instruments issued for the purpose of redemption of such investments. Investment in preference shares not meeting the aforesaid conditions are classified as debt instruments at FVTPL. Investments in equity instruments are classified as at FVTPL, unless the related instruments are not held for trading and the Company irrevocably elects on initial recognition to present subsequent changes in fair value in Other Comprehensive Income. B. For financial assets that are measured at FVTOCI, income by way of interest and dividend, provision for impairment and exchange difference, if any, (on debt instrument) are recognised in profit or loss and changes in fair value (other than on account of above income or expense) are recognised in other comprehensive income and accumulated in other equity. On disposal of debt instruments at FVTOCI, the cumulative gain or loss previously accumulated in other equity is reclassified to profit or loss. In case of equity instruments at FVTOCI, such cumulative gain or loss is not reclassified to profit or loss on disposal of investments. C. A financial asset is primarily derecognised when: 1. the right to receive cash flows from the asset has expired, or 2. the company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. On derecognition of a financial asset in its entirety, the difference between the carrying amount measured at the date of derecognition and the consideration received is recognised in Profit or Loss. D. Impairment of financial assets: The company recognises impairment loss on trade receivables using expected credit loss model, which involves use of a provision matrix constructed on the basis of historical credit loss experience as permitted under Ind AS 109. Impairment loss on investments is recognised when the carrying amount exceeds its recoverable amount. (ii) Financial liabilities: A. Financial liabilities, including derivatives and embedded derivatives, which are designated for measurement at FVTPL are subsequently measured at fair value. Financial guarantee contracts are subsequently measured at the amount of impairment loss allowance or the amount recognised at inception net of cumulative amortisation, whichever is higher. All other financial liabilities including loans and borrowings are measured at amortised cost using Effective Interest Rate (EIR) method. B. A financial liability is derecognised when the related obligation expires or is discharged or cancelled. (iii) The Company designates certain hedging instruments, such as derivatives, embedded derivatives and in respect of foreign currency risk, certain non-derivatives, as either fair value hedges, cash flow hedges or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted as cash flow hedges. A. Fair value hedges: Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in Profit or Loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. 256 257 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to Profit or Loss from that date. B. Cash flow hedges: In case of transaction related hedges, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in Other Comprehensive Income and accumulated in equity as ‘hedging reserve’. The gain or loss relating to the ineffective portion is recognised immediately in Profit or Loss. Amounts previously recognised in Other Comprehensive Income and accumulated in equity relating to the effective portion, are reclassified to Profit or Loss in the periods when the hedged item affects profit or loss, in the same head as the hedged item. The effective portion of the hedge is determined at the lower of the cumulative gain or loss on the hedging instrument from inception of the hedge and the cumulative change in the fair value of the hedged item from the inception of the hedge and the remaining gain or loss on the hedging instrument is treated as ineffective portion. In case of time period related hedges, the forward element and the spot element of a forward contract is separated and only the change in the value of the spot element of the forward contract is designated as the hedging instrument. Similarly, wherever applicable, the foreign currency basis spread is separated from the financial instrument and is excluded from the designation of that financial instrument as the hedging instrument in case of time period related hedges. The changes in the fair value of the forward element of the forward contract or the foreign currency basis spread of the financial instrument is accumulated in a separate component of equity as ‘cost of hedging reserve’. The changes in the fair value of such forward element or foreign currency basis spread are reclassified to Profit or Loss as a reclassification adjustment on a straight line basis over the period of the forward contract or the financial instrument. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in Profit or Loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in Profit or Loss. (iv) Compound financial instruments issued by the Company which can be converted into fixed number of equity shares at the option of the holders irrespective of changes in the fair value of the instrument are accounted by separately recognising the liability and the equity components. The liability component is initially recognised at the fair value of a comparable liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The directly attributable transaction costs are allocated to the liability and the equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently. (n) Inventories Inventories are valued after providing for obsolescence, as under: (i) Raw materials, components, construction materials, stores, spares and loose tools at lower of weighted average cost or net realisable value. However, these items are considered to be realisable at cost if the finished products in which they will be used, are expected to be sold at or above cost. (ii) Manufacturing work-in-progress at lower of weighted average cost including related overheads or net realisable value. In some cases, manufacturing work-in-progress are valued at lower of specifically identifiable cost or net realisable value. In the case of qualifying assets, cost also includes applicable borrowing costs vide policy relating to borrowing costs. (iii) Finished goods and stock-in-trade (in respect of goods acquired for trading) at lower of weighted average cost or net realisable value. Cost includes related overheads and excise duty paid/payable on such goods. (iv) Completed property/work-in-progress (including land) in respect of property development activity at lower of specifically identifiable cost or net realisable value. 256 257 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) Assessment of net realisable value is made at each reporting period end and when the circumstances that previously caused inventories to be written-down below cost no longer exist or when there is clear evidence of an increase in net realisable value because of changed economic circumstances, the write-down, if any, in the past period is reversed to the extent of the original amount written-down so that the resultant carrying amount is the lower of the cost and the revised net realisable value. (o) Cash and bank balances Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restrictions on repatriation. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents. (p) Securities premium account (i) Securities premium includes: A. The difference between the face value of the equity shares and the consideration received in respect of shares issued. B. The fair value of the stock options which are treated as expense, if any, in respect of shares allotted pursuant to Stock Options Scheme. (ii) The issue expenses of securities which qualify as equity instruments are written off against securities premium account. (q) Borrowing Costs Borrowing costs include interest expense calculated using the effective interest method, finance charges in respect of assets acquired on finance lease and exchange differences arising on foreign currency borrowings to the extent they are regarded as an adjustment to interest costs. Borrowing costs net of any investment income from the temporary investment of related borrowings that are attributable to the acquisition, construction or production of a qualifying asset are capitalised/inventoried as part of cost of such asset till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised in Profit or Loss in the period in which they are incurred. (r) Share-based payment arrangements The stock options granted to employees pursuant to the Company’s Stock Options Schemes, are measured at the fair value of the options at the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight line basis. The amount recognised as expense in each year is arrived at based on the number of grants expected to vest. If a grant lapses after the vesting period, the cumulative discount recognised as expense in respect of such grant is transferred to the general reserve within equity. The fair value of the stock options granted to employees of the Company by the Company’s subsidiaries is accounted as employee compensation cost over the vesting period and where such fair value is not recovered by the subsidiaries, the same is treated as dividend declared by them. (s) Foreign currencies (i) The functional currency and presentation currency of the company is Indian Rupee. (ii) Transactions in currencies other than the Company’s functional currency are recorded on initial recognition using the exchange rate at the transaction date. At each Balance Sheet date, foreign currency monetary items are reported at the closing spot rate. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance Sheet date at the closing spot rate are recognised in the Statement of Profit and Loss in the period in which they arise except for: A. exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; and B. exchange differences on transactions entered into in order to hedge certain foreign currency risks. 258 259 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) (iii) Financial statements of foreign operations whose functional currency is different than Indian Rupees are translated into Indian Rupees as follows: A. assets and liabilities for each Balance Sheet presented are translated at the closing rate at the date of that Balance Sheet; B. income and expenses for each income statement are translated at average exchange rates; and C. all resulting exchange differences are recognised in Other Comprehensive Income and accumulated in equity as ‘foreign currency translation reserve’ for subsequent reclassification to Profit or Loss on disposal of such foreign operations. (t) Accounting and reporting of information for Operating Segments Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Company to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments. Segment accounting policies are in line with the accounting policies of the Company. In addition, the following specific accounting policies have been followed for segment reporting: i) Segment revenue includes sales and other operational revenue directly identifiable with/allocable to the segment including inter segment revenue. ii) Expenses that are directly identifiable with/allocable to segments are considered for determining the segment result. iii) Most of the centrally incurred costs are allocated to segments mainly on the basis of their respective expected segment revenue estimated at the beginning of the reported period. iv) v) Income which relates to the Company as a whole and not allocable to segments is included in “unallocable corporate income/ (expenditure)(net)”. Segment result includes margins on inter-segment capital jobs, which are reduced in arriving at the profit before tax of the Company. vi) Segment result includes the interest expense incurred on interest bearing advances with corresponding credit included in “unallocable corporate income/(expenditure)(net). vii) Segment results have not been adjusted for the exceptional item attributable to the corresponding segment. The said exceptional item has been included in “unallocable corporate income/(expenditure)(net)”. The corresponding segment assets have been carried under the respective segments without adjusting the exceptional item. viii) Segment assets and liabilities include those directly identifiable with the respective segments. Unallocable corporate assets and liabilities represent the assets and liabilities that relate to the Company as a whole. ix) Segment non-cash expenses forming part of segment expenses includes the fair value of the employee stock options which is accounted as employee compensation cost [Note 1(r) supra] and is allocated to the segment. x) Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price which are either determined to yield a desired margin or agreed on a negotiated basis. (u) Taxes on income Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act,1961 and based on the expected outcome of assessments/appeals. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Company’s financial statements and the corresponding tax bases used in computation of taxable profit and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. 258 259 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) Deferred tax liabilities are generally recognised for all taxable temporary differences including the temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are generally recognised for all taxable temporary differences to the extent that is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head “capital gains” are recognised and carried forward to the extent of available taxable temporary differences or where there is convincing other evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities. Transaction or event which is recognised outside Profit or Loss, either in Other Comprehensive Income or in equity, is recorded along with the tax as applicable. (v) Interests in joint operations The Company as a joint operator recognises in relation to its interest in a joint operation, its share in the assets/liabilities held/ incurred jointly with the other parties of the joint arrangement. Revenue is recognised for its share of revenue from the sale of output by the joint operation. Expenses are recognised for its share of expenses incurred jointly with other parties as part of the joint arrangement. Interests in joint operations are included in the segments to which they relate. (w) Provisions, contingent liabilities and contingent assets Provisions are recognised only when: (i) the Company has a present obligation (legal or constructive) as a result of a past event; (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation. Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received. Contingent liability is disclosed in case of: (i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and (ii) a present obligation arising from past events, when no reliable estimate is possible. Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision. (x) Commitments Commitments are future liabilities for contractual expenditure, classified and disclosed as follows: (i) estimated amount of contracts remaining to be executed on capital account and not provided for; (ii) uncalled liability on shares and other investments partly paid; (iii) funding related commitment to subsidiary, associate and joint venture companies; and 260 261 Notes forming part of the Financial Statements (contd.) NOTE [1] Significant Accounting Policies (contd.) (iv) other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management. Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details. (y) Non-current assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell. (z) Statement of Cash Flows Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method, adjusting the profit before tax excluding exceptional items for the effects of: (i) changes during the period in inventories and operating receivables and payables transactions of a non-cash nature; (ii) non-cash items such as depreciation, provisions, unrealised foreign currency gains and losses; and (iii) all other items for which the cash effects are investing or financing cash flows. Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as at the date of Balance Sheet. (aa) Key sources of estimation The preparation of financial statements in conformity with Ind AS requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates include useful lives of property, plant and equipment & iintangible assets, allowance for doubtful debts/advances, future obligations in respect of retirement benefit plans, expected cost of completion of contracts, provision for rectification costs, fair value measurement etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known. (ab) Business Combination Common control business combination where the Company is transferee is accounted using the pooling of interest method. Assets and liabilities of the combining entities are reflected at their carrying amounts and no new asset or liability is recognised. Identity of reserves of the transferor company is preserved by reflecting them in the same form in the Company’s financial statements in which they appeared in the financial statement of the transferor company. The excess between the amount of consideration paid over the share capital of the transferor company is recognised as a negative amount and the same is disclosed as capital reserve on business combination. The information in the financial statements of the prior period is restated from the date of business combination in case the business combination is approved by statutory authority in the subsequent period. 260 261 Notes forming part of the Financial Statements (contd.) NOTE [2] Property, plant and equipment & capital work-in-progress Class of assets As at 1-4-2017 Additions Business Transfer$ Cost Trf to investment property Foreign currency fluctuation Depreciation Impairment Book value Deductions As at 31-3-2018 Up to 31-3-2017 For the period* Business Transfer$ Trf to investment property Foreign currency fluctuation Deductions Up to 31-3-2018 Up to 31-3-2017 Up to 31-3-2018 As at 31-3-2018 As at 31-3-2017 v crore Land Freehold Leasehold Sub total -Land Buildings Owned Leased out Sub total - Buildings Plant & equipment Owned Leased out Taken on lease Sub total- Plant & equipment Computers Office equipment Furniture and fixtures Vehicles Other assets Ships Aircraft Sub total - Other assets Total # 362.34 85.97 448.31 32.80 – 32.80 2181.33 13.02 2194.35 42.09 – 42.09 – – – – – 24.26 – 24.26 32.10 – 32.10 5209.59 444.27 – – 5212.69 444.27 2.11 0.99 294.83 125.74 54.82 30.28 1.73 – – 1.73 0.34 0.06 142.23 14.04 0.04 182.40 38.97 37.25 – – 195.22 37.25 195.22 – – – – – – – – – – – – – – – – – – 0.03 – 0.03 370.85 85.97 456.82 – 2.49 2.49 – 1.02 1.02 0.32 – 0.32 1.85 – – 1.85 5.73 2185.91 187.24 112.19 0.60 5.73 2198.93 188.44 112.79 13.02 1.20 – 99.11 5558.33 1502.92 700.74 0.28 0.07 99.11 5561.43 1503.92 701.09 0.95 0.05 2.11 0.99 – – 0.02 0.04 12.23 337.78 141.17 62.96 1.77 154.35 70.73 31.70 – – – – – – 0.22 – – 0.22 0.15 0.04 – – – – – – – – – – 3.51 3.51 – – – – – – 370.85 362.34 82.46 83.48 453.31 445.82 0.45 – 0.45 0.10 – 0.10 0.84 – 0.84 298.24 1.80 300.04 87.25 – 87.25 87.25 1800.42 1906.84 11.22 11.82 87.25 1811.64 1918.66 – – – – – – – 0.80 – – 0.80 0.01 0.02 48.30 2156.38 1.23 0.12 48.30 2157.73 – – 15.50 – – 15.50 15.01 3386.94 3691.17 1.16 0.88 0.87 0.94 15.01 3388.69 3693.27 – – 9.42 1.66 202.64 93.06 – 0.01 – 0.01 135.14 153.66 62.77 61.28 0.02 2.16 154.17 46.76 23.80 0.01 – 0.01 1.63 68.95 0.24 0.24 84.98 95.23 0.14 14.20 207.31 56.17 32.75 – – – – 37.25 – 195.22 – 232.47 9.67 – 9.67 4.74 6.15 10.89 – – – – – 0.04 7.16 81.80 – – – – – – – – – 14.41 6.15 20.56 – – – – – 125.51 126.23 – – 22.84 189.07 211.91 27.58 – 27.58 8637.80 852.49 2.17 56.36 2.39 135.23 9303.26 2011.58 984.77 0.43 0.45 0.98 69.01 2928.29 103.00 102.51 6272.46 6523.22 Previous year Add: Capital work-in-progress 8147.89 614.57 – 4.40 (9.71) 110.56 8637.80 1017.63 1024.39 – 0.42 (1.61) 28.41 2011.58 – 103.00 452.10 302.53 6724.56 6825.75 * R 1.13 crore pertains to foreign currency fluctuation, $ R 1.74 crore - Refer to note 60 # Refer to note [46(B)] a. Cost of freehold land includes R 1.27 crore (previous year: R 1.27 crore) for which conveyance is yet to be completed. b. Cost of buildings includes ownership accommodations: i. A. in various co-operative societies, shop-owners’ associations and non-trading corporations: R 67.29 crore, including 2660 shares of R 50 each, 232 shares of R 100 each and 1 share of R 250. (previous year: in various co-operative societies, shop-owners’ associations and non-trading corporations: R 65.51 crore, including 2550 shares of R 50 each, 232 shares of R 100 each and 1 share of R 250). B. in various apartments: R 9.42 crore. (previous year: R 8.96 crore). 262 263 Notes forming part of the Financial Statements (contd.) NOTE [2] (contd.) C. D. in various co-operative societies: R 0.36 crore (previous year: R 6.89 crore) for which share certificates are yet to be issued. in proposed co-operative societies: R 29.90 crore. (previous year: R 27.61 crore). ii. ownership accommodations of R 3.52 crore in respect of which the deed of conveyance is yet to be executed. (previous year: of R 3.53 crore). iii. ownership accommodations of R 7.68 crore representing undivided share in properties at various locations. (previous year: R 7.68 crore). c. Additions during the year and capital work-in-progress include R 11.42 crore (previous year: R 15.55 crore) being borrowing cost capitalised in accordance with Indian Accounting Standard (Ind AS) 23 on “Borrowing Costs”. Asset class wise break-up of borrowing costs capitalised is as follows: Class of assets 2017-2018 2016-2017 v crore Buildings (owned) Plant and Equipment Total 11.35 0.07 11.42 15.29 0.26 15.55 d. The average capitalisation rate for borrowing cost is 7.24 % (previous year: 7.91%). e. In addition to depreciation, obsolescence amounting to R 4.54 crore (previous year: R 22.90 crore) have been recognised in Profit and Loss during the year. f. Owned assets given on operating lease have been presented separately under respective class of assets as “Leased out” pursuant to Ind AS 17 “Leases”. g. Cost as at April 1, 2017 of individual assets has been reclassified wherever necessary. h. Out of its leasehold land at Hazira, the Company has given certain portion of land for the use to its subsidiary company and the lease deed is under execution. i. Depreciation is provided based on useful life supported by the technical evaluation considering business specific usage, the consumption pattern of the assets and the past performance of similar assets. a. Estimated useful life of the following assets is in line with useful life prescribed in schedule II of the Companies Act, 2013: Sr. No. Asset Class Minimum useful life (in years) Maximum useful life (in years) 1. 2. 3. 4. 5. 6. 7. Owned Buildings Owned Plant and Equipment Computer Office Equipment Furniture and Fixture Owned Vehicles Ships 3 8 3 4 10 8 14 60 15 6 5 10 10 14 b. Estimated useful life of following assets is different than useful life as prescribed in schedule II of the Companies Act, 2013. Sr. No. 1. 2. Category of Assets Sub-category of Assets Aircrafts – Owned Vehicles Motor Cars Useful life as per Schedule II (in years) Useful life adopted (in years) 20 8 18 7 262 263 Notes forming part of the Financial Statements (contd.) NOTE [2] (contd.) A Assets used in Heavy Engineering and Shipbuilding Business: Sr. No. Category of Assets Sub-category of Assets Useful life as per Schedule II (in years) Useful life adopted (in years) 1. Plant & Equipment General Boring/Rolling/Drilling/Milling machines Modular Furnace Other Furnaces Horizontal Autoclaves Load bearing structures Cranes 2. Roads Carpeted Roads-other than RCC B. Assets used in Electrical & Automation business: 10-30 5-15 5-30 10-30 50 10-30 5-15 15 5 Sr. No. Category of Assets Sub-category of Assets 1. Plant & Equipment General Specialised machine tools, dies, jigs, fixtures, gauges for electrical business Useful life as per Schedule II (in years) Useful life adopted (in years) 15 5 C. Assets used in Construction business: Sr. No. Category of Assets Sub-category of Assets 1. Photographic equipment Useful life as per Schedule II (in years) Useful life adopted (in years) 15 5 D. Assets used in Metallurgical & Material Handling business: Sr. No. 1. 2. Category of Assets Sub-category of Assets Office Equipment Assets deployed at project site Air conditioning and refrigeration equipment Assets deployed at project site 3. Photographic equipment Assets deployed at project site Useful life as per Schedule II (in years) Useful life adopted (in years) 5 15 15 3 3 3 E. Assets used in Power business: Sr. No. Category of Assets Sub-category of Assets Useful life as per Schedule II (in years) Useful life adopted (in years) 1. Plant & Equipment Site facilities 15 4 j. Carrying value of Property plant and equipment pledged as collateral for liabilities and/or commitments as at March 31, 2018 - R 0.09 crore (as at March 31, 2017: R 0.09 crore) 264 265 Notes forming part of the Financial Statements (contd.) NOTE [3] Investment property Class of assets Land Buildings Total As at 1-4-2017 40.05 391.71 431.76 Additions – 57.58 57.58 Cost Transferred from PPE 10.36 26.64 37.00 Depreciation v crore Book Value Deductions As at 31-3-2018 Upto 31-3-2017 For the year Transferred from PPE Deductions Upto 31-3-2018 As at 31-3-2018 As at 31-3-2017 – 50.41 3.18 3.18 472.75 523.16 – 35.06 35.06 – 13.96 13.96 – 0.39 0.39 – 1.23 1.23 – 50.41 40.05 48.18 424.57 356.65 48.18 474.98 396.70 Previous year 464.04 – 4.40 36.68 431.76 17.14 19.03 0.42 1.53 35.06 396.70 446.90 a. Additions during the year include R 5.80 crore (previous year: R Nil) being borrowing cost capitalised in accordance with Indian Accounting Standard (Ind AS) 23 on “Borrowing Costs”. Asset class wise break-up of borrowing costs capitalised is as follows: R crore Buildings (owned) Total 5.80 5.80 – – Class of assets 2017-18 2016-17 b. Depreciation is provided based on useful life supported by the technical evaluation considering business specific usage, the consumption pattern of the assets and the past performance of similar assets: Sr. No. Class of assets 1. Buildings c. Disclosure pursuant to Ind AS 40 “Investment Property” Minimum useful life (in years) Maximum useful life (in years) 3 60 i. Amount recognised in the Statement of Profit and Loss for investment property: Sr. No. 1. 2. Rental income derived from investment property Particulars Direct operating expenses arising from investment property that generated rental income v crore 2017-18 2016-17 171.63 64.32 149.01 21.12 ii. Fair value of investment property: R 2487.24 crore as at March 31, 2018 (R 3412.55 crore as at March 31, 2017) iii. The fair values of investment properties have been determined with the help of independent valuer on a case to case basis. Fair value of properties that are evaluated by independent valuer is R 2487.24 crore (R 3012.75 crore as at March 31, 2017). Valuation is based on government rates, market research, market trend and comparable values as considered appropriate. 264 265 Notes forming part of the Financial Statements (contd.) NOTE [4] Other Intangible assets & intangible assets under development Cost Amortisation Book value v crore Class of assets As at 1-4-2017 Additions Business Transfer $ Foreing currency fluctuation Deductions As at 31-3-2018 Up to 31-3-2017 For the period Business Transfer $ Deductions Up to 31-3-2018 As at 31-3-2018 As at 31-3-2017 Specialised softwares 182.84 11.42 1.38 Technical know-how 43.96 55.10 New product design and 112.87 48.53 – – development Total # 339.67 115.05 1.38 – – – – – – – – 195.64 146.47 13.08 0.68 99.06 20.36 9.29 161.40 48.17 24.96 – – 456.10 215.00 47.33 0.68 – – – – 160.23 35.41 36.37 29.65 69.41 23.60 73.13 88.27 64.70 263.01 193.09 124.67 Previous year 313.87 31.30 – 0.01 5.51 339.67 175.67 41.88 – 2.55 215.00 Add: Intangible assets under development $ R 0.70 crore - Refer to note 61 # Refer to note [46(B)] a. Additions during the year 200.77 201.25 393.86 325.92 Class of assets Specialised softwares Technical know-how New product design and development Total FY 2017-18 FY 2016-17 Internal development 0.11 – 48.53 48.64 Acquired - external 11.31 55.10 – 66.41 Total 11.42 55.10 48.53 115.05 Internal development – – 3.80 3.80 Acquired - external 6.58 20.93 – 27.51 b. Depreciation is provided based on useful life supported by the technical evaluation considering business specific usage, the consumption pattern of the assets and the past performance of similar assets: v crore Total 6.58 20.93 3.80 31.31 Sr. No. 1. 2. 3. Class of assets Specialised softwares Technical know-how New product design and development Minimum useful life (in years) 3 3 3 Maximum useful life (in years) 6 13 5 266 267 Notes forming part of the Financial Statements (contd.) NOTE [5] Financial Assets: Investments - non-current Particulars (A) Investment in equity instruments (a) Subsidiary companies (b) Associate companies (c) Joint venture companies (d) Other companies (B) Investment in preference shares (Debt portion) of: Subsidiary companies Joint venture companies Details of Investments - non-current Particulars (A) Investments in fully paid equity instruments (a) Subsidiary companies: (i) Investments in fully paid equity instruments: L&T Valves Limited Bhilai Power Supply Company Limited EWAC Alloys Limited Hi-Tech Rock Products & Aggregates Limited Kesun Iron and Steel Company Private Limited L&T Aviation Services Private Limited L&T Capital Company Limited L&T Cassidian Limited [Net of provision R 0.05 crore (previous year: R Nil)] L&T Finance Holdings Limited (quoted) L&T Construction Equipment Limited L&T Metro Rail (Hyderabad) Limited L&T Power Development Limited L&T Power Limited L&T Realty Limited L&T Seawoods Limited L&T Shipbuilding Limited L&T Electricals and Automation Limited L&T Hydrocarbon Engineering Limited L&T Technology Services Limited (quoted) Larsen & Toubro Infotech Limited (quoted) Larsen & Toubro Hydrocarbon International Limited LLC [Net of provision R 0.68 crore (previous year: R Nil)] Carried forward As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 18776.86 4.42 2991.26 136.64 867.35 217.73 16381.00 4.42 2730.25 56.04 21909.18 19171.71 605.10 – 1085.08 22994.26 605.10 19776.81 Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore 100 10 100 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 2 1 SAR 1000 18,00,000 49,950 – 50,000 9,500 4,56,00,000 50,000 50,000 1,27,75,20,203 12,00,00,000 2,20,69,77,333 3,11,27,00,000 51,157 4,71,60,700 1,99,95,50,000 43,06,80,000 74,38,796 1,00,00,50,000 9,08,22,100 14,26,93,637 450 161.23 0.05 – 0.05 0.01 45.60 0.05 – 3468.17 82.82 2206.98 3112.70 0.05 47.16 1999.55 430.68 40.36 1000.05 937.78 118.80 – 161.23 0.05 150.24 0.05 0.01 45.60 0.05 0.04 1468.18 84.32 2062.19 3112.70 0.05 47.16 1999.55 430.68 40.36 1000.05 942.62 119.68 0.68 13652.09 11665.49 267 266 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Investments - non-current (contd.) Particulars (i) Investments in fully paid equity instruments: (contd.) Brought forward Larsen & Toubro LLC Larsen & Toubro (Saudi Arabia) LLC Spectrum Infotech Private Limited (refer to note 60) L&T Infrastructure Engineering Limited L&T Cutting Tools Limited L&T Global Holdings Limited Seawoods Realty Private Limited [Net of provision R 0.01 crore (previous year: R Nil)] Face value per unit v USD 1 SAR 1000 10 10 1000 USD 100 10 Number of units As at 31-3-2018 50,000 625 – 36,00,000 – 80,000 10,000 As at 31-3-2018 v crore As at 31-3-2017 v crore 13652.09 0.23 1.06 – 21.85 – 53.16 – 11665.49 0.23 1.06 6.80 21.85 0.30 53.16 0.01 Seawoods Retail Private Limited [Net of provision R 0.01 crore (previous year: 10 10,000 – 0.01 R Nil)] (ii) Preference shares-(equity portion): 13728.39 11748.91 L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 9,00,00,000 67.78 67.77 preference shares, October 22, 2028. L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 5,00,00,000 37.06 37.06 preference shares, June 24, 2029 L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 11,00,00,000 77.26 77.26 preference shares, April 16, 2030 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at 10 42,18,60,000 300.25 300.25 par preference shares, May 28, 2030. L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at 10 25,00,00,000 177.98 177.98 par preference shares, August 10, 2030. L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at 10 7,50,00,000 53.24 53.24 par preference shares, September 29, 2030. L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at 10 25,90,00,000 181.97 181.97 par preference shares, December 8, 2030. L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at 10 21,60,00,000 153.15 153.15 par preference shares, February 4, 2031. L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 38,80,00,000 276.24 276.23 par preference shares, March 28, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 41,61,29,994 295.40 par preference shares, November 19, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 1,28,70,000 9.16 par preference shares, November 23, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 18,93,29,994 132.00 – – – par preference shares, December 19, 2032 (iii) Preference share considered equity as per terms: 1761.49 1324.91 L&T Seawoods Limited -10% Non-cumulative, optionally convertible redeemable 2 82,60,00,000 826.00 1036.00 preference shares, March 30, 2022. L&T Seawoods Limited -10% Non-cumulative, optionally convertible redeemable 2 4,80,00,000 48.00 48.00 preference shares, May 12, 2022 Carried forward 268 874.00 1084.00 269 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Investments - non-current (contd.) Particulars (iii) Preference share considered equity as per terms: (contd.) Brought forward L&T Seawoods Limited - 10% Non-cumulative, optionally convertible redeemable preference shares, July 14, 2022 L&T Seawoods Limited - 10% Non-cumulative, optionally convertible redeemable preference shares, September 3, 2022 Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore 4,22,50,000 874.00 42.25 1084.00 42.25 4,20,00,000 42.00 42.00 2 2 L&T Hydrocarbon Engineering Ltd - 10% Non-cumulative, optionally convertible 10 50,00,00,000 500.00 500.00 redeemable at par preference shares, February 6, 2029 L&T Hydrocarbon Engineering Ltd - 12% Non-cumulative, optionally convertible 10 13,00,00,000 130.00 130.00 redeemable at par preference shares, October 19, 2030 L&T Hydrocarbon Engineering Ltd - 12% Non-cumulative, optionally convertible 10 13,00,00,000 130.00 130.00 redeemable at par preference shares, March 30, 2031 L&T Uttaranchal Hydropower Limited - 10% Non-cumulative, optionally 2 89,10,50,000 891.05 701.25 convertible redeemable preference shares, July 17, 2029. L&T Realty Limited - 12% Non-cumulative and optionally convertible 10 64,83,00,000 648.30 648.30 redeemable at par preference shares, May 26, 2025. (iv) Other equity investments: L&T Aviation Services Private Limited L&T Shipbuilding Limited Total - (a) = (i)+(ii)+(iii)+(iv) (b) Associate companies: 3257.60 3277.80 0.64 28.74 29.38 18776.86 0.64 28.74 29.38 16381.00 Gujarat Leather Industries Limited [Net of provision R 0.56 crore (previous year: 10 7,35,000 – – R 0.56 crore)] Magtorq Private Limited (c) Joint venture companies: (i) Investments in fully paid equity instruments: Ahmedabad-Maliya Tollway Limited (formerly known as L&T Ahmedabad-Maliya Tollway Limited) [R 1000 (previous year: R 1000 )] L&T Chennai-TADA Tollway Limited [R 1000 (previous year: R 1000)] Devihalli Hassan Tollway Limited (formerly known as L&T Devihalli Hassan Tollway Limited) [R Nil (previous year: R 1000)] L&T Halol-Shamlaji Tollway Limited [R 1000 (previous year: R 1000)] L&T Howden Private Limited L&T Infrastructure Development Projects Limited [Net of provision R 950 crore (previous year: R 950 crore)] L&T Kobelco Machinery Private Limited Krishnagiri Walajahpet Tollway Limited [R Nil (previous year: R 26000)] L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Rajkot-Vadinar Tollway Limited [R 1000 (previous year: R 1000)] Carried forward 100 9,000 4.42 4.42 4.42 4.42 10 10 10 10 10 10 10 10 10 10 10 100 100 – – – – – – – 100 1,50,30,000 31,28,69,096 – 15.03 1746.48 – 15.03 1746.48 2,55,00,000 – 11,93,91,000 36,24,06,000 100 25.50 – 119.39 362.41 – 2268.81 25.50 – 119.39 362.41 – 2268.81 269 268 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Investments - non-current (contd.) Particulars (i) Investments in fully paid equity instruments: (contd.) Brought forward L&T Samakhiali Gandhidham Tollway Limited L&T Special Steels and Heavy Forgings Private Limited L&T Transportation Infrastructure Limited L&T-Sargent & Lundy Limited PNG Tollway Limited Raykal Aluminum Company Private Limited L&T MBDA Missile Systems Limited (ii) Other equity investments: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited (iii) Preference shares-(equity portion): Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore 10 10 10 10 10 10 10 13,000 41,92,84,000 1,08,64,000 27,82,736 2,24,22,660 37,750 25,500 2268.81 0.01 419.28 10.86 0.82 22.42 0.04 0.03 2722.27 2.24 6.10 8.34 2268.81 0.01 419.28 10.86 0.82 22.42 0.04 – 2722.24 2.24 5.77 8.01 – – – L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, 10 15,54,00,000 78.33 non-convertible redeemable at par preference shares, December 8, 2024 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, 10 17,76,00,000 97.91 non-convertible redeemable at par preference shares, December 8, 2025 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, 10 14,20,80,000 84.41 non-convertible redeemable at par preference shares, December 8, 2026 Total - (c) = (i)+(ii)+(iii) (d) Other companies: 260.65 2991.26 – 2730.25 International Seaport Dredging Limited [Net of provision R 15.90 crore (previous 10000 15,899 – – year: R 15.90 crore)] BBT Elevated Road Private Limited Utmal Multi purpose Service Co-operative Society Limited (B Class) (non-trade investments) [R 30,000 (previous year: R 30,000)] Tidel Park Limited [Note 45(f)] VP Global Fibre and Yarns Private Limited [R 20,600 (previous year: R Nil)] The New India Assurance Company Limited ICICI Securities Limited Total - (A) =(a)+(b)+(c)+(d) (B) Investments in preference shares of subsidiary companies: (Fair value debt portion): L&T Shipbuilding Limited - 12% Cumulative, non-convertible redeemable at par preference shares, October 22, 2028 10 100 10 100 10 5 1,00,000 300 0.10 – 0.10 – 40,00,000 206 3,12,498 9,61,520 64.27 – 22.28 50.00 136.65 21909.18 55.94 – – – 56.04 19171.71 10 9,00,00,000 38.70 35.23 L&T Shipbuilding Limited - 12% Cumulative, non-convertible redeemable at par 10 5,00,00,000 20.36 18.53 preference shares, June 24 2029 L&T Shipbuilding Limited - 12% Cumulative, non-convertible redeemable at par 10 11,00,00,000 41.93 37.41 preference shares, April 16, 2030 Carried forward 270 100.99 91.17 271 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Investments - non-current (contd.) Particulars Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore (B) Investments in preference shares of subsidiary companies: (contd.) Brought forward L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 42,18,60,000 100.99 159.32 91.17 142.09 preference shares, May 28, 2030 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 25,00,00,000 92.87 82.81 preference shares, August 10, 2030 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 7,50,00,000 27.55 24.56 preference shares, September 29, 2030 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 25,90,00,000 93.67 83.48 preference shares, December 8, 2030 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 21,60,00,000 77.11 68.71 preference shares, February 4, 2031 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 38,80,00,000 126.12 112.28 preference shares, March 28, 2032 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 41,61,29,994 127.95 preference shares, November 19, 2032 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 1,28,70,000 3.95 preference shares, November 23, 2032 L&T Shipbuilding Limited - 9% Non-cumulative non-convertible redeemable at par 10 18,93,29,994 57.82 – – – preference shares, December 19, 2032 Total - (B) (C) Investments in preference shares of Joint Venture companies: (Fair value debt portion): L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2024 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible 10 17,76,00,000 80.89 redeemable at par preference shares, December 8, 2025 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible 10 14,20,80,000 58.09 redeemable at par preference shares, December 8, 2026 10 15,54,00,000 78.75 867.35 605.10 – – – 270 Total investments non-current (A)+(B)+(C) Details of quoted/unquoted investments: Particulars (a) Aggregate amount of quoted investments and market value thereof; Book value Market value (b) Aggregate amount of unquoted investments; Book value (c) Aggregate amount of impairment in value of investments 217.73 22994.26 – 19776.81 As at 31-3-2018 v crore As at 31-3-2017 v crore 4597.03 2530.48 50537.78 31883.81 18397.23 17246.33 967.21 966.46 271 Notes forming part of the Financial Statements (contd.) NOTE [6] Financials Assets: Loans - non-current Particulars Unsecured security deposits, considered goods: Unsecured security deposits, doubtful: Less: Provision for doubtful security deposits Unsecured long term loan and advances to related parties: Subsidiary companies: As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 78.29 97.55 26.59 26.59 0.45 0.45 – – Inter-corporate deposits [Note 37 &38(A)] 225.50 512.00 Joint venture: Inter-corporate deposits [Note 37 &38(A)] 1379.11 1167.22 Other secured loans, considered good: Loans against mortgage of house property Other unsecured loans, considered good: Advance recoverable in cash Other loans, unsecured, doubtful: Doubtful other loans and advances Less: Allowance for doubtful advances NOTE [7] Other financial assets - non-current Particulars Cash and bank balances not available for immediate use [Note 7(a)] Forward contract receivables Embedded derivative receivables Premium receivable on financial guarantee contracts Advance towards equity commitment - Subsidiary company [Note 38(B)] Other receivables 0.23 1.00 0.74 0.03 15.46 15.46 2.28 2.28 – 1684.13 – 1777.54 As at 31-3-2018 As at 31-3-2017 v crore 319.52 91.54 0.02 1.99 19.45 6.02 438.54 v crore 223.56 273.76 – 3.01 6.35 – 506.68 272 273 Notes forming part of the Financial Statements (contd.) 7(a) Particulars of cash and bank balances not available for immediate use Sr. No. 1 2 3 Particulars Amount received (including interest accrued thereon) from customers of property development business - to be handed over to housing society on its formation Contingency deposits (including interest accrued thereon) received from customers of property development business towards their sales tax liability - to be refunded /adjusted depending on the outcome of the legal case Other bank balances (including interest accrued thereon) not available for immediate use being in the nature of security offered for bids submitted, loans availed etc. Total Less: Amount reflected under current assets [Note 13] Amount reflected under other financial assets - non-current [Note 7] v crore As at 31-3-2018 As at 31-3-2017 24.51 23.51 24.18 23.09 464.61 513.30 193.78 319.52 346.73 393.33 169.77 223.56 NOTE [8] Other non-current assets Particulars Capital advances: Secured Unsecured Advance recoverable other than in cash Current tax receivable (net) NOTE [9] Inventories (at cost or net realisable value whichever is lower) Particulars Raw materials [includes goods-in-transit R 2.46 crore (previous year: R 1.86 crore)] Components [includes goods-in-transit R 17.19 crore (previous year: R 16.30 crore)] Construction materials [includes goods-in-transit R 56.16 crore (previous year: R 55.70 crore)] Manufacturing work-in-progress Finished goods Stock-in- trade [includes goods-in-transit R 26.31 crore (previous year: R 18.77 crore)] Stores and spares [includes goods-in-transit R 3.61 crore (previous year: R 3.59 crore)] Loose tools Property development related work-in-progress [Note 48(b)(iv)] As at 31-3-2018 As at 31-3-2017 v crore 7.84 28.28 1240.66 1652.22 2929.00 v crore – 66.06 640.38 1537.91 2244.35 As at 31-3-2018 As at 31-3-2017 v crore 403.53 286.15 63.10 333.96 154.24 200.15 68.70 3.81 986.40 2500.04 v crore 328.80 264.40 61.59 360.01 221.52 169.68 71.72 3.31 281.83 1762.86 273 272 Note: During the year R 12.87 crore (previous year: R 17.92 crore) was recognised as expense towards write-down of inventory Notes forming part of the Financial Statements (contd.) NOTE [10] Financial Assets: Investments-current Particulars (A) Government and trust securities (B) Debentures and bonds (i) Subsidiary companies (ii) Joint venture companies (iii) Other debentures & bonds (C) Mutual funds Details of current investments Particulars (A) Government and trust securities (quoted): 8.28% Government of India Bonds 2032 8.15% Government of India Bonds 2022 8.33% Government of India Bonds 2026 8.28% Government of India Bonds 2027 9.20% Government of India Bonds 2030 8.32% Government of India Bonds 2032 6.90% Oil Mktg Cos GOI Special Bonds 2026 9.23% Government of India Bonds 2043 7.59% Government of India Bonds 2026 6.79% Government of India Bonds 2029 7.80% Government of India Bonds 2020 6.35% Government of India Bonds 2020 6.79% Government of India Bonds 2029 7.80% Government of India Bonds 2020 7.59% Government of India Bonds 2029 Total - (A) (B) Debentures and bonds (quoted): (i) Subsidiary companies: As at 31-3-2018 As at 31-3-2017 – 769.84 1298.35 v crore 1205.99 2068.19 1070.80 4344.98 22.75 264.42 884.29 v crore 779.59 1171.46 5031.03 6982.08 Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 5,00,000 20,00,000 75,00,000 24,00,000 1,77,84,000 15,00,000 13,00,000 2,45,00,000 10,00,000 10,00,000 33,00,000 1,00,00,000 2,00,00,000 1,00,00,000 1,00,00,000 10.24% L&T Finance Limited -Secured redeemable non-convertible debenture, 1000 – September 17, 2019 (quoted) Total- (i) (ii) Joint venture companies: 8.80% Kudgi Transmission Limited SR-F NCD April 25, 2023 8.80% Kudgi Transmission Limited SR-G NCD April 25, 2024 8.80% Kudgi Transmission Limited SR-H NCD April 25, 2025 8.80% Kudgi Transmission Limited SR-I NCD April 25, 2026 8.80% Kudgi Transmission Limited SR-J NCD April 25, 2027 9.14% Kudgi Transmission Limited SR-K NCD April 25, 2028 9.14% Kudgi Transmission Limited SR-L NCD April 25, 2029 9.14% Kudgi Transmission Limited SR-M NCD April 25, 2030 9.14% Kudgi Transmission Limited SR-N NCD April 25, 2031 9.14% Kudgi Transmission Limited SR-O NCD April 25, 2032 9.50% Kudgi Transmission Limited SR-P NCD April 25, 2033 9.50% Kudgi Transmission Limited SR-Q NCD April 25, 2034 9.50% Kudgi Transmission Limited SR-R NCD April 25, 2035 Carried forward 274 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 150 170 180 200 210 230 240 270 280 290 310 330 360 5.29 21.09 79.57 24.97 198.93 15.98 12.41 293.97 10.14 9.69 34.65 100.89 193.82 104.99 99.60 1205.99 – – 16.93 19.25 20.45 22.75 23.94 26.81 27.63 31.08 32.55 33.95 37.24 39.60 43.25 375.43 5.36 21.65 81.86 25.84 204.55 16.47 12.71 298.13 10.65 – – – – – 102.36 779.59 22.75 22.75 – – – – – – – – – – – – – – 275 Notes forming part of the Financial Statements (contd.) NOTE [10] Details of current investments (contd.) Particulars (ii) Joint Venture companies: (contd.) Brought forward 9.50% Kudgi Transmission Limited SR-S NCD April 25, 2036 9.50% Kudgi Transmission Limited SR-V NCD April 25, 2039 9.50% Kudgi Transmission Limited SR-W NCD April 25, 2040 8.60% LTIDPL NCD December 26, 2026 Total- (ii) (iii) Other debentures and bonds: 10.75% The Tata Power Co. Ltd. NCD August 21, 2072 8.20% PFC Ltd. Tax Free Bonds February 01, 2022 8.46% PFC Ltd. Tax Free Bonds August 30, 2028 1.44% Inflation Indexed Bonds Junuary 05, 2023 8.41% NTPC Ltd. Tax Free Bonds SR-1A December 16, 2023 8.46% REC Ltd. Tax Free Bonds SR-3B August 29, 2028 9.48% BOB Basel III Perpetual Bonds Series V January 09, 2020 8.65% BOB Basel III Perpetual Bonds Series IX August 11, 2022 9.08% Union Bank Sr-XXIV Perpetual Bond May 03, 2022 9.00% YES Bank Ltd. Pertetual October 18, 2022 ECL Finance Ltd. NCD SR-A8L601A January 25, 2018 ECL Finance Ltd. NCD SR-A8L601B January 25, 2018 ECL Finance Ltd. NCD SR-A8L601C January 25, 2018 Edelweiss Finvest Private Limited SR-B8B702A BR NCD March 26, 2018 Edelweiss Finvest Private Limited SR-B8B702B BR NCD March 26, 2018 Edelweiss Finvest Private Limited SR-B8B702C BR NCD March 26, 2018 Edelweiss Finvest Private Limited SR-B8B702D BR NCD March 26, 2018 Edelweiss Finvest Private Limited SR-B8B702E BR NCD March 26, 2018 9.50% YES Bank Ltd. AT1 Pertetual December 23, 2021 Ecap Equities Limited SR- B9A801A March 04, 2019 Ecap Equities Limited SR- B9A801B March 05, 2019 Ecap Equities Limited SR- B9A801C March 06, 2019 Ecap Equities Limited SR- B9A801D March 07, 2019 Ecap Equities Limited SR-B9B801A March 06, 2019 Ecap Equities Limited SR-B9B801B March 07, 2019 Ecap Equities Limited SR-B9B801C March 08, 2019 Ecap Equities Limited SR-B9B801D March 11, 2019 Ecap Equities Limited SR-B9B802A March 11, 2019 Ecap Equities Limited SR-B9B802B March 12, 2019 Ecap Equities Limited SR-B9B802C March 13, 2019 Ecap Equities Limited SR-B9B802D March 14, 2019 Ecap Equities Limited SR-B9B803A March 11, 2019 Ecap Equities Limited SR-B9B803B March 12, 2019 Ecap Equities Limited SR-B9B804A March 12, 2019 Ecap Equities Limited SR-B9B804B March 13, 2019 9.00% Indiabulls Housing Finance Limited LOA July 28, 2018 6.86% IIFCL Tax Free Bonds March 26, 2023 7.18% IRFC Ltd. Tax Free Bonds February 19, 2023 Total- (iii) Total - (B) = (i) + (ii) + (iii) Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore 1000000 1000000 1000000 1000000 1000000 1000 1000000 100 1000 1000000 1000000 1000000 1000000 1000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 1000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 1000000 1000 1000 390 960 1,040 2,500 1,037 6,04,355 27 50,00,000 79,162 70 200 100 500 1,000 – – – – – – – – 250 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 25 – 2,50,000 30,00,000 375.43 46.92 41.78 45.35 260.36 769.84 136.81 72.17 3.74 50.71 9.87 9.70 20.71 10.40 54.23 103.68 – – – – – – – – 26.03 26.68 26.68 26.68 26.68 26.59 26.59 26.59 26.59 26.80 26.80 26.80 26.80 26.40 26.40 25.70 25.70 – 27.76 348.06 1298.35 2068.19 – – – – 264.42 264.42 132.36 74.83 3.83 51.62 10.23 9.92 – – – 27.61 27.61 24.29 24.40 24.40 24.40 24.40 25.24 – 10.86 28.64 359.65 884.29 1171.46 275 274 Notes forming part of the Financial Statements (contd.) NOTE [10] Details of current investments (contd.) Particulars (C) Mutual funds (unquoted): SBI Premier Liquid Fund - Regular Plan HDFC F R I F - STF - WP - Growth Reliance Medium Term Fund - Direct Plan - Growth JM Arbitrage Advantage Fund-Direct-Monthly Dividend Payout JM Balanced Fund Direct Plan - Annual Dividend Payout Option JM Equity Fund Monthly Dividend Payout SBI Premier Liquid Fund - Regular Plan - Growth Birla Sun Life Cash Plus - Regular Plan - Growth ICICI Prudential Flexible Income - Regular Plan - Growth DSP BlackRock Small and Midcap Fund - Reg - Growth BNP Paribas Overnight Fund - Growth Indiabulls Liquid Fund - Growth Kotak Floater - ST - Growth L&T Resurgent India Corporate Bond Fund - Dividend DSP BlackRock India Tiger Fund - Direct - Growth Birla Sun Life Floating Rate Fund - LTP-Direct Plan - Growth Tata Infrastructure Fund - Direct - Growth Reliance Mid & Small Cap Fund - Direct - Growth ICICI Pru Multicap Plan - Direct - Growth Kotak Emerging Equity-Direct-Dividend Reinvestment Axis Enhanced Arbitrage Fund - Direct Growth BSL Pure Value Fund - Growth - Direct JM Equity Fund Quarterly Dividend Payout - Regular JM Balanced Fund - Direct - Quarterly Dividend JM Arbitrage Advantage Fund - Regular Plan - Quarterly Dividend Total - (C) Total current investments (A)+(B)+(C) Details of quoted/unquoted investments: Particulars (a) Aggregate amount of quoted current investments and market value thereof; Book value Market value (b) Aggregate amount of unquoted current investments; Book value (accounted based on NAV) Number of units As at 31-3-2018 Face value per unit v As at 31-3-2018 v crore As at 31-3-2017 v crore 1000 10 1000 10 10 10 1000 100 10 1000 10 10 1000 10 10 10 10 10 10 10 10 10 1000 1000 1000 – – – 20,01,63,935 28,78,90,129 24,74,30,947 – – – – – – – – – – – – – – – – – – – – – – 203.48 571.42 295.90 – – – – – – – – – – – – – – – – – – – 1070.80 4344.98 300.08 56.39 358.46 – – – 1951.09 100.03 307.59 26.55 100.03 50.01 100.03 12.00 53.31 129.25 53.12 52.72 52.98 26.52 25.15 52.54 688.04 134.60 400.54 5031.03 6982.08 As at 31-3-2018 v crore As at 31-3-2017 v crore 3274.18 3274.18 1951.05 1951.05 1070.80 5031.03 276 277 Notes forming part of the Financial Statements (contd.) NOTE [11] Financials Assets - current: Trade receivables Particulars Unsecured: Considered good Considered doubtful Less: Allowance for doubtful debts NOTE [12] Financial Assets - current: Cash and cash equivalents Particulars Balance with banks Cheques and draft on hand Cash on hand Fixed deposits with banks (maturity less than 3 months) NOTE [13] Financials Assets - current: Other bank balances Particulars Fixed deposits with banks Earmarked balances with banks-unclamied dividend Earmarked balances with banks-Section 4(2)(1)(D) of RERA Margin money deposits with banks Cash and bank balances not available for immediate use [Note 7(a)] As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 24454.24 2224.97 26679.21 2224.97 19921.95 1916.66 21838.61 1916.66 24454.24 24454.24 19921.95 19921.95 As at 31-3-2018 As at 31-3-2017 v crore 1798.20 435.01 2.37 948.17 3183.75 v crore 1556.79 365.13 1.78 12.11 1935.81 As at 31-3-2018 As at 31-3-2017 v crore 869.24 63.69 7.38 0.03 193.78 1134.12 v crore 1383.51 46.61 – 0.02 169.77 1599.91 277 276 Notes forming part of the Financial Statements (contd.) NOTE [14] Financials Assets: Loans - current Particulars Unsecured security deposits, considered good: Unsecured security deposits, doubtful Less: Provision for doubtful security deposits Unsecured long term loans and advances to related parties: (i) Subsidiary companies Inter-corporate deposits [Note 37 & 38(A)] (ii) Joint venture companies Inter-corporate deposits [Note 37 & 38(A)] Other secured loans, considered good: Loans against mortgage of house property Other unsecured loans, considered good: Others As at 31-3-2018 As at 31-3-2017 v crore 5.89 5.89 v crore 295.82 v crore v crore 291.68 3.69 3.69 – – 678.04 1595.67 18.20 0.27 0.01 992.34 18.20 0.24 0.01 1905.80 Particulars As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore NOTE [15] Other current financial assets Advances to related parties: Subsidiary companies Associate companies Joint venture companies Advances recoverable in cash Premium receivable on financial guarantee contracts Embedded derivative receivable Doubtful advances: Deferred credit sale of ships Other loans and advances Less: Allowance for doubtful loans and advances 755.52 2658.65 4.34 23.27 700.51 0.80 54.21 27.11 130.15 157.26 157.26 775.51 1454.00 6.82 81.59 706.04 3.96 65.51 26.97 127.39 154.36 154.36 – 3441.78 – 2317.92 278 279 Notes forming part of the Financial Statements (contd.) NOTE [16] Other current assets Particulars As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore Due from customers (construction and project related activity) Due from customers (property development activity) [Note 48(b)(v)] Retention money including unbilled revenue Balances with excise customs port trust Advance recoverable other than in cash Government grants receivable Others Doubtful other loans and advances Less: Provision for doubtful advances NOTE [17] Equity share capital (a) Share capital authorised, issued, subscribed and paid up: Particulars Authorised: Equity shares of R 2 each Issued, subscribed and fully paid up: Equity shares of R 2 each (b) Reconciliation of the number of equity shares and share capital: Particulars Issued, subscribed and fully paid up equity share outstanding at the beginning of the year Add: Shares issued on exercise of employee stock options during the year Add: Shares issued as bonus on July 15, 2017 Issued, subscribed and fully paid up equity shares outstanding at the end of the 25587.80 – 9400.58 53.61 3992.68 93.56 2.59 – 39130.82 4.16 4.16 21340.55 71.28 8027.61 86.52 3712.12 45.57 1.49 – 33285.14 4.16 4.16 As at 31-3-2018 As at 31-3-2017 Number of shares v crore Number of shares v crore 1,62,50,00,000 325.00 1,62,50,00,000 325.00 1,40,13,69,456 280.27 93,29,65,803 186.59 2017-18 2016-17 Number of shares v crore Number of shares v crore 93,29,65,803 186.59 93,14,78,845 186.30 16,38,898 46,67,64,755 0.33 93.35 14,86,958 – 0.29 – year 1,40,13,69,456 280.27 93,29,65,803 186.59 (c) Terms/rights attached to equity shares: The Company has only one class of share capital, i.e., equity shares having face value of R 2 per share. Each holder of equity share is entitled to one vote per share. 278 279 Notes forming part of the Financial Statements (contd.) NOTE [17] Equity share capital (contd.) (d) Shareholder holding more than 5% of equity shares as at the end of the year: Name of the shareholders As at 31-3-2018 As at 31-3-2017 Number of shares Shareholding % Number of shares Shareholding % Life Insurance Corporation of India L&T Employees Welfare Foundation 24,63,52,777 17,21,28,421 17.58 14,64,24,938 12.28 11,47,52,281 Administrator of the Specified Undertaking of the Unit Trust of India – – 6,11,02,860 15.69 12.30 6.55 (e) Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital: Particulars As at 31-3-2018 As at 31-3-2017 Number of equity shares to be issued as fully paid R crore (at face value) Number of equity shares to be issued as fully paid R crore (at face value) Employee stock options granted and outstanding # 42,65,623@ 0.85* 42,47,360 0.85* 0.675% 5 years & 1 day US$ denominated foreign currency convertible bonds (FCCB) ## 95,20,455@ 1.90** 63,46,986 1.27** * The equity shares will be issued at a premium of R 94.42 crore (previous year: R 146.71 crore) ** The equity shares will be issued at a premium of R 1214.50 crore (previous year: R 1215.13 crore) on the exercise of options by the bond holders # Note 17 (h) for terms of employee stock option schemes ## Note 19 (b) for terms of foreign currency convertible bonds @ The number of options have been adjusted consequent to bonus issue wherever applicable (f) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately preceding five years ended March 31, 2018 are 77,50,59,331 (previous period of five years ended March 31, 2017: 30,82,94,576 shares) (g) The aggregate number of equity shares issued pursuant to contract, without payment being received in cash in immediately preceding last five years ended on March 31, 2018 – Nil (previous period of five years ended March 31, 2017: Nil) (h) Stock option schemes i. Terms: A. The grant of options to the employees under the stock option schemes is on the basis of their performance and other eligibility criteria. The options are vested equally over a period of 4 years [5 years in the case of series 2006(A)], subject to the discretion of the management and fulfillment of certain conditions. B. Options can be exercised anytime within a period of 7 years from the date of grant and would be settled by way of issue of equity shares. Management has discretion to modify the exercise period. 280 281 Notes forming part of the Financial Statements (contd.) NOTE [17] Equity share capital (contd.) ii. The details of the grants under the aforesaid schemes under various series are summarized below: Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 Series reference Grant price - (R) Grant dates Vesting commences on Options granted and outstanding at the beginning of the year Options lapsed prior to bonus Options granted prior to bonus Options exercised prior to bonus Options outstanding as on July 14, 2017 ** Adjusted options as on July 14, 2017** consequent to bonus issue Options lapsed post bonus issue Options granted post bonus issue Options exercised post bonus issue Options granted and outstanding at the end of the year Of which Options vested Options yet to vest 14 Weighted average remaining 2000 2002 (A) 2003 ( A) 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 400.70 400.70 267.10* 11.70 267.10* 2002 (B) 2006(A) 2003(B) 7.80* 2.30 2.30 2.30 2006 2.00* 1-6-2000 1-6-2001 2.00* 19-4-2002 19-4-2003 2.00* 19-4-2002 19-4-2003 7.80* 11.70 23-5-2003 onwards 23-5-2004 onwards 23-5-2003 onwards 23-5-2004 onwards 1-9-2006 onwards 1-9-2007 onwards 1-7-2007 onwards 1-7-2008 onwards 13,200 – – – 13,200 19,800 – – – 25,200 – – 12,000 – – – – – 32,250 – – – 32,250 48,375 – – – 32,250 – – – – – – – – 59,550 – – – 59,550 89,325 – – – 59,550 – – – 47,178 – – – 47,178 4,27,131 5,26,919 1,76,584 2,57,366 34,91,467 48,44,579 35,747 1,08,685 4,54,865 6,200 3,84,450 45,035 4,94,210 12,82,697 41,662 – 89,100 17,700 29,789 1,47,226 – – 39,708 – – – – – – – – – 47,178 – 4,15,042 – 1,36,876 – 28,94,772 70,767 – – – – 6,22,567 49,313 – – 71,600 – 1,56,962 – 2,05,321 – 2,02,516 – – 2,805 – – 43,42,684 – 4,51,376 – 5,73,580 – 9,15,424 – – – – – 19,800 13,200 48,375 32,250 89,325 59,550 70,767 47,178 4,87,892 4,27,131 – 1,76,584 35,49,464 34,91,467 19,800 – 13,200 – 48,375 – 32,250 – 89,325 – 59,550 – 70,767 – 47178 1,30,806 75,692 – 3,57,086 3,51,439 – 1,76,584 15,63,209 17,46,787 – 19,86,255 17,44,680 – contractual life of options (in years) Nil Nil Nil Nil Nil Nil Nil Nil 4.72 4.98 Nil Nil 3.74 3.48 *Current year grant restated pursuant to the issue of bonus shares ** Record date: July 14, 2017 iii. The number and weighted average exercise price of stock options are as follows: 2017-18 2016-17 Particulars No. of stock options (A) Options granted and outstanding at the beginning of the year 42,47,360 (B) Options granted pre bonus issue (C) Options allotted pre bonus issue (D) Options lapsed pre bonus issue (E) Options granted and outstanding prior to bonus issue (F) Adjusted options consequent to bonus issue (G) Options granted post bonus issue (H) Options allotted post bonus issue (I) Options lapsed post bonus issue (J) Options granted and outstanding at the end of the year (K) Options exercisable at the end of the year out of (J) supra 23,900 5,63,707 1,08,685 35,98,868 53,98,839 6,45,180 10,75,191 7,03,205 42,65,623 19,22,282 Weighted average exercise price (R) 347.41 112.61 380.14 400.70 339.12 226.07 238.32 229.25 248.92 223.35 218.19 No. of stock options 57,93,042 4,73,550 14,86,958 5,32,274 – – – – – Weighted average exercise price (R) 354.10 327.51 358.97 370.25 – – – – – 42,47,360 21,51,241 347.41 359.04 281 280 Notes forming part of the Financial Statements (contd.) NOTE [17] Equity share capital (contd.) iv. Weighted average share price at the date of exercise for stock options exercised during the year is R 1106.67 (previous year: R 1386.19) per share. v. A. In respect of stock options granted pursuant to the Company’s stock options schemes, the fair value of the options is treated as discount and accounted as employee compensation over the vesting period. B. Expense on Employee Stock Option Schemes debited to the Statement of Profit and Loss during 2017-18 is R 68.98 crore (previous year: R 60.35 crore) net of recoveries of R 0.79 crore (previous year: R 1.42 crore) from its group companies towards the stock options granted to deputed employees, pursuant to the employee stock option schemes (Note 34). The entire amount pertains to equity-settled employee share-based payment plans. vi. During the year, the Company has recovered R 7.16 crore (previous year: R 13.81 crore) from its subsidiary companies towards the stock options granted to their employees, pursuant to the Employee Stock Option Schemes. vii. Weighted average fair values of options granted during the year is R 965.25 (previous year: R 1056.73) per option viii. The fair value has been calculated using the Black-Scholes Option Pricing Model and the significant assumptions and inputs to estimate the fair value of options granted during the year are as follows: Particulars Sr. No. (A) Weighted average risk-free interest rate (B) Weighted average expected life of options (C) Weighted average expected volatility (D) Weighted average expected dividends over the life of the option (E) Weighted average share price (F) Weighted average exercise price (G) Method used to determine expected volatility 2017-18 2016-17 6.83% 4.17 years 27.92% R 58.37 per option R 1178.47 per option R 229.73 per share 6.72% 4.08 years 30.79% R 74.52 per option R 1355.66 per option R 327.51 per share Expected volatility is based on the historical volatility of the Company’s share price applicable to the total expected life of each option. ix. The balance in share options (net) account as at March 31, 2018 is R 108.59 crore (previous year: R 177.25 crore), including R 76.12 crore (previous year: R 117.36 crore) for which the options have been vested to employees as at March 31, 2018. (i) Capital management: The Company continues its policy of a conservative capital structure which has ensured that it retains the highest credit rating even amidst an adverse economic environment. Low gearing levels also equip the Company with the ability to navigate business stresses on one hand and raise growth capital on the other. This policy also provides flexibility of fund raising options for future, which is especially important in times of global economic volatility. The gross debt equity ratio is 0.21:1 as at March 31, 2018 (as at March 31, 2017 0.23:1). (j) During the year ended March 31, 2018, the Company paid the final dividend of R 14 per equity share for the year ended March 31, 2017 amounting to R 1960.76 crore and dividend distribution tax of R 317.93 crore. (k) On May 28, 2018, the Board of Directors has recommended the final dividend of R 16 per equity share for the year ended March 31, 2018 subject to approval from shareholders. On approval, the total dividend payment based on number of shares outstanding as at March 31, 2018 is expected to be R 2242.19 crore and the payment of dividend distribution tax is expected to be R 357.60 crore. 282 283 Notes forming part of the Financial Statements (contd.) NOTE [18] Other equity Particulars Share application money pending allotment Equity component of foreign currency convertible bonds## Capital reserve * Capital reserve on business combination ** Securities premium account [Note 1(p)] Employee share options (net) [Note 1(r)] Employee share options outstanding Deferred employee compensation expense Debenture redemption reserve ^ General reserve # Retained earnings Foreign currency translation reserve [Note 1(s)(iii)] Hedging reserve [Note 1(m)] Cash flow hedging reserve Cost of hedging reserve Debt instruments through Other Comprehensive Income [Note 1(m)] As at 31-3-2018 As at 31-3-2017 v crore v crore v crore 3.56 153.20 10.52 (6.36) 8363.02 211.51 (102.92) 275.26 (98.01) 108.59 458.94 25395.78 14250.01 (0.37) 102.16 54.93 48893.98 114.50 (12.34) 156.91 (12.80) v crore – 153.20 10.52 – 8318.85 177.25 356.76 25373.60 11225.53 0.55 144.11 65.78 45826.15 * Capital reserve: It represents the gains of capital nature which mainly include the excess of value of net assets acquired over consideration paid by the Company for business amalgamation transactions in earlier years. ** Capital reserve on business combination: It arises on transfer of business between entities under common control. It represents the difference, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor [refer to note 1(ab)]. ^ Debenture redemption reserve (DRR): The Company has issued redeemable non-convertible debentures and created DRR out of the profits of the Company in terms of the Companies (Share capital and Debenture) Rules, 2014 (as amended). The Company is required to maintain a DRR of 25% of the value of debentures issued, either by a public issue or on a private placement basis. The amounts credited to the DRR shall not be utilised by the Company except to redeem the debentures. # General reserve: The Company created a General reserve in earlier years pursuant to the provisions of the Companies Act, 1956 wherein certain percentage of profits were required to be transferred to General Reserve before declaring dividends. As per Companies Act 2013, the requirements to transfer profits to General Reserve is not mandatory. General reserve is a free reserve available to the Company. ## Equity component of foreign currency convertible bonds: Pursuant to Ind AS 32, Foreign Currency Convertible Bonds (FCCB) issued by the Company are split into equity and liability component and presented under other equity and financial liabilities respectively. 282 283 Notes forming part of the Financial Statements (contd.) NOTE [19] Financial Liabilities: Borrowings - non-current Particulars Secured Unsecured Total Secured Unsecured Total v crore v crore v crore v crore v crore v crore As at 31-3-2018 As at 31-3-2017 Redeemable non-convertible fixed rate debentures [Note 19(a)(i) & (ii)] – 2179.85 2179.85 408.55 2179.48 2588.03 Redeemable non-convertible inflation linked debentures [Note 19(a)(iii)] 116.96 116.96 113.61 113.61 0.675% Foreign currency convertible bonds [Note 19(b)] 1245.64 1245.64 1201.78 1201.78 Term loan from banks [Note 19(c)] 1952.51 1952.51 3230.58 3230.58 Sales tax deferment loan [Note 19(d)] Finance lease – – 0.20 0.20 0.08 0.20 0.08 0.20 – 5495.16 5495.16 408.55 6725.73 7134.28 19(a) (i) Secured redeemable non-convertible fixed rate debentures (privately placed): Face value per debenture (R) Date of allotment As at 31.3.2018 R crore As at 31.3.2017 R crore Interest for the year 2017-2018 Terms of repayment for debentures outstanding as at 31.3.2018 1000000 January 5, 2009 408.58 408.55 9.15% p.a. payable annually Redeemable at face value at the end of 10th year from the date of allotment. Total Less: 408.58 408.55 408.58 – Current maturity of long term borrowings [Note 24] – 408.55 Borrowings non-current [Note 19] Security: The debentures are secured by way of a first charge having pari passu rights on the immovable property at certain locations and part of a movable property of a business division, both present and future. 19(a) (ii) Unsecured redeemable non-convertible fixed rate debentures (privately placed): Sr. No. Face value per debenture (R) Date of allotment 1000000 April 10, 2012 As at 31.3.2018 R crore As at 31.3.2017 R crore 273.51 273.39 1000000 May 26, 2011 322.61 322.52 1000000 May 11, 2010 324.22 324.14 1. 2. 3. 284 Interest for the year 2017-18 Terms of repayment for debentures outstanding as at 31.3.2018 9.75% p.a. payable annually Redeemable at face value at the end of 10th year from the date of allotment. 8.95% p.a. payable annually Redeemable at face value at the end of 10th year from the date of allotment. 9.15% p.a. payable annually Redeemable at face value at the end of 10th year from the date of allotment. 285 Notes forming part of the Financial Statements (contd.) NOTE [19] 19(a) (ii) Unsecured redeemable non-convertible fixed rate debentures (privately placed): (contd.) Sr. No. Face value per debenture (R) Date of allotment 1000000 April 13, 2010 As at 31.3.2018 R crore As at 31.3.2017 R crore 216.89 216.83 1000000 September 24, 2015 1042.62 1042.60 4. 5. Interest for the year 2017-18 Terms of repayment for debentures outstanding as at 31.3.2018 8.80% p.a. payable annually Redeemable at face value at the end of 10th year from the date of allotment. 8.40% p.a. payable annually Redeemable at face value at the end of 5th year from the date of allotment. Total 2179.85 2179.48 Borrowings – non current [Note 19] 19(a) (iii) Unsecured redeemable non-convertible inflation linked debentures: Face value per debenture (R) Date of allotment As at 31-3-2018 R crore As at 31.3.2017 R crore Interest for the year 2017-18 Terms of repayment for debentures outstanding as on 31.3.2018 1000000 May 23, 2013 116.96 113.61@ 1.65% p.a. payable on Inflation Adjusted Principal as on the date of coupon payment Redeemable at the end of 10th year from the date of allotment. Redemption value calculated as [{Average Ref WPI (on Maturity Date) / Average Ref WPI (on Issue Date)} * Face Value] with Floor Rate as 3 % and Cap Rate as 12%. WPI here refers to Wholesale Price Index @ The principal amount has been calculated as [{Average Ref WPI as at reporting period/Average Ref WPI (as at 23/5/2013)} x Face Value] 19(b) Foreign Currency Convertible Bonds: 0.675% US$ denominated 5 years & 1 day Foreign Currency Convertible Bonds (FCCB) carried at R 1245.64 crore as at March 31, 2018 (as at March 2017: R 1201.78 crore) represent 1,000 bonds of US$200000 each. The bonds are convertible into the Company’s fully paid equity shares of R 2 each at a conversion price of R 1277.67 per share (Pre bonus conversion price was R 1916.50 per share) at the option of the bond holders at any time on and after December 1, 2014 up to October 15, 2019. The bonds are redeemable, subject to fulfillment of certain conditions, in whole but not in part, at the option of the Company, on or at any time after October 22, 2017 but not less than seven business days prior to the maturity date, at the principal amount together with accrued interest (calculated up to but excluding the date of redemption) on the date fixed for redemption, unless the bonds have been previously redeemed, converted or purchased and cancelled. 284 285 Notes forming part of the Financial Statements (contd.) NOTE [19] (contd.) 19(c) Details of term loans (unsecured): Foreign currency loans: Sr. No. As at 31-3-2018 R crore As at 31-3-2017 R crore Rate of Interest Terms of repayment of term loan outstanding as at 31-03-2018 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Total Less: – – 1288.32 USD LIBOR + Spread Repaid on August 23, 2017 642.97 USD LIBOR + Spread Repaid on August 23, 2017 326.21 323.96 USD LIBOR + Spread Repayment due on July 2, 2018 – – – – – – – 129.51 USD LIBOR + Spread Repaid on September 27, 2017 162.14 USD LIBOR + Spread Repaid on July 14, 2017 157.56 USD LIBOR + Spread Repaid on September 14, 2017 203.87 USD LIBOR + Spread Repaid on September 14, 2017 452.61 USD LIBOR + Spread Repaid on September 14, 2017 549.57 USD LIBOR + Spread Repaid on September 14, 2017 193.22 USD LIBOR + Spread Repaid on August 30, 2017 38.04 75.61 USD LIBOR + Spread Repayable in 6 equal installments payable annually from September 18, 2013 to September 18, 2017 with the final installment due on June 18, 2018 163.36 162.13 USD LIBOR + Spread Repayable on October 19, 2018 1301.68 650.83 – – 2480.12 4341.47 USD LIBOR + Spread Repayable on October 21, 2019 USD LIBOR + Spread Repayable on November 4, 2019 527.61 1110.89 Current maturity of long term borrowings [Note 24] 1952.51 3230.58 Borrowings non-current [Note 19] Loans guaranteed by directors - R Nil (previous year: R Nil) 19(d) Sales tax deferment loan (unsecured): Sr. No. As at 31-3-2018 R crore As at 31-3-2017 R crore Rate of Interest Terms of repayment as at March 31, 2018 1 2 Total Less: 0.08 – 0.08 0.08 – 0.16 0.12 0.28 0.20 0.08 Interest Free Repayable in 1 annual installments of R 0.08 crore ending April 26, 2018 Current maturity of long term borrowings [Note 24] Borrowings non-current [Note 19] 286 287 Notes forming part of the Financial Statements (contd.) NOTE [20] Other financial liabilities - non-current Particulars Forward contract payables Embedded derivative payables Financial guarantee contracts Due to others NOTE [21] Provisions - non-current Particulars Employee pension scheme [Note 50(a)] Post-retirement medical benefits plan [Note 50(a)] NOTE [22] Other non-current liabilities Particulars Other payables (Deferred income on day one fair valuation of financial instrument) NOTE [23] Financial Liabilities: Borrowings - current As at 31-3-2018 As at 31-3-2017 v crore 17.82 75.79 9.27 5.76 108.64 v crore 26.94 22.46 11.83 27.34 88.57 As at 31-3-2018 As at 31-3-2017 v crore 301.13 171.74 472.87 v crore 290.29 180.39 470.68 As at 31-3-2018 As at 31-3-2017 v crore 1.27 v crore 3.86 Particulars Secured Unsecured Total Secured Unsecured Total As at 31-3-2018 As at 31-3-2017 Loans repayable on demand from banks [Note 23(b)] Short term loan and advances from banks [Note 23(b)] Commercial paper Loans from related parties: v crore v crore v crore 20.06 96.53 – – 3586.68 – 20.06 3683.21 – v crore 223.52 216.06 – v crore v crore – 1424.69 442.71 223.52 1640.75 442.71 Subsidiary companies – 426.30 426.30 – 5.52 5.52 116.59 4012.98 4129.57 439.58 1872.92 2312.50 23(a) Loans guaranteed by directors R Nil (previous year: R Nil) 23(b) Loans repayable on demand from banks include fund based working capital facilities viz. cash credits and demand loans. The secured portion of loans repayable on demand from banks, short term loans and advances from the banks, working capital facilities and other non-fund based facilities viz. bank guarantees and letter of credit, are secured by hypothecation of inventories and trade receivables. Amount of inventories and trade receivables that are pledged as collateral: R 6026.53 crore as at March 31, 2018 (March 31, 2017: R 6149.71 crore) 286 287 Notes forming part of the Financial Statements (contd.) NOTE [24] Financial liabilities: Current maturities of long term borrowings Particulars Secured: Redeemable non-convertible fixed rate debentures [Note 19(a)(i)] Unsecured: Term loans from banks [Note 19(c)] Sales tax deferment loan [Note 19(d)] Finance lease obligation 24(a) Loans guaranteed by directors v Nil (previous year v Nil) NOTE [25] Financial liabilities-current: Trade payables Particulars Acceptances Due to related parties: Subsidiary companies Associate companies Joint venture companies Micro and small enterprises [Note 57] Due to others NOTE [26] Other financial liabilities - current Particulars Unclaimed dividend Embedded derivative payables Financial guarantee contracts Due to others [Note 26(a)] As at 31-3-2018 As at 31-3-2017 v crore 408.58 527.61 0.08 – 936.27 v crore – 1110.89 0.20 0.50 1111.59 As at 31-3-2018 As at 31-3-2017 v crore v crore 478.07 v crore v crore 399.78 767.28 2.92 1017.61 638.02 4.16 1836.27 1787.81 137.97 28693.26 31097.11 2478.45 112.34 21347.75 24338.32 26(a) Due to others include due to directors R 49.11 crore (previous year: R 55.58 crore). NOTE [27] Other current Liabilities Particulars Due to customers (construction related activity) Due to customers (property development projects) Advances from customers Other payables 288 As at 31-3-2018 As at 31-3-2017 v crore 63.69 61.34 6.22 1739.62 1870.87 v crore 46.61 111.23 8.88 1273.53 1440.25 As at 31-3-2018 As at 31-3-2017 v crore 5236.21 110.24 14070.34 1437.03 20853.82 v crore 4231.98 57.88 12640.03 1256.86 18186.75 289 Notes forming part of the Financial Statements (contd.) NOTE [28] Current liabilities: Provisions Particulars Provision for employee benefits: Gratuity [Note 50(a)] Compensated absences Employee pension scheme [Note 50(a)] Post-retirement medical benefits plan [Note 50(a)] Others: Other provisions (Ind AS 37 Related) [Note 54] NOTE [29] Contingent liabilities Particulars (a) Claims against the Company not acknowledged as debts (b) Sales tax liability that may arise in respect of matters in appeal (c) Excise duty/service tax/customs duty liability that may arise including those in respect of matters in appeal/challenged by the Company in Writ (d) Income tax liability that may arise in respect of which the Company is in appeal (e) Corporate guarantees for debt given on behalf of subsidiary companies/ joint venture companies (f) Corporate and bank guarantees for performance given on behalf of subsidiary companies (g) Contingent liabilities, if any, incurred in relation to interests in joint operations (h) Share in contingent liabilities of joint operations for which the Company is contingently liable (i) Contingent liabilities in respect of liabilities of other joint operators of joint operations Notes: As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 91.10 515.34 22.58 7.09 71.94 518.64 22.46 5.25 636.11 466.11 1102.22 618.29 474.70 1092.99 As at 31-3-2018 As at 31-3-2017 v crore 2113.67 170.25 193.33 423.22 7424.61 20305.06 7267.96 139.20 6576.16 v crore 1815.23 162.42 86.61 460.55 8450.61 16384.12 7018.24 53.24 6230.96 1. 2. 3. 4. 5. The Company does not expect any reimbursements in respect of the above contingent liabilities. It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) to (d) above pending resolution of the arbitration/appellate proceedings. Further, the liability mentioned in (a) to (d) above includes interest except in cases where the Company has determined that the possibility of such levy is remote. In respect of matters at (e), the cash outflows, if any, could generally occur up to ten years, being the period over which the validity of the guarantees extends except in a few cases where the cash outflows, if any, could occur any time during the subsistence of the borrowing to which the guarantees relate. In respect of matters at (f), the cash outflows, if any, could generally occur up to three years, being the period over which the validity of the guarantees extends. In respect of matters at (g) to (i), the cash outflows, if any, could generally occur up to completion of projects undertaken by the respective joint operations. 288 289 Notes forming part of the Financial Statements (contd.) NOTE [30] Commitments Particulars As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore (a) Estimated amount of contracts remaining to be executed on capital account (net of advances) (i) Estimated amount of contracts remaining to be executed on Property, 675.07 533.49 plant & equipment (ii) Estimated amount of contracts remaining to be executed on Investment Property (iii) Estimated amount of contracts remaining to be executed on Intangible assets under development 0.01 0.05 – – 675.13 715.45 533.49 1063.20 (b) Funding committed by way of equity/loans to subsidiary/joint venture companies NOTE [31] Revenue from operations Particulars Sales and service: Construction and project related activity [Note 48(a)(i)] Manufacturing and trading activity Property development activity [Note 48(b)(i)] Engineering and service fees Servicing Commission Other operational income: Income from hire of plant and equipment Lease rentals Income from services to Group companies Premium earned (net) on related forward exchange contracts Miscellaneous Income 2017-18 2016-17 v crore v crore v crore v crore 66978.07 5575.56 96.68 18.74 666.64 159.80 122.03 74.08 326.71 36.02 557.32 58498.42 5730.98 403.18 24.73 597.88 140.81 73495.49 65396.00 80.28 67.79 207.61 48.45 501.22 1116.16 74611.65 905.35 66301.35 290 291 Notes forming part of the Financial Statements (contd.) NOTE [32] Other income Particulars Interest income: Subsidiary and associate companies Others Dividend income: Subsidiary companies Others Net gain/(loss) on sale or fair valuation of investments Net gain/loss on derivatives at fair value through profit or loss Net gain/(loss) on sale of property, plant and equipment Lease rentals Miscellaneous income (net of expenses) 2017-18 2016-17 v crore v crore v crore v crore 209.59 287.30 535.59 2693.08 325.62 213.69 496.89 539.31 405.47 659.63 3228.67 (2233.22) (125.74) 60.18 62.75 395.29 1884.82 1065.10 (72.44) (56.89) 23.70 70.78 345.40 1914.96 290 291 Notes forming part of the Financial Statements (contd.) NOTE [33] Manufacturing ,construction and operating expenses Particulars Materials consumed: Raw materials and components Less: Scrap sales Excise duty Construction materials consumed Purchase of stock-in-trade Stores, spares and tools consumed Sub-contracting charges Changes in inventories of finished goods,work-in-progress, stock-in-trade and property development: Closing stock: Finished goods Stock -in-trade Work-in-progress Less: Opening stock: Finished goods Stock-in-trade Work-in-progress Other manufacturing, construction and operating expenses: Excise duty on stock Power and fuel Royalty and technical know-how fees Packing and forwarding Hire charges - plant and equipment and others Engineering, technical and consultancy fees Insurance Rent Rates and taxes Travelling and conveyance Repairs to plant and equipment Repairs to buildings General repairs and maintenance Bank guarantee charges Miscellaneous expenses 2017-18 2016-17 v crore v crore v crore v crore 8167.57 75.03 7444.84 74.27 8092.54 149.10 22237.57 1296.62 1815.21 19620.99 7370.57 577.49 18493.31 1390.84 1446.67 16775.01 154.24 200.15 4052.01 4406.40 221.52 169.68 3052.84 3444.04 (48.37) 951.61 15.49 363.01 1198.37 763.52 188.96 422.83 374.89 608.14 52.42 5.05 336.96 181.91 973.80 221.52 169.68 3044.67 3435.87 161.68 159.77 3246.01 3567.46 (962.36) 131.59 16.30 1041.49 15.75 340.15 1015.13 761.70 187.07 415.25 366.42 759.81 56.31 6.10 303.18 151.15 382.18 6388.59 58638.26 5817.99 52003.47 292 293 Notes forming part of the Financial Statements (contd.) NOTE [34] Employee benefits expense Particulars Salaries, wages and bonus Contribution to and provision for: Provident funds and pension fund Superannuation/employee pension schemes Gratuity funds [Note 50(b)] Expenses on employees stock option schemes [Note 17(v)(B)] Insurance expenses - medical and others Staff welfare expenses Recoveries on account of deputation NOTE [35] Sales, administration and other expenses Particulars Power and fuel Packing and forwarding Professional fees Audit fees [Note 55] Insurance Rent Rates and taxes Travelling and conveyance Repairs to buildings General repairs and maintenance Directors‘ fees Telephone, postage and telegrams Advertising and publicity Stationery and printing Commission: 2017-18 2016-17 v crore 119.90 13.16 72.50 v crore 114.67 13.34 67.30 v crore 5070.64 205.56 69.77 83.35 603.36 (319.09) 5713.59 2017-18 2016-17 v crore v crore 87.48 45.05 v crore 58.22 96.75 265.31 4.88 34.48 244.28 54.56 304.71 18.51 228.33 0.77 101.63 67.92 38.18 22.47 5.68 83.56 536.80 20.36 745.17 20.18 (148.60) 32.12 2836.27 v crore 4554.79 195.31 61.77 78.08 600.98 (343.55) 5147.38 v crore 59.26 91.05 241.35 5.33 31.96 229.51 51.55 280.10 9.53 229.90 0.82 104.84 61.02 38.40 27.27 4.88 57.35 521.62 42.43 395.29 (5.93) (10.72) 204.19 2671.00 293 Distributors and agents Others Bank charges Miscellaneous expenses Bad debts and advances written off Less: Allowance for doubtful debts and advances written back 375.33 354.97 Allowance for doubtful debts and advances (net) Provision/(reversal) for foreseeable losses on construction contracts Exchange (gain)/loss (net) Other provisions [Note 54(a)] 292 Notes forming part of the Financial Statements (contd.) NOTE [35] (contd.) 35(a) Aggregation of expenses disclosed vide Note 33 - Manufacturing, construction and operating expenses, Note 34 - Employee benefits expense and Note 35 - Sales, administration and other expenses. 2017-18 Note 34 - Employee benefits expense Note 35 -Sales, administration and other expenses Total – – 83.35 – – – – – – 58.22 96.75 34.48 244.28 54.56 304.71 18.51 228.33 536.80 1009.83 459.76 306.79 667.11 429.45 912.85 23.56 565.29 1510.60 Note 33 - Manufacturing, construction and operating expenses 1041.49 340.15 187.07 415.25 366.42 759.81 6.10 303.18 382.18 Nature of expenses Sr. No. Power and fuel Packing and forwarding Insurance Rent Rates and taxes Travelling and conveyance Repairs to buildings General repairs and maintenance 1. 2. 3. 4. 5. 6. 7. 8. 9. Miscellaneous expenses NOTE [36] Finance costs Note 33 - Manufacturing, construction and operating expenses 951.61 363.01 188.96 422.83 374.89 608.14 5.05 336.96 973.80 Particulars Interest expenses Other borrowing costs Exchange loss (attributable to finance costs) v crore Total 2016-17 Note 34 - Employee benefits expense Note 35 -Sales, administration and other expenses – – 78.08 – – – – – – 59.26 1100.75 431.20 91.05 297.11 31.96 644.76 229.51 51.55 417.97 280.10 1039.91 15.63 533.08 903.80 9.53 229.90 521.62 2017-18 v crore 1415.71 3.59 12.93 1432.23 2016-17 v crore 1251.66 0.56 64.69 1316.91 NOTE [37] Particulars in respect of loans and advances in the nature of loans to related parties as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: v crore Name of the company Balance as at Maximum outstanding during 31-3-2018 31-3-2017 2017-18 2016-17 Loans and advances in the nature of loans given to subsidiaries: L&T Seawoods Private Limited L&T Realty Limited L&T Shipbuilding Limited L&T Special Steels & Heavy Forgings Private Limited PNG Tollway Limited EWAC Alloys Limited [Note 46(A)] L&T Hydrocarbon Engineering Limited L&T Construction Equipment Limited Nabha Power Limited L&T–MHPS Turbine Generators Private Limited Total – 76.75 225.50 1379.11 18.20 – – 7.00 594.29 – 2300.85 – 16.56 512.00 1167.21 18.20 – 2.23 – 1576.88 – 3293.09 – 133.10 998.12 1401.86 18.20 – 0.31 42.91 1789.97 – 341.20 397.41 2651.87 1167.22 18.20 16.00 511.74 – 1827.99 300.08 Sr. No. A B C D E F G H I J 294 295 Notes forming part of the Financial Statements (contd.) NOTE [37] Particulars in respect of loans and advances in the nature of loans to related parties as required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: (contd.) Notes: – – Above figures include interest accrued. Loans to employees (including directors) under various schemes of the Company (such as housing loan, furniture loan, education loan, etc.) have been considered to be outside the purview of disclosure requirements. – Subsidiary classification is in accordance with the Companies Act, 2013. NOTE [38] Disclosure pursuant to section 186 of the Companies Act 2013: Sr. No. Nature of the transaction (loans given/investment made/guarantee given/security provided) Purpose for which the loan/guarantee/ security is proposed to be utilised by the recipient 2017-18 v crore 2016-17 (A) Loan and advances: Subsidiary companies: (a) L&T Realty Limited (b) L&T Shipbuilding Limited Project funding Working capital 76.75 225.50 16.56 512.00 (c) L&T Special Steels & Heavy Forgings Private Limited Working capital and project funding 1379.11 1167.22 (d) PNG Tollway Limited (e) L&T Construction Equipment Limited (f) L&T Hydrocarbon Engineering Limited (g) Nabha Power Limited Project funding Working capital Working capital Project funding Total (B) Other Advances: Subsidiary Companies: (a) L&T Uttaranchal Hydropower Limited Towards capital contribution (b) L&T Metro Rail (Hyderabad) Private Limited Towards capital contribution Total (C) Guarantees: Subsidiary Companies: (a) L&T Aviation Services Private Limited (b) L&T-MHPS Boilers Private Limited (c) L&T-MHPS Turbine Generators Private Limited (d) L&T Shipbuilding Limited (e) Nabha Power Limited (f) L&T Global Holdings Limited (g) Larsen & Toubro ATCO Saudia LLC (h) Larsen & Toubro Arabia LLC (i) Larsen & Toubro Infotech Limited Corporate guarantee given for subsidiary’s debt Corporate guarantee for subsidiary’s project performance 18.20 7.00 – 594.29 2300.85 19.45 – 19.45 16.88 60.60 418.95 3156.00 3707.00 65.18 2130.11 5971.38 – 18.20 – 2.23 1576.88 3293.09 – 6.35 6.35 44.64 120.61 472.36 2781.00 5032.00 – – 5369.27 202.26 295 294 Notes forming part of the Financial Statements (contd.) NOTE [38] Disclosure pursuant to section 186 of The Companies Act 2013: (contd.) Sr. No. Nature of the transaction (loans given/investment made/guarantee given/security provided) (j) L&T Technology Services Limited (k) Larsen & Toubro Heavy Engineering LLC (l) Larsen & Toubro (Saudi Arabia) LLC (m) Spectrum Infotech Private Limited [Note 60] (n) L&T Hydrocarbon Engineering Limited (o) L&T-MHPS Boilers Private Limited Purpose for which the loan/guarantee/ security is proposed to be utilised by the recipient Corporate guarantee for subsidiary’s project performance (It includes corporate guarantee given for L&T Technology Services LLC) Corporate guarantee for subsidiary’s project performance Guarantees issued by bank out of the Company’s sanctioned limits to customer of L&T–MHPS Boilers Private Limited for project performance (D) Investments in fully paid equity instruments and current investments – Subsidiary classification is in accordance with the Companies Act, 2013. 2017-18 v crore 2016-17 918.08 917.62 1047.98 1517.67 – 8691.05 28.79 1172.46 3272.69 2.90 5418.33 28.60 27729.67 24834.73 [Note 5 and Note 10] NOTE [39] Amount required to be spent by the Company on Corporate Social Responsibility (CSR) related activities during the year is R 97.29 crore (previous year: R 98.97 crore). (a) The amount recognised as expense in the Statement of Profit and Loss on CSR related activities is R 100.92 crore (previous year: R 100.77 crore), which comprises of: Sr. No. i) Particulars Disclosed under 2017-18 Provided Paid Total 2016-17 Paid Provided Construction/acquisition of assets recognised as expense and shown under sales, administration and other expenses Note 35 4.42 1.52 5.94 6.19 3.30 9.49 v crore Total ii) Other revenue expenses: recognised as expense and shown under sales, administration and other expenses Note 35 70.21 9.19 79.40 61.48 10.34 71.82 recognised as expense and shown under employee benefits expense Note 34 Total 15.54 90.17 0.04 10.75 15.58 100.92 19.03 86.70 0.43 14.07 19.46 100.77 NOTE [40] The expenditure on research and development activities recognised as expense in the Statement of Profit and Loss is R 138.93 crore (previous year: R 145.98 crore). Further, the Company has incurred capital expenditure on research and development activities as follows: (a) on tangible assets of R 6.22 crore (previous year: R 9.43 crore); (b) on intangible assets being expenditure on new product development of R 48.08 crore (previous year: R 43.01 crore) [Note 1(i)(ii)]; and (c) on other intangible assets of R 1.84 crore (previous year: R 1.09 crore). In addition, the Company has incurred expenditure of R 2.70 cr (previous year: Nil) which are customer funded. 296 297 Notes forming part of the Financial Statements (contd.) NOTE [41] Disclosure pursuant to Ind AS 17 “Leases” (a) Where the Company is a lessor (i) Operating leases: The company has given a building under non-cancellable operating lease, the future minimum lease payment receivable in respect of which are as follows: Sr. No. 1 2 3 Particulars Receivable not later than 1 year Receivable later than 1 year and not later than 5 years Receivable later than 5 years Total (b) Where the Company is a lessee: (i) Finance leases: As at 31-3-2018 49.01 23.51 – 72.52 R crore As at 31-3-2017 48.69 34.41 – 83.10 (A) Assets acquired on finance lease comprises plant and equipment and land. The leases have a primary period, which is fixed and non- cancellable. The company has an option to renew the lease for a secondary period. (B) The Minimum lease rental and the present value of minimum lease payments in respect of assets acquired under finance leases are as follows: Sr. No. 1 2 3 Particulars Payable not later than 1 year Payable later than 1 year and not later than 5 years Payable later than 5 years Total (1+2+3) Less: Future finance charges Present value of minimum lease payments (ii) Operating leases: Minimum lease payment v crore Present value of minimum lease payments As at 31-3-2018 0.14 As at 31-3-2017 0.56 As at 31-3-2018 0.14 As at 31-3-2017 0.50 0.02 0.14 0.30 0.10 0.20 0.16 0.15. 0.87 0.17 0.70 – 0.06 0.20 – 0.20 0.14 0.06 0.70 – 0.70 (A) The Company has taken various commercial premises and plant and equipment under cancellable operating leases. These lease agreements are normally renewed on expiry. There are no exceptional/restrictive covenants in the lease agreements. (B) Assets acquired on non- cancellable operating lease comprises commercial premises, cars and technology assets, the future minimum lease payments in respect of which are as follows: Sr. No. 1 2 3 Particulars Payable not later than 1 year Payable later than 1 year and not later than 5years Payable later than 5 years Total R crore As at 31-3-2017 18.33 27.13 – 45.46 As at 31-3-2018 21.96 27.09 6.80 55.85 (C) Lease rental expenses in respect of operating leases: R 103.39 crore (previous year: R 109.10 crore) 296 297 Notes forming part of the Financial Statements (contd.) NOTE [42] Disclosure pursuant to Ind AS 105 “Non-current assets held for sale and discontinued operations”: Investments held for sale Particulars As at 31-3-2018 388.00 v crore As at 31-3-2017 388.00 (i) Through a scheme of arrangement of demerger, the Port business in L&T Shipbuilding Limited (effective date March 22, 2017) was transferred to Marine Infrastructure Developer Private Limited (MIDPL) in financial year 2016-17. As a shareholder, the Company had received 38,80,00,000 equity shares of R 10 each. The Company plans to divest its stake in MIDPL to an identified strategic partner. In order to complete the divestment, certain approvals, such as transfer of Marine License & transfer of shares are pending to be received from statutory bodies. Accordingly, the proposed sale is expected to be completed within 12 months from the reporting date. (ii) The above investment forms part of the unallocable corporate assets. [Note 47(a) Disclosure pursuant to Ind AS 108 “Operating Segment”]. NOTE [43] Disclosure pursuant to Ind AS 1 “Presentation of financial statements”: (a) Current assets expected to be recovered within twelve months and after twelve months from the reporting date: Particulars Note Inventories Trade receivables Loans Other financial assets Other current assets 9 11 14 15 16 Within twelve months 1680.38 23928.46 991.92 3441.78 31597.81 As at 31-3-2018 After twelve months 819.66 525.78 0.42 – 7533.01 Within twelve months 1625.58 19529.19 1900.76 2213.12 23983.02 As at 31-3-2017 After twelve months 137.28 392.76 5.04 104.80 9302.12 Total 2500.04 24454.24 992.34 3441.78 39130.82 (b) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date: Particulars Trade payables Other financial liabilities Other current liabilities Provisions Within twelve months 30447.66 1851.22 16191.45 991.53 As at 31-3-2018 After twelve months 649.45 19.65 4662.37 110.69 Within twelve months 23086.63 1412.15 12052.20 964.54 As at 31-3-2017 After twelve months 1251.69 28.10 6134.55 128.45 Total 31097.11 1870.87 20853.82 1102.22 Note 25 26 27 28 NOTE [44] Disclosure pursuant to Ind AS 107 “Financial Instruments: Disclosures”: Market risk management (a) Foreign exchange rate and interest rate risk: v crore Total 1762.86 19921.95 1905.80 2317.92 33285.14 v crore Total 24338.32 1440.25 18186.75 1092.99 The Company regularly reviews its foreign exchange forward and option positions and interest rate swaps, both on a standalone basis and in conjunction with its underlying foreign currency and interest rate related exposures. The Company follows cash flow hedge accounting for Highly Probable Forecasted Exposures (HPFE) hence the movement in mark to market (MTM) of the hedge contracts undertaken for such exposures is likely to be offset by contra movements in the underlying exposures values. However, till the point of time that the HPFE becomes an on-Balance Sheet exposure, the changes in MTM of the hedge contracts will impact the Balance Sheet of the Company. Further, given the effective horizons of the Company’s risk management activities which coincide with the durations of the projects under execution and could extend across 3-4 years and the business uncertainties associated with the timing and estimation of the project exposures, the recognition of the gains and losses related to these instruments may not always coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may affect the Company’s financial condition and operating results. Hence, the Company monitors the potential risk arising out of the market factors like exchange rates, interest rates, price of traded investment products etc., on a regular basis. For on-Balance Sheet exposures, the Company monitors the risks on net unhedged exposures. 298 299 Notes forming part of the Financial Statements (contd.) NOTE [44] (contd.) (i) Foreign exchange rate risk: In general, the Company is a net receiver of foreign currency. Accordingly, changes in exchange rates and in particular a strengthening of the Indian Rupee may negatively affect the Company’s net sales and gross margins as expressed in Indian Rupees. There is a risk that the Company will have to adjust local currency product pricing due to competitive pressures when there have been significant volatility in foreign currency exchange rates. The Company may enter into foreign currency forward and option 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. In addition, the Company has entered and may enter in future, into non-designated foreign currency contracts to partially offset the foreign currency exchange gains and losses on its foreign-denominated debt issuances. The Company’s practice is to hedge a portion of its material foreign exchange exposures with tenors in line with the project/business life cycle, however, the Company may choose not to hedge certain foreign exchange exposures for a variety of reasons. The net exposure to foreign currency risk (based on notional amount) in respect of recognised financial assets, recognised financial liabilities and derivatives is as follows: Particulars As at 31-3-2018 As at 31-3-2017 US Dollars including pegged currencies EURO Japanese Yen US Dollars including pegged currencies EURO Japanese Yen v crore Net exposure to foreign currency risk in respect of recognised financial assets/ (recognised financial liabilities) (2187.64) (372.73) (95.77) (1730.19) (402.15) (366.13) Derivatives including embedded derivatives for hedging receivable/(payable) exposure with respect to firm commitments and forecast transactions Receivable/(payable) exposure with respect to forward contracts and embedded derivatives not designated as cash flow hedge 1848.44 (1388.82) 659.25 3664.22 (1085.56) 604.27 (1219.10) (6.92) – 752.13 (5.42) – 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 financial assets and liabilities, the Company 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. Because the Company uses foreign currency instruments for hedging purposes, the loss in fair value incurred on those instruments are generally offset by increases in the fair value of the underlying exposures for on-Balance Sheet exposures. The overnight VAR for the Company at 95% confidence level is R 39.80 crore as at March 31, 2018 and R 59.80 crore as at March 31, 2017. Actual future gains and losses associated with the Company’s investment portfolio and derivative positions may differ materially from the sensitivity analysis performed as at March 31, 2018 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. (ii) Interest rate risk: The Company’s exposure to changes in interest rates relates primarily to the Company’s outstanding floating rate debt. While most of the Company’s outstanding debt in local currency is on fixed rate basis and hence not subject to interest rate risk. A major portion of foreign currency debt is linked to international interest rate benchmarks like LIBOR. The Company also hedges a portion of these risks by way of derivatives instruments like Interest rate swaps and currency swaps. The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as follows: Floating rate borrowings Particulars As at 31-3-2018 v crore As at 31-3-2017 5157.15 4472.18 299 298 Notes forming part of the Financial Statements (contd.) NOTE [44] (contd.) A hypothetical 50 basis point shift in respective currency LIBORs on the unhedged loans would result in a corresponding increase/ decrease in interest cost for the Company on a yearly basis. Particulars Indian Rupee Interest rates - increase by 0.5% in INR interest rate * Interest rates - decrease by 0.5% in INR interest rate * US Dollar Interest rates - increase by 0.5% in USD interest rate * Interest rates - decrease by 0.5% in USD interest rate * * Holding all other variables constant (b) Liquidity Risk Management: Impact on Profit and Loss after tax 2017-18 2016-17 v crore Impact on equity As at 31-3-2018 As at 31-3-2017 (0.45) 0.45 (16.39) 16.39 (1.11) 1.11 (13.51) 13.51 (0.45) 0.45 (16.39) 16.39 (1.11) 1.11 (13.51) 13.51 The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of committed credit lines. Given the need to fund diverse businesses, the Company maintains flexibility in funding by maintaining availability under committed credit lines to meet obligations when due. Management regularly monitors the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity profiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the liquidity position. The Company’s investment policy and strategy are focused on preservation of capital and supporting the Company’s liquidity requirements. The Company uses a combination of internal and external management to execute its investment strategy and achieve its investment objectives. The Company typically invests in money market funds, large debt funds, government of india securities, equity funds and other highly rated securities under a limits framework which governs the credit exposure to any one issuer as defined in its investment policy. The policy requires investments generally to be investment grade, with the primary objective of minimising the potential risk of principal loss. To provide a meaningful assessment of the price risk associated with the Company’s investment portfolio, the Company performed a sensitivity analysis to determine the impact of change in prices of the securities that would have on the value of the investment portfolio assuming a 0.5% move in debt funds and debt securities and a 5% movement in the NAV of the equity funds. Based on the investment position a hypothetical 0.5% change in the fair market value of debt securities would result in a value change of +/- R 14.04 crore as at March 31, 2018 and +/- R 15.98 crore as at March 31, 2017. 5% change in the equity funds NAV would result in a value change of +/- R 16.24 crore as at March 31, 2018 and +/- R 17.83 crore as at March 31, 2017. The investments in money market funds are for the purpose of liquidity management only and are held only overnight and hence not subject to any material price risk. (c) Credit Risk Management: The Company’s customer profile include public sector enterprises, state owned companies and large private corporates. Accordingly, the Company’s customer credit risk is low. The Company’s average project execution cycle is around 24 to 36 months. General payment terms include mobilisation advance, monthly progress payments with a credit period ranging from 45 to 90 days and certain retention money to be released at the end of the project. In some cases retentions are substituted with bank/corporate guarantees. The Company has a detailed review mechanism of overdue customer receivables at various levels within organisation to ensure proper attention and focus for realisation. (i) The company is making provisions on trade receivables based on Expected Credit Loss (ECL) model. The reconciliation of ECL is as follows: Opening balance Changes in loss allowance (Provision for doubtful debts): Particulars 2017-18 1916.66 v crore 2016-17 1568.79 Loss allowance based on ECL Additional provision Write off as bad debts 151.94 235.91 (39.98) 1916.66 (ii) Trade receivable written off during the year but still enforceable for recovery amounts to R 409.43 crore (previous year: R Nil). Out of this R 243.62 crore included above and balance R 165.81 crore included in exceptional items. Further, exceptional items also include write off of retention money not due (non-financial asset) amounts to R 128.94 crore. (Note 46). 171.07 494.34 (357.10) 2224.97 Closing balance [reported under Note 11] 300 301 Notes forming part of the Financial Statements (contd.) NOTE [45] Other disclosure pursuant to Ind AS 107 “Financial Instruments: Disclosures”: (a) Category-wise classification for applicable financial assets: Sr. No. I. II. Particulars Investment in equity instruments Investment in preference shares Measured at fair value through Profit or Loss (FVTPL): (i) (ii) (iii) Investment in mutual funds (iv) Investment in bonds (v) Derivative instruments not designated as cash flow hedges (vi) Embedded derivatives not designated as cash flow hedges Sub-total (I) Measured at amortised cost: (i) Loans (ii) Trade receivables (iii) Advances recoverable in cash (iv) Cash and cash equivalents and bank balances (v) Other receivables Sub-total (II) III. Measured at fair value through Other Comprehensive Income (FVTOCI): (i) Investment in government securities, bonds and debentures (ii) Derivative instruments designated as cash flow hedges (iii) Embedded derivatives designated as cash flow hedges Sub-total (III) Total (I+II+III) (b) Category-wise classification for applicable financial liabilities: Sr. No. I. II. III. IV. Particulars Measured at fair value through Profit or Loss (FVTPL): (i) Derivative instruments not designated as cash flow hedges (ii) Embedded derivatives not designated as cash flow hedges Sub-total (I) Measured at amortised cost: (i) Borrowings (ii) Trade payables (iii) Others Sub-total (II) Derivative instruments (including embedded derivatives) through Other Comprehensive Income: (i) Derivative instruments designated as cash flow hedges (ii) Embedded derivatives designated as cash flow hedges Sub-total (III) Financial guarantee contracts Total (I+II+III+IV) R crore As at 31-3-2018 As at 31-3-2017 136.64 1085.08 1070.80 424.46 3.77 21.33 2742.08 2676.47 24454.24 2387.92 4637.39 767.87 34923.89 2849.72 358.49 1.96 3210.17 40876.14 56.04 605.10 5031.03 202.33 6.08 78.97 5979.55 3683.34 19921.95 1061.76 3759.28 785.34 29211.67 1748.72 659.92 2.62 2411.26 37602.48 R crore As at 31-3-2018 As at 31-3-2017 13.52 15.79 29.31 8.53 83.26 91.79 10561.00 31097.11 1681.18 43339.29 10558.37 24338.32 1086.28 35982.97 132.19 121.34 253.53 15.49 43637.62 279.61 50.43 330.04 20.71 36425.51 301 300 Notes forming part of the Financial Statements (contd.) NOTE [45] Other disclosure pursuant to Ind AS 107 “Financial Instruments: Disclosures”: (contd.) (c) Items of income, expense, gains or losses related to financial instruments: Sr. No. I A B C II A B Particulars Net gains/(losses) on financial assets and financial liabilities measured at fair value through Profit or Loss and amortised cost: (i) Financial assets or financial liabilities mandatorily measured at fair value through Profit or Loss: 1. Gains/(losses) on fair valuation or sale of Investments 2. Gains/(losses) on fair valuation/settlement of derivatives: a. On forward contracts not designated as cash flow hedges b. On embedded derivatives contracts not designated as cash flow hedges c. Sub-total (A) Financial assets measured at amortised cost: (i) On futures not designated as cash flow hedges Exchange gains/(losses) on revaluation or settlement of items denominated in foreign currency (trade receivables, loans given etc.) Allowance/(reversal) for expected credit loss recognised during the year in the Statement of Profit or Loss (ii) (iii) Provision for doubtful debts (other than expected credit loss) [net] (iv) Gains/(losses) on derecognition: Bad debts written off (net) 1. 2. Gains/(losses) on transfer of financial assets (non-recourse) Sub-total (B) Financial liabilities measured at amortised cost: (i) Exchange gains/(losses) on revaluation or settlement of items denominated in foreign currency (trade payables, borrowings availed etc.) (ii) Unclaimed credit balances written back Sub-total (C) Total [I] = (A+B+C) Net gains/(losses) on financial assets and financial liabilities measured at fair value through Other Comprehensive Income: Gains/(losses) recognised in Other Comprehensive Income: (i) Financial assets measured at fair value through Other Comprehensive Income: 1. Gains/(losses) on fair valuation or sale of government securities, bonds, debentures etc. (ii) Derivative measured at fair value through Other Comprehensive Income: 1. 2. Gains/(losses) on fair valuation or settlement of forward contracts designated as cash flow hedges Gains/(losses) on fair valuation or settlement of embedded derivative contracts designated as cash flow hedges Sub-total (A) Less: Gains/(losses) reclassified to Profit or Loss from Other Comprehensive Income: (i) Financial assets measured at fair value through Other Comprehensive Income: 1. On government securities, bonds, debentures etc. upon sale of government securities, bonds, debentures etc. upon sale (ii) Derivative measured at fair value through Other Comprehensive Income: 1. 2. On forward contracts upon hedged future cash flows affecting the Profit or Loss or related assets or liability On embedded derivative contracts upon hedged future cash flows affecting the Profit or Loss or related asset and liability Sub-total (B) Net gains/(losses) recognised in Other Comprehensive Income [II]= (A)-(B) 2017-18 R crore 2016-17 (2181.30) (178.13) 0.15 17.05 (125.74) (2289.84) (33.57) 9.93 (56.89) (258.66) 123.70 (173.03) (171.07) (525.60) (186.17) (35.73) (794.87) (162.60) 117.68 (44.92) (3129.63) (151.94) (237.28) (42.43) (50.81) (655.49) 277.28 130.71 407.99 (506.16) (51.22) 101.29 92.29 (129.43) (79.30) (38.23) (24.02) (52.16) (51.49) 110.46 188.29 (140.88) (21.95) 114.85 (153.08) (4.08) (34.50) (17.66) 302 303 Notes forming part of the Financial Statements (contd.) NOTE [45] (c) Items of income, expense, gains or losses related to financial instruments: (contd.) Sr. No. III A B C Particulars Other income/(expenses): Dividend income: Dividend income from investments measured at FVTPL Sub- total (A) Interest income: (a) (b) (c) Sub- total (B) Interest expense: (a) (b) Financial assets measured at amortised cost Financial assets measured at fair value through Other Comprehensive Income Financial assets measured at fair value through Profit or Loss Financial liabilities that are measured at amortised cost Derivative instruments (including embedded derivatives) that are measured at fair value through Other Comprehensive Income (reclassified to Profit or Loss during the period) Financial liabilities that are measured at fair value through Profit or Loss (c) Sub-total (C) Total [III] = (A+B+C) 2017-18 R crore 2016-17 2693.08 2693.08 269.00 226.95 0.98 496.93 659.63 659.63 380.29 157.84 1.08 539.21 (860.74) (734.01) (266.60) (15.48) (1142.82) 2047.19 (401.21) 8.04 (1127.18) 71.66 (d) Fair value of financial assets and financial liabilities measured at amortised cost: (i) Financial assets measured at amortised cost: The carrying amounts of trade receivables, loans, advances and cash and other bank balances are considered to be the same as their fair values due to their short term nature. The carrying amounts of long term loans given with floating rate of interest are considered to be close to the fair value. (ii) Financial liabilities measured at amortised cost: Particulars 0.675 % Foreign currency convertible bonds Redeemable non-convertible fixed rate debentures Total As at 31-3-2018 As at 31-3-2017 Carrying amount 1245.64 2588.43 3834.07 Fair Value Carrying amount Fair Value 1241.13 2647.14 3888.27 1201.78 1222.20 2588.03 2677.39 3789.81 3899.59 v crore Fair value hierarchy L2* L2* Note: The carrying amounts of trade and other payables are considered to be the same as their fair values due to their short term nature. The carrying amounts of borrowings with floating rate of interest are considered to be close to the fair value. * Valuation technique L2: Future cash flows discounted using G-sec/LIBOR rates plus corporate spread. (e) Fair value hierarchy of financial assets and liabilities measured at fair value: Particulars Note As at 31-3-2018 Level 2 Level 3 Level 1 Total Level 1 As at 31-3-2017 Level 2 Level 3 v crore Total Financial assets: Investments at FVTPL: (i) Equity shares (other than those held in subsidiary & associate companies) (ii) Preference shares (iii) Mutual fund units (iv) Bonds (v) Derivative instruments not designated as cash flow hedges (vi) Embedded derivative Instruments not designated as cash flow hedges 5 72.27 – 64.37 136.64 – – 56.04 56.04 5 10 10 7,15 7,15 – 1070.80 424.46 – 1085.08 – – 3.77 – 21.33 – – – – – 1085.08 1070.80 424.46 3.77 – 5031.03 202.33 – 605.10 – – 6.08 605.10 – – 5031.03 202.33 – 6.08 – 21.33 – 78.97 – 78.97 302 303 Notes forming part of the Financial Statements (contd.) NOTE [45] (e) Fair value hierarchy of financial assets and liabilities measured at fair value (contd.) Particulars Note As at 31-3-2018 Level 2 Level 3 Level 1 Total Level 1 As at 31-3-2017 Level 2 Level 3 v crore Total Investments at FVTOCI (i) Debt instruments viz. government securities, bonds and debentures 10 2849.72 – (ii) Derivative financial instruments designated as cash 7,15 flow hedges (iii) Embedded derivative financial instruments designated 7,15 – – 358.49 1.96 – – – 2849.72 1748.72 – – 1748.72 358.49 1.96 – – 659.92 2.62 – – 659.92 2.62 as cash flow hedges Total Financial Liabilities: (i) At FVTPL-Designated at FVTPL: (a) Derivative instruments not designated as cash flow hedges 20,26 (b) Embedded derivative instruments not designated as 20,26 cash flow hedges (ii) Designated at FVTOCI: (a) Derivative financial instruments designated as cash 20,26 flow hedges (b) Embedded Derivative financial instruments designated 20,26 as cash flow hedges Total 4417.25 1470.63 64.37 5952.25 6982.08 1352.69 56.04 8390.81 – – – – – 13.52 15.79 132.19 121.34 282.84 – – – – – 13.52 15.79 132.19 121.34 282.84 – – – – 8.53 83.26 279.61 50.43 – – – – 8.53 83.26 279.61 50.43 – 421.83 – 421.83 Valuation technique and key inputs used to determine fair value: 1. 2. Level 1: Mutual funds, bonds, debentures and government securities- Quoted price in the active market. Level 2: (a) Derivative instrument – Mark to market on forward covers and embedded derivative instruments is based on forward exchange rates at the end of reporting period and discounted using G-sec rate plus applicable spread. (b) Preference shares – Future cash flows are discounted using G-sec rate plus applicable spread as at reporting date. (f) Movement of items measured using unobservable inputs (Level 3): Particulars Balance as at 1-4-2016 Gains/(losses) recognised in Profit or Loss during 2016-17 Balance as at 31-3-2017 Gains/(losses) recognised in Profit or Loss during 2017-18 Balance as at 31-3-2018 R crore Equity investment in Tidel Park Limited 55.94 – 55.94 8.32 64.27 Significant unobservable inputs used in level 3 fair value measurements and sensitivity of the fair value measurement to changes in unobservable inputs. Particulars Equity investment in “Tidel Park Limited” Fair Value as at 31-3-2018 64.27 Fair Value as at 31-3-2017 Significant unobservable inputs 55.94 1. Lease realisation: net realisation per month R 30 per sq/ft. 2. Capitalisation rate 12% v crore Sensitivity 31-3-2018: 1% change in net realisation would result in +/- R 0.31 crore (post tax +/- R 0.20 crore). 25 bps change in capitalisation rate would result in +/- R 0.64 crore (post tax +/- R 0.42 crore). 31-3-2017: 1% change in net realisation would result in +/- R 0.38 crore (post tax +/- R 0.25 crore). 25 bps change in capitalisation rate would result in +/- R 0.78 crore (post tax +/- R 0.51 crore). 304 305 Notes forming part of the Financial Statements (contd.) NOTE [45] (contd.) (g) Maturity profile of financial liabilities: Particulars Note As at 31-3-2018 Within twelve months After twelve months Total As at 31-3-2017 Within twelve months After twelve months v crore Total A. Non derivative liabilities: Borrowings Trade payables Other financial liabilities Total B. Derivative liabilities: Forward contracts Embedded derivatives Total 19, 23, 24 25 20, 26 5370.82 30447.66 1661.98 37480.46 5874.29 649.45 34.68 6558.42 11245.11 31097.11 1696.66 44038.88 3708.84 23086.63 1045.94 27841.41 7797.02 11505.86 1251.69 24338.32 1106.99 9109.76 36951.17 61.05 20, 26 20, 26 131.32 63.40 194.72 19.80 85.37 105.17 151.12 148.77 299.89 267.61 120.33 387.94 30.21 26.42 56.63 297.82 146.75 444.57 (h) Details of outstanding hedge instruments for which hedge accounting is followed: (i) Outstanding currency exchange rate hedge instruments: (A) Forward covers taken to hedge exchange rate risk and accounted as cash flow hedge: Particulars (a) Receivable hedges US Dollar EURO Malaysian Ringgit Omani Riyal Arab Emirates Dirham Canadian Dollar British Pound Japanese Yen Kuwaiti Dinars Qatari Riyals Thai Baht Particulars (b) Payable hedges US Dollar EURO Arab Emirates Dirham Swiss Franc Chinese Yuan British Pound Japanese Yen Kuwaiti Dinars Swedish Krona Nominal amount (R crore) 4178.79 904.48 138.38 301.94 1414.99 – 4.41 923.19 613.52 1476.18 1.43 Nominal amount (R crore) As at 31-3-2018 Average rate (R) Within twelve months (R crore) After twelve months (R crore) Nominal amount (R crore) As at 31-3-2017 Average rate (R) Within twelve months (R crore) After twelve months (R crore) 68.11 85.60 17.07 179.55 18.11 – 90.74 0.65 225.58 18.55 2.12 3584.90 632.20 138.38 301.94 1411.18 – 4.41 889.42 442.85 1253.61 1.43 593.89 2817.69 723.40 272.28 331.20 – 324.75 – 3.81 1229.22 9.41 – 6.12 – 845.50 33.77 170.67 187.89 222.57 1184.17 – – 66.87 2185.09 507.79 84.61 331.20 14.86 309.74 172.04 17.59 1029.47 9.41 50.29 6.12 81.60 467.82 0.66 164.74 220.92 15.58 1061.92 – – 632.60 215.61 – 15.01 199.75 – – 377.68 23.15 122.25 – As at 31-3-2018 Average rate (R) Within twelve months (R crore) After twelve months (R crore) Nominal amount (R crore) As at 31-3-2017 Average rate (R) Within twelve months (R crore) After twelve months (R crore) 10172.38 2711.27 0.75 404.36 26.03 52.96 309.02 12.24 16.56 67.96 80.59 17.86 74.68 10.32 93.51 0.62 217.71 8.83 4717.80 2641.52 0.75 404.36 26.03 28.88 309.02 12.24 16.56 5454.58 7232.88 69.75 1907.72 7.24 266.74 63.51 2.97 385.36 4.40 – – – – 24.08 – – – 62.41 6082.60 1150.28 108.30 71.72 1799.42 – 7.24 18.11 – 266.74 67.51 – 63.51 9.63 – 2.97 81.81 – 385.36 0.61 – 4.40 219.94 – – – 304 305 Notes forming part of the Financial Statements (contd.) NOTE [45] (contd.) (B) Forward covers taken to hedge exchange rate risk and accounted as net investment hedge: Particulars Receivable hedges US Dollar Saudi Riyal Nominal amount (R crore) As at 31-3-2018 Average rate (R) Within twelve months (R crore) After twelve months (R crore) Nominal amount (R crore) As at 31-3-2017 Average rate (R) Within twelve months (R crore) After twelve months (R crore) 28.73 187.39 71.83 17.43 – 187.39 28.73 – – 785.74 – 19.44 – 27.79 – 757.95 (ii) Outstanding interest rate hedge instruments: Interest rate swaps taken to hedge interest rate risk and accounted as cash flow hedge: Particulars Nominal amount (R crore) As at 31-3-2018 Average rate (%) Within twelve months (R crore) 520.62 Nominal amount (R crore) After twelve months (R crore) 240.00 1433.26 As at 31-3-2017 Average rate (%) Within twelve months (R crore) 672.70 8.00 US Dollar 760.62 7.60 (iii) Outstanding commodity price hedge instruments: Commodity forward contract: As at 31-3-2018 Average rate (R) Particulars Copper(Tn)* Aluminium(Tn) Iron Ore(Tn) Coking Coal(Tn) Zinc(Tn) Lead(Tn) Nominal amount (R crore) (223.90) 198.62 60.65 33.91 19.76 10.99 462821.73 139526.87 4055.89 11958.33 222813.00 160606.00 Within twelve months (R crore) (223.90) 198.62 60.65 33.91 19.76 10.99 After twelve months (R crore) – – – – – – *Negative nominal amount represents sell position. (i) Carrying amounts of hedge instruments for which hedge accounting is followed: Cash flow hedge: Nominal amount (R crore) As at 31-3-2017 Average rate (R) 30.99 374739.63 8.20 112943.72 3592.00 11494.00 9.53 177153.00 0.23 150777.00 71.66 50.40 Within twelve months (R crore) 30.99 8.20 43.19 42.07 9.53 0.23 After twelve months (R crore) 760.56 After twelve months (R crore) – – 28.47 8.33 – – R crore Particulars (i) Forward contracts Current: Asset - Other financial assets Liability - Other financial liabilities Non current: Asset - Other financial assets Liability - Other financial liabilities (ii) Swap contracts Current: Asset - Other financial assets Liability - Other financial liabilities Non current: Asset - Other financial assets Liability - Other financial liabilities 306 Currency exposure As at 31-3-2018 Interest rate exposure Commodity price exposure Currency exposure As at 31-3-2017 Interest rate exposure Commodity price exposure 169.36 134.83 72.40 93.28 66.59 – 21.03 – – – – – (8.43) – (3.65) – 27.61 23.27 – – – – – – 236.80 286.78 105.25 46.76 123.06 – 116.91 – – – – – (1.38) – (15.69) – 29.03 (4.89) 3.34 1.39 – – – – 307 Notes forming part of the Financial Statements (contd.) NOTE [45] (i) Carrying amounts of hedge instruments for which hedge accounting is followed (contd.) Net investment: Particulars (i) Forward contracts Current: Asset - Other financial assets Liability - Other financial liabilities Non current: Asset - Other financial assets (j) Breakup of hedging reserve and cost of hedging reserve: As at 31-3-2018 As at 31-3-2017 Currency exposure Interest rate exposure Commodity price exposure Currency exposure Interest rate exposure Commodity price exposure R crore 14.63 2.15 0.91 – – – – – – 1.47 – 63.75 – – – – – – v crore Particulars Balance towards continuing hedges Balance for which hedge accounting discontinued Cash flow hedging reserve (23.89) 138.39 Cost of hedging reserve (12.34) – Cash flow hedging reserve 140.99 15.92 (k) Reclassification of hedging reserve and cost of hedging reserve to Profit or Loss: Cost of hedging reserve (12.80) – v crore As at 31-3-2018 As at 31-3-2017 Particulars Future cash flows are no longer expected to occur: Sales, administration and other expenses Hedged expected future cash flows affecting Profit or Loss: Progress billing Revenue from operations Manufacturing, construction and operating expenses Finance costs Sales, administration and other expenses (l) Movement of hedging reserve and cost of hedging reserve: Hedging reserve/Cost of hedging reserve 2017-18 2016-17 (1.32) (9.69) 177.14 (15.60) 2.16 (266.60) 181.10 117.42 43.34 (131.78) (401.21) (46.83) v crore Hedging reserve Opening balance Impact due to change in tax rate Changes in the spot element of the forward contracts which is designated as hedging instrument for time period related hedges Changes in fair value of forward contracts designated as hedging instruments Changes in fair value of swaps Amount reclassified to Profit or Loss Amount included in non-financial assets/liabilities Amount included in Progress Billing in Balance Sheet Closing balance Gross 240.09 – 2017-18 Tax (83.18) (0.72) 2016-17 Net of Tax 156.91 (0.72) Gross (31.74) – Tax Net of Tax (20.76) – 10.98 – (16.22) 5.81 (10.41) (163.88) 56.77 (107.11) 217.80 (150.03) 61.11 (0.48) (177.14) 175.13 (78.02) 53.75 (21.89) 0.17 63.45 (60.63) 139.78 (96.28) 39.22 (0.31) (113.69) 114.50 267.87 (63.41) 345.28 – (114.03) 240.09 (92.79) 21.96 (119.60) – 39.50 (83.18) 175.08 (41.45) 225.68 – (74.53) 156.91 306 307 Notes forming part of the Financial Statements (contd.) NOTE [45] (l) Movement of hedging reserve and cost of hedging reserve (contd.) Cost of hedging reserve Opening balance Impact due to change in tax rate Changes in the forward element of the forward contracts where changes in spot element of forward contract is designated as hedging instrument for time period related hedges Amount included in carrying amount of hedge item Amount reclassified to Profit or Loss Closing balance Gross (19.56) – (38.56) – 39.15 (18.97) v crore 2017-18 2016-17 Tax Net of Tax (12.79) 0.07 6.77 0.07 Gross (23.04) – 7.97 Tax Net of Tax (15.07) – 13.47 – (13.68) 6.63 (25.09) – 25.47 (12.34) (194.03) (3.39) 200.89 (19.57) 67.15 (126.88) (2.22) 131.37 (12.80) 1.17 (69.52) 6.77 NOTE [46] A. Exceptional items for the year ended March 31, 2018 include the following: (i) Gain of R 198.82 crore on sale of the Company’s stake in subsidiary companies viz. Larsen & Toubro Infotech Limited R 145.32 crore and L&T Technology Services Limited R 53.50 crore; (ii) Gain on divestment of stake in L&T EWAC Alloys Limited R 351.55 crore and L&T Cutting Tools Limited R 174.91 crore; (iii) Write off of trade receivable and retention money not due from a customer against whom insolvency proceedings are underway R 294.75 crore [note1(t)(vii)]. Exceptional items for the year ended March 31, 2017 include the following: (i) Gain of R 1947.89 crore on sale of the Company’s part stake in subsidiary companies viz. Larsen & Toubro Infotech Limited R 1191.70 crore and L&T Technology Services Limited R 756.19 crore; Loss on divestment of stake in L&T General Insurance Company Limited R 92.84 crore; (ii) (iii) Loss on sale of Company’s full stake in subsidiary company L&T Arabia LLC to wholly owned subsidiary company R 11.08 crore. (iv) Provision for impairment of investment in Infrastructure Development Projects Limited R 950 crore. B. On May 1, 2018, the Company signed, subject to regulatory approvals, definitive agreements with Schneider Electric for strategic divestment of its Electrical and Automation (E&A) business (which is a reported segment), together with certain associated subsidiary companies outside India, for an all-cash consideration of R 14000 crore which is subject to customary post-closing adjustments. NOTE [47] Disclosure pursuant to Ind AS 108 “Operating Segment” (a) Information about reportable segment Particulars For the year ended 31-3-2018 Inter-segment External For the year ended 31-3-2017 Total External Inter-segment Total v crore Revenue Infrastructure Power Heavy Engineering Electrical & Automation [Note 46(B)] Others Elimination Total Segment result [Profit/(Loss) before interest and tax] Infrastructure Power Heavy Engineering Electrical & Automation [Note 46(B)] Others Total 54578.87 6200.71 3896.06 4264.25 5671.76 – 74611.65 206.91 7.52 150.28 182.28 443.67 (990.66) – 54785.78 6208.23 4046.34 4446.53 6115.43 (990.66) 74611.65 4870.14 161.96 569.66 624.78 482.35 6708.89 46573.35 6938.79 3098.38 4058.19 5632.64 – 66301.35 321.07 – 233.39 223.15 483.17 (1260.78) – 46894.42 6938.79 3331.77 4281.34 6115.81 (1260.78) 66301.35 4147.12 201.18 530.88 520.39 492.06 5891.63 308 309 Notes forming part of the Financial Statements (contd.) NOTE [47(a)] Disclosure pursuant to Ind AS 108 “Operating Segment” (contd.) Particulars Inter-segment margin on capital jobs Unallocated corporate income/(expenditure) [net] Operating Profit (PBIT) Interest expense Interest income Profit before tax (PBT) Provision for current tax Provision for deferred tax Profit after tax (before exceptional items) Profit from exceptional items Profit after tax (after exceptional items) Particulars Infrastructure Power Heavy Engineering Electrical & Automation [Note 46(B)] Others Total Unallocable corporate assets/liabilities Inter- segment assets/liabilities Total assets/liabilities For the year ended 31-3-2018 Inter-segment External Total (14.71) 6694.18 1073.01 7767.19 (1432.23) 496.89 6831.85 (1974.07) 98.99 4956.77 430.53 5387.30 For the year ended 31-3-2017 v crore External Inter-segment Total (32.83) 5858.80 782.67 6641.47 (1316.91) 539.31 5863.87 (1675.20) 371.10 4559.77 893.97 5453.74 v crore Segment assets Segment liabilities As at 31-3-2018 53127.74 5670.64 6502.86 2900.82 9348.55 77550.61 38770.64 (711.23) 115610.02 As at 31-3-2017 43931.92 6241.46 4879.29 3007.54 7967.38 66027.59 36746.81 (535.96) 102238.44 As at 31-3-2018 37733.44 5657.36 4723.49 1663.94 4973.14 54751.37 12395.63 (711.23) 66435.77 As at 31-3-2017 29858.24 6362.49 3281.58 1530.93 3993.66 45026.90 11734.76 (535.96) 56225.70 v crore Depreciation, amortisation, impairment & obsolescence included in segment expense Other non-cash expenses included in segment expense Particulars Interest expense included in segment expense Additions to non-current assets For the year ended 31-3-2018 (236.90) For the year ended 31-3-2017 (100.34) For the year ended 31-3-2018 552.06 43.56 99.29 130.00 For the year ended 31-3-2017 591.45 44.40 105.75 130.81 For the year ended 31-3-2018 20.03 1.40 1.97 3.85 For the year ended 31-3-2017 19.81 1.99 2.49 3.83 Infrastructure Power Heavy Engineering Electrical & Automation [Note 46(B)] Others Total Unallocated corporate Inter-segment Total Note: There is no impairment in non-financial assets of the segments. Unallocable corporate expenses include impairment loss of R Nil for the year ended March 31, 2018 (previous year: R 103 crore). 231.08 2064.56 612.28 (44.31) 2632.53 75.04 998.10 588.77 (166.44) 1420.43 122.60 995.01 220.18 113.64 938.55 110.91 4.45 32.57 29.20 4.07 31.32 38.45 (100.34) 100.34 (236.90) 236.90 1215.19 1049.46 61.77 69.77 – – For the year ended 31-3-2018 1241.69 151.36 250.12 190.31 For the year ended 31-3-2017 564.53 100.17 92.98 165.38 308 309 Notes forming part of the Financial Statements (contd.) NOTE [47] Disclosure pursuant to Ind AS 108 “Operating Segment” (contd.) (b) Geographical information Particulars Particulars India (i) Foreign countries: Kingdom of Saudi Arabia United Arab Emirates Qatar Bangladesh Other countries Total foreign countries (ii) Total (i+ii) India (i) Foreign countries (ii) Total (i+ii) v crore Revenue by location of customers For the year ended 31-3-2018 58124.10 For the year ended 31-3-2017 51737.85 2478.78 2942.13 4917.23 1551.96 4597.45 16487.55 74611.65 2639.59 2166.06 4655.27 1317.00 3785.58 14563.50 66301.35 v crore Non current assets by location of customers As at 31-3-2018 10142.61 379.79 10522.40 As at 31-3-2017 9206.97 585.75 9792.72 (c) Revenue contributed by any single customer in any of the operating segments, whether reportable or otherwise, does not exceed ten percent of the Company’s total revenue. (d) The Company’s reportable segments are organised based on the nature of products and services offered by these segments. (e) Basis of identifying operating segments, reportable segments, segment profit and definition of each reportable segment: (i) Basis of identifying operating segments: Operating segments are identified as those components of the Company (a) that engage in business activities to earn revenues and incur expenses (including transactions with any of the Company’s other components; (b) whose operating results are reviewed by the Corporate Executive Management to make decisions about resource allocation and performance assessment; and (c) for which discrete financial information is available. The Company has four reportable segments as described under “segment composition” below. The nature of products and services offered by these businesses are different and are managed separately given the different sets of technology and competency requirements. (ii) Reportable segments: An operating segment is classified as reportable segment if reported revenue (including inter-segment revenue) or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments. (iii) Segment profit: Performance of a segment is measured based on segment profit (before interest and tax), as included in the internal management reports that are reviewed by the Corporate Executive Management. 310 311 Notes forming part of the Financial Statements (contd.) NOTE [47] Disclosure pursuant to Ind AS 108 “Operating Segment” (contd.) (iv) Segment composition • • • • Infrastructure segment comprises engineering and construction of building and factories, transportation infrastructure, heavy civil infrastructure, power transmission & distribution, water & effluent treatment and smart world & communication projects. Power segment comprises turnkey solutions for Coal-based and Gas-based thermal power plants Including power generation equipment with associated systems and/or balance-of-plant packages. Heavy Engineering segment comprises manufacture and supply of custom designed, engineered critical equipment and systems to core sector industries like Fertiliser, Refinery, Petrochemical, Chemical, Oil & Gas, Thermal & Nuclear Power, Aerospace and Defence. Electrical & Automation segment comprises manufacture and sale of low and medium voltage switchgear components, custom built low and medium voltage switchboards, electronic energy meters/protection (relays) systems, control & automation products. . • Others segment includes hydrocarbon, metallurgical & material handling systems, realty, shipbuilding, marketing and servicing of construction & mining machinery and parts thereof, manufacture and sale of rubber processing machinery. None of the businesses reported as part of others segment meet any of the quantitative thresholds for determining reportable segments in the year ended March 31, 2018 or the year ended March 31, 2017. NOTE [48] (a) Disclosures pursuant to Ind AS 11 “Construction Contracts”: Sr. No. i) ii) iii) Particulars Contract revenue recognised for the financial year [Note 31] Aggregate amount of contract costs incurred and recognised profits (less recognised losses) as at end of the financial year for all contracts in progress as at that date 2017-18 v crore 2016-17 66978.07 58498.42 251561.22* 217253.39* Amount of customer advances outstanding for contracts in progress as at end of the financial year 13675.90 12205.69 iv) Retention amounts by customers for contracts in progress as at end of the financial year 8442.44 6962.23 *includes provision for foreseeable loss: R 144.78 crore (previous year: R 121.66 crore) (b) Disclosures pursuant to Guidance Note on Accounting for Real Estate Transactions issued by the Institute of Chartered Accountants of India: Sr. No. i) ii) iii) iv) v) Particulars Amount of project revenue recognised for the financial year [Note 31] Aggregate amount of costs incurred and profits recognised (less recognised losses) as at end of the financial year Amount of advances received Amount of work-in-progress and the value of inventories [Note 9] Excess of revenue recognised over actual bills raised (unbilled revenue) [Note 16] 2017-18 v crore 2016-17 96.68 403.18 2427.88 2332.26 6.87 986.40 – 19.16 281.83 71.28 310 311 2017-18 v crore 2016-17 Notes forming part of the Financial Statements (contd.) NOTE [49] Disclosure pursuant to Ind AS 12 “Income Taxes” (a) Major components of tax expense/(income): Sr. No. (a) Particulars Profit or Loss section (i) Current income tax: Current income tax expense Tax expense in respect of earlier years (ii) Deferred tax: Tax expense on origination and reversal of temporary differences Effect of previously unrecognised tax losses on which deferred tax benefit is recognised Effect on deferred tax balances due to the change in income tax rate (b) Income tax expense reported in Profit or Loss [(i)+(ii)] Other Comprehensive Income (OCI) section: (i) Items not to be reclassified to Profit or Loss in subsequent periods: Current tax expense/(income): On re-measurement of defined benefit plans (ii) Items to be reclassified to Profit or Loss in subsequent periods: (A) Current tax expense/(income): On gain/(loss) on cash flow hedges other than mark to market On foreign currency translation of joint operations (B) Deferred tax: On mark to market gain/(loss) on cash flow hedges Net gain/(loss) on cost of hedging reserve On gain/(loss) on fair value of debt securities On foreign currency translation of joint operations (c) Income tax expense reported in the OCI section [(i)+(ii)] Retained earnings: Current income tax Deferred tax Income tax expense reported in retained earnings 1808.52 165.55 (79.03) (16.05) (3.91) 1875.08 1.32 1.32 4.73 (0.49) 4.24 (27.13) 0.14 11.12 – (15.87) (10.31) – – – (b) Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate applicable in India: Sr. No. (a) (b) (c) (d) Particulars Profit before tax Corporate tax rate as per Income tax Act, 1961 Tax on Accounting profit (c) = (a) * (b) (i) Tax on income exempt from tax: (A) Dividend income (B) Long term capital gains exempt from tax (C) Interest on tax free bonds (ii) Tax on expenses not tax deductible: (A) CSR expenses (B) Expenses in relation to exempt income (C) Tax on employee perquisites borne by the company (iii) Weighted deductions on R&D expenditure and deduction u/s 80IA (iv) Effect of previously unrecognised tax losses used to reduce deferred tax expense (v) Tax effect on impairment and fair valuation losses recognised on which deferred tax asset is not recognised (vi) Effect on deferred tax balances due to the change in income tax rate (vii) Effect of current year capital (gain)/loss [net] on which no deferred tax benefit is recognised (viii) Effect of current tax related to earlier years (ix) Tax effect of losses of current year in joint operations on which no deferred tax benefit is recognised (x) Tax effect on various other items Total effect of tax adjustments [(i) to (x)] Tax expense recognised during the year (e)=(c)+(d) Effective tax rate (f)=(e)/(a) (e) (f) 312 2017-18 7262.38 34.61% 2513.37 (1117.38) (68.81) (10.28) 34.93 83.88 2.07 (397.65) (16.05) 227.15 (3.91) 430.41 165.55 25.94 5.86 (638.29) 1875.08 25.82% 1671.58 3.62 (349.24) (21.86) – 1304.10 (4.25) (4.25) (14.47) – (14.47) 108.63 1.20 1.08 (2.29) 108.62 89.90 (133.40) 133.40 – v crore 2016-17 6757.84 34.61% 2338.75 (368.61) (671.75) (10.58) 34.87 19.83 3.28 (368.93) (21.86) 328.78 – 69.01 3.62 42.99 (95.30) (1034.65) 1304.10 19.30% 313 Notes forming part of the Financial Statements (contd.) NOTE [49] Disclosure pursuant to Ind AS 12 “Income Taxes” (contd.) (c) i. Unused tax losses for which no deferred tax asset (DTA) is recognised in Balance Sheet Particulars Base amount (R crore) As at 31-3-2018 Deferred tax (R crore) Expiry date (Assessment year) Base amount (R crore) As at 31-3-2017 Deferred tax (R crore) Expiry date (Assessment year) Tax losses (capital loss on which no DTA is created) Assessment year 2018-19 Assessment year 2017-18 Assessment year 2016-17 Total 1651.79 998.16 1135.58 3785.53 284.17 196.38 236.16 716.71 31-3-2027 31-3-2026 31-3-2025 – 998.16 1135.58 2133.74 194.17 233.89 428.06 31-3-2026 31-3-2025 – ii. Unrecognised deductible temporary differences for which no deferred tax asset (DTA) is recognised in Balance Sheet Sr. No. (a) (b) Particulars Deductible temporary differences towards provision for dimunition in value of investments on which no DTA is created Temporary differences arising out of revaluation of tax base of assets (on account of indexation benefit) Total As at 31-3-2018 As at 31-3-2017 Base amount 1692.29 Deferred tax 363.99 Base amount 1035.93 Deferred tax 247.02 v crore 5718.83 1332.26 4884.39 1126.93 7411.12 1696.25 5920.32 1373.95 (d) Components of deferred tax (assets) and liabilities recognised in the Balance Sheet and Statement of Profit or Loss: Sr. No. Particulars Balance Sheet Statement of Profit or Loss As at 31-3-2018 As at 31-3-2017 2017-18 2016-17 v crore (a) Disputed statutory liabilities claimed on payment basis u/s 43B of 136.47 150.54 (14.07) 36.89 (b) (c) (d) (e) (f) the Income Tax Act, 1961 Items disallowed u/s 43B of Income Tax Act, 1961 Provision for doubtful debt and advances Difference in book depreciation and income tax depreciation Gain/(loss) on derivative transactions Other temporary differences Deferred tax expense/(income) Net deferred tax (assets)/liabilities (e) Reconciliation of deferred tax (assets)/liabilities: Sr. No. (a) (b) Particulars Opening balance as at April 1 Tax (income)/expense during the period recognised in: (i) Statement of Profit and Loss in Profit or Loss section (ii) Statement of Profit and Loss under OCI section (iii) Retained earnings (iv) Hedging reserve (other than through OCI) (c) Acquired under business combination [Note 60] Closing balance as at March 31 (208.68) (880.64) 519.59 (8.51) 41.15 (213.79) (740.19) 510.22 18.80 (10.80) (400.62) (285.22) 5.21 (140.44) 9.05 – 41.26 (98.99) (16.45) (123.21) (77.07) – (191.26) (371.10) v crore 2017-18 2016-17 (285.22) (156.14) (98.99) (15.87) – (0.15) (0.39) (371.10) 108.62 133.40 – – (400.62) (285.22) 313 312 Notes forming part of the Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 19 “Employee Benefits”: (i) Defined contribution plans - Note {[1](k)(ii)(A)}: Amount of R 124.47 crore (previous year: R 118.34 crore) is recognised as an expense. (ii) Defined benefit plans - Note {[1](k)(ii)(B)}: a) The amounts recognised in Balance Sheet are as follows: Particulars A) Present value of defined benefit obligation - Wholly funded - Wholly unfunded B) Less: Fair value of plan assets Add: Amount not recognised as an asset (limit in para 64(b)) Amount to be recognised as liability or (asset) Amounts reflected in the Balance Sheet Liabilities Assets Net liability/(asset) Net liability/(asset) - current # Net liability/(asset) - non-current Gratuity Plan As at 31-3-2018 As at 31-3-2017 Post-retirement medical benefit plan As at 31-3-2018 As at 31-3-2017 Company pension plan As at 31-3-2018 As at 31-3-2017 v crore Trust-managed provident fund plan As at 31-3-2018 As at 31-3-2017 444.87 91.10 535.97 399.87 0.01 136.11 136.11 – 136.11 136.11 – 445.79 71.94 517.73 439.61 – 78.12 78.12 – 78.12 78.12 – – 178.83 178.83 – – 178.83 178.83 – 178.83 7.09 171.74 – 185.64 185.64 – – 185.64 185.64 – 185.64 5.25 180.39 – 323.71 323.71 – – 323.71 323.71 – 323.71 22.58 301.13 – 312.75 312.75 – – 312.75 312.75 – 312.75 22.46 290.29 2270.10 – 2270.10 2287.81 – (17.71) 22.73 – 22.73 22.73 – 2146.56 – 2146.56 2156.30 – (9.74) 23.33 – 23.33 23.33 – # Employer’s and employees’ contribution due towards Provident Fund. b) The amounts recognised in Statement of Profit and Loss are as follows: Particulars 1 2 3 4 5 Current service cost Interest cost Interest income on plan assets Actuarial losses/(gains) - others Actuarial losses/(gains) - difference between actual return on plan assets and interest income Past service cost Actuarial gain/(loss) not recognised in books Effect of the limit in para 64(b) Translation adjustments 6 7 8 9 10 Amount capitalised out of the above/ Recovered from S&A Total (1 to 10) Amount included in “employee benefits expense” Amount included as part of “finance cost” Amount included as part of “Other i ii iii Comprehensive Income” Total (i+ii+iii) Actual return on plan assets Gratuity plan Post-retirement medical benefit plan Company pension plan 2017-18 72.42 28.33 (29.00) 34.04 2016-17 67.21 27.92 (27.56) 19.37 2017-18 13.11 13.16 – (21.93) 2016-17 10.83 11.68 – 15.69 2017-18 3.44 21.67 – 5.91 2016-17 2.47 21.14 – 23.63 v crore Trust-managed provident fund plan 2017-18 61.53 178.70 (178.70) – 2016-17 59.96 168.78 (168.78) (9.87) (21.84) 0.20 – 0.01 – (0.12) 84.04 72.50 (0.66) 12.20 84.04 50.83 (46.42) – – – 0.19 (0.10) 40.61 67.30 0.36 (27.05) 40.61 73.98 – – – – – (0.02) 4.32 13.09 13.16 (21.93) 4.32 – – – – – – (0.01) 38.19 10.82 11.68 15.69 38.19 – – – – – – – 31.02 3.44 21.67 5.91 31.02 – – – – – – – 47.24 2.47 21.14 23.63 47.24 – (2.13) – 2.13 – – – 61.53 61.53 – – 61.53 180.89 (10.04) – 19.91 – – – 59.96 59.96 – – 59.96 168.96 314 315 Notes forming part of the Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 19 “Employee Benefits” (contd.) c) The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows: Gratuity plan As at 31-3-2018 As at 31-3-2017 Post-retirement medical benefit plan As at 31-3-2018 As at 31-3-2017 Company pension plan v crore Trust-managed provident fund plan As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 517.73 72.42 28.33 468.40 67.21 27.92 185.64 13.11 13.16 155.58 10.83 11.68 312.75 3.44 21.67 283.25 2.47 21.14 2146.56 61.53 178.70 1996.84 59.96 168.78 – – – – – – – (23.05) – – – – – – – – – 168.39 25.12 161.80 20.09 (14.52) 19.28 (13.08) 17.26 (13.32) 16.80 29.77 (116.88) 0.20 0.24 (0.11) 0.09 (64.99) – – (0.18) 14.20 (11.15) – – – (1.57) (8.14) – – – 19.23 (20.07) – – – 6.83 (17.74) – – – – (310.20) – – – – – – (9.87) – (251.04) – – – Opening balance of the present value of defined benefit obligation Add: Current service cost Add: Interest cost Add: Contribution by plan participants i) Employee ii) Transfer-in/(out) Add/(less): Actuarial (gains)/losses i) Actuarial (gains)/losses arising from changes in demographic assumptions 18.79 ii) Actuarial (gains)/losses arising from changes in financial assumptions iii) Actuarial (gains)/losses arising from changes in experience adjustments Less: Benefit paid Add: Past service cost Add: Business combination Add/(less): Translation adjustments Closing balance of the present value of defined benefit obligation 535.97 517.73 178.83 185.64 323.70 312.75 2270.10 2146.56 d) Changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof are as follows: Particulars Opening balance of the fair value of the plan assets Add: Interest income on plan assets * Add/(Less): Actuarial gains/(losses) Difference between actual return on plan assets and interest income Add: Contribution by the employer Add/(less): Transfer in/(out) Add: Contribution by plan participants Add: Business combination Less: Benefits paid Closing balance of the plan assets Gratuity plan As at 31-3-2018 439.61 As at 31-3-2017 385.85 v crore Trust-managed provident fund plan As at 31-3-2018 2156.30 As at 31-3-2017 1990.14 29.00 27.56 178.70 168.78 21.84 26.07 – – 0.23 (116.88) 399.87 46.42 44.77 – – – (64.99) 439.61 2.13 63.20 25.12 10.04 58.14 20.09 172.56 160.15 – (310.20) 2287.81 – (251.04) 2156.30 * Basis used to determine interest income on plan assets: The Trust formed by the Company manages the investments of provident funds and gratuity fund. Interest income on plan assets is determined by multiplying the fair value of the plan assets by the discount rate stated in (g)(i) below both determined at the start of the annual reporting period. The Company expects to fund R 45.05 crore (previous year: R 6.18 crore) towards its gratuity plan and R 67.68 crore (previous year: R 73.21 crore) towards its trust-managed provident fund plan during the year 2018-19. 314 315 Notes forming part of the Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 19 “Employee Benefits” (contd.) e) The fair value of major categories of plan assets are as follows: Particulars As at 31-3-2018 As at 31-3-2017 Gratuity plan Cash and cash equivalents Equity instruments Debt instruments - Corporate bonds Debt instruments - Central government bonds Debt instruments - State government bonds Debt instruments - PSU Bonds Mutual funds – Equity Mutual funds – Debt Mutual funds – Others Insurer managed funds Fixed deposits Special deposit scheme Advances taken Other (payables)/receivables Closing balance of the plan assets Quoted – 16.51 65.12 88.46 66.35 – 3.89 – – – – – – – 240.33 Unquoted 0.69 – 99.91 – – 55.59 – 0.29 – 0.26 1.47 1.49 – (0.16) 159.54 Total 0.69 16.51 165.03 88.46 66.35 55.59 3.89 0.29 – 0.26 1.47 1.49 – (0.16) 399.87 Quoted – 14.89 66.30 135.01 123.17 – – – – – – – – – 339.37 Unquoted 2.41 – 150.47 – – 70.68 63.87 0.50 0.10 – 1.15 1.46 (175.00) (15.40) 100.24 Particulars As at 31-3-2018 As at 31-3-2017 Trust-managed provident fund plan Cash and cash equivalents Debt instruments - Corporate bonds Debt instruments - Central government bonds Debt instruments - State government bonds Debt instruments - PSU bonds Mutual funds – Equity Mutual funds – Debt Mutual funds – Others Special deposit scheme Other (payables)/receivables Closing balance of the plan assets Quoted – 334.83 518.65 455.76 283.08 50.06 – 2.76 – – 1645.14 Unquoted 5.05 66.78 – – 375.60 8.90 0.25 5.09 193.08 (12.08) 642.67 Total 5.05 401.61 518.65 455.76 658.68 58.96 0.25 7.85 193.08 (12.08) 2287.81 Quoted – 225.16 433.43 451.64 252.00 7.37 – – – – 1369.60 Unquoted 8.77 83.05 – – 446.47 45.88 2.70 – 199.83 – 786.70 v crore Total 2.41 14.89 216.77 135.01 123.17 70.68 63.87 0.50 0.10 1.15 1.46 (175.00) (15.40) 439.61 v crore Total 8.77 308.21 433.43 451.64 698.47 53.25 2.70 – 199.83 – 2156.30 f) The average duration of the defined benefit plan obligations at the end of the reporting period is as follows: Plans As at 31-3-2018 As at 31-3-2017 1. Gratuity plan 2. 3 Post-retirement medical benefit plan Company pension plan 6.45 13.95 7.57 7.53 16.65 8.02 316 317 Notes forming part of the Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 19 “Employee Benefits” (contd.) g) Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages): Particulars As at 31-3-2018 As at 31-3-2017 i) Discount rate: (a) Gratuity plan (b) Company pension plan (c) Post-retirement medical benefit plan ii) Annual increase in healthcare costs (see note below) iii) Salary growth rate: (a) Gratuity plan (b) Company pension plan iv) Attrition Rate: 7.68% 7.68% 7.68% 5.00% 5.00% 6.00% 7.19% 7.19% 7.19% 5.00% 5.00% 6.00% (a) For post-retirement medical benefit plan and Company pension plan, the attrition rate varies from 1% to 12% (previous year: 2% to 8%) for various age groups. (b) For gratuity plan the attrition rate varies from 1% to 11% (previous year: 1% to 6%) for various age groups. v) The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. vi) The interest payment obligation of trust-managed provident fund is assumed to be adequately covered by the interest income on long term investments of the fund. Any shortfall in the interest income over the interest obligation is recognised immediately in the Statement of Profit and Loss. vii) The obligation of the Company under the post-retirement medical benefit plan is limited to the overall ceiling limits. At present, healthcare cost, as indicated in the principal actuarial assumption given above, has been assumed to increase at 5.00% p.a. viii) (A) One percentage point change in actuarial assumptions would have the following effects on the defined benefit obligation of gratuity plan: Particulars Impact of change in salary growth rate Impact of change in discount rate Effect of 1% increase Effect of 1% decrease 2017-18 30.99 (27.08) 2016-17 36.73 (31.16) 2017-18 (27.97) 30.46 2016-17 (32.01) 36.29 v crore (B) One percentage point change in actuarial assumptions would have the following effects on the defined benefit obligation of company pension plan: Particular Impact of change in discount rate Effect of 1% increase Effect of 1% decrease 2017-18 (24.01) 2016-17 (25.62) 2017-18 27.70 2016-17 26.15 v crore (C) One percentage point change in actuarial assumptions would have the following effects on the defined benefit obligation of post-retirement medical benefit plan: Particulars Impact of change in health care cost Impact of change in discount rate Effect of 1% increase Effect of 1% decrease 2017-18 17.53 (22.60) 2016-17 22.91 (27.42) 2017-18 (14.43) 28.40 2016-17 (18.36) 35.33 v crore 316 317 Notes forming part of the Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 19 “Employee Benefits” (contd.) h) Characteristics of defined benefit plans and associated risks: 1. Gratuity plan: 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 Company’s scheme is more favorable as compared to the obligation under Payment of Gratuity Act, 1972. The defined benefit plan for gratuity of the Company is administered by separate gratuity funds that are legally separate from the Company. The trustees nominated by the Company are responsible for the administration of the plan. There are no minimum funding requirements of these plans. The funding of these plans are based on gratuity fund’s actuarial measurement framework set out in the funding policies of the plan. These actuarial measurements are similar compared to the assumptions set out in (g) supra. Employees do not contribute to any of these plans. Unfunded gratuity represents a small part of gratuity plan which is not material. Further, it includes amounts payable in respect of the Company’s foreign operations which result in gratuity payable to employees engaged as per the local laws of country of operation. 2. Post-retirement medical care plan: The Post-retirement medical benefit 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. 3. Company’s pension plan: In addition to contribution to state-managed pension plan (EPS scheme), the Company operates a post retirement pension scheme, which is discretionary in nature for certain cadres of employees. The quantum of pension depends on the cadre of the employee at the time of retirement. The plan is unfunded. Employees do not contribute to the plan. 4. Trust managed provident fund plan: The Company manages provident fund plan through a provident fund trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. The plan mandates contribution by employer at a fixed percentage of employee’s salary. Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution and additional sums at their discretion. The plan guarantees interest at the rate notified by Employees’ Provident Fund Organisation. The contribution by employer and employee together with interest are payable at the time of separation from service or retirement whichever is earlier. The benefit under this plan vests immediately on rendering of service. The interest payment obligation of trust-managed provident fund is assumed to be adequately covered by the interest income on long term investments of the fund. Any shortfall in the interest income over the interest obligation is recognised immediately in the Statement of Profit and Loss as actuarial loss. Any loss/gain arising out of the investment risk and actuarial risk associated with the plan is also recognised as expense or income in the period in which such loss/ gain occurs. All the above defined benefit plans expose the Company to general actuarial risks such as interest rate risk and market (investment) risk. 318 319 Notes forming part of the Financial Statements (contd.) NOTE [51] Disclosure of related parties/related party transactions pursuant to Ind AS 24 “ Related Party Disclosures” (a) List of related parties over which control exist and status of transactions entered during the year: Name of the Subsidiary Company Nature of relationship Sr. No. Transaction entered during the year (Yes/No) L&T Cutting Tools Limited* Bhilai Power Supply Company Limited Spectrum Infotech Private Limited ** L&T Shipbuilding Limited L&T Electricals and Automation Limited Hi-Tech Rock Products and Aggregates Limited L&T Seawoods Limited Kesun Iron and Steel Company Private Limited EWAC Alloys Limited@ L&T Geostructure LLP L&T Valves Limited L&T Realty Limited L&T Asian Realty Project LLP L&T Parel Project LLP Chennai Vision Developers Private Limited L&T South City Projects Limited% L&T Vision Ventures Limited L&T Power Limited L&T Cassidian Limited^^ L&T General Insurance Company Limited*** L&T Aviation Services Private Limited Larsen & Toubro Infotech Limited L&T Finance Holdings Limited Syncordis S.A. Luxembourg$$ Syncordis France SARL$$ Syncordis Limited$$ L&T Housing Finance Limited L&T Infra Investment Partners L&T Finance Limited L&T Information Technology Spain, S.L. L&T Capital Markets Limited L&T Investment Management Limited L&T Mutual Fund Trustee Limited Syncordis PSF S.A.$$ L&T Infrastructure Finance Company Limited L&T Infra Debt Fund Limited L&T Infra Investment Partners Advisory Private Limited L&T Infra Investment Partners Trustee Private Limited L&T Financial Consultants Limited L&T Access Distribution Services Limited@@ 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. Mudit Cement Private Limited Wholly owned subsidiary (WOS) Subsidiary WOS Subsidiary WOS WOS WOS Subsidiary WOS Subsidiary WOS WOS Subsidiary of L&T Realty Limited Subsidiary of L&T Realty Limited WOS of L&T Realty Limited Subsidiary of L&T Realty Limited Subsidiary of L&T Realty Limited Subsidiary WOS WOS WOS Subsidiary Subsidiary Subsidiary of Larsen & Toubro Infotech GmbH Subsidiary of Syncordis S.A. Luxembourg Subsidiary of Syncordis S.A. Luxembourg WOS of L&T Finance Holdings Limited Subsidiary of L&T Infrastructure Finance Company Limited WOS of L&T Finance Holdings Limited WOS of Larsen & Toubro Infotech Limited WOS of L&T Finance Holding Limited WOS of L&T Finance Holdings Limited WOS of L&T Finance Holdings Limited Subsidiary of Syncordis S.A. Luxembourg WOS of L&T Finance Holdings Limited WOS of L&T Finance Holdings Limited WOS of L&T Infrastructure Finance Company Limited WOS of L&T Infrastructure Finance Company Limited WOS of L&T Finance Holdings Limited WOS of L&T Finance Holdings Limited WOS of L&T Financial Consultants Limited (formerly known as L&T Vrindavan Properties Limited) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No No No Yes No Yes No Yes Yes No No Yes Yes Yes No Yes Yes Yes 318 319 Notes forming part of the Financial Statements (contd.) NOTE [51] (a) List of related parties over which control exist and status of transactions entered during the year: (contd.) Name of the Subsidiary Company Nature of relationship Transaction entered during the year (Yes/No) Sr. No. 42. 43. 44. 45. 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. 60. 61. L&T Capital Company Limited WOS L&T Trustee Company Private Limited WOS of L&T Capital Company Limited L&T Power Development Limited L&T Uttaranchal Hydropower Limited Larsen & Toubro Electromech LLC%% L&T Westend Project LLP~~~ WOS WOS of L&T Power Development Limited Subsidiary Subsidiary of L&T Realty Limited Esencia Technologies India Private Limited~~ Subsidiary of Esencia Technologies, Inc. Syncordis Software Services India Private Limited$ Subsidiary of Larsen & Toubro Infotech Limited L&T Arunachal Hydropower Limited L&T Himachal Hydropower Limited Nabha Power Limited L&T Metro Rail (Hyderabad) Limited L&T Technology Services Limited L&T Construction Equipment Limited L&T Infrastructure Engineering Limited WOS of L&T Power Development Limited WOS of L&T Power Development Limited WOS of L&T Power Development Limited Subsidiary Subsidiary WOS WOS L&T Thales Technology Services Private Limited Subsidiary of L&T Technology Services Limited L&T Hydrocarbon Engineering Limited WOS Sahibganj Ganges Bridge-Company Private Limited^ WOS of L&T Capital Company Limited Seawoods Retail Private Limited^^ Seawoods Realty Private Limited^^ WOS WOS 62. Marine Infrastructure Developer Private Limited Subsidiary 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. AugmentIQ Data Sciences Private Limited## Subsidiary of Larsen & Toubro Infotech Limited L&T Infra Contractors Private Limited### WOS of L&T Capital Company Limited Larsen & Toubro LLC Larsen & Toubro Infotech GmbH Subsidiary WOS of Larsen & Toubro Infotech Limited Larsen & Toubro Infotech Canada Limited WOS of Larsen & Toubro Infotech Limited Larsen & Toubro Infotech LLC WOS of Larsen & Toubro Infotech Limited L&T Infotech Financial Services Technologies Inc. WOS of Larsen & Toubro Infotech Limited Larsen & Toubro Infotech South Africa (PTY) Limited Subsidiary of Larsen & Toubro Infotech Limited L&T Information Technology Services (Shanghai) Co. Ltd. WOS of Larsen & Toubro Infotech Limited L&T Realty FZE WOS of L&T Realty Limited Larsen & Toubro International FZE WOS of L&T Global Holdings Limited Larsen & Toubro Hydrocarbon International Limited LLC Subsidiary Thalest Limited Servowatch Systems Limited Larsen & Toubro (Oman) LLC L&T Modular Fabrication Yard LLC Larsen & Toubro (East Asia) SDN.BHD Larsen & Toubro Qatar LLC@@@ WOS of Larsen & Toubro International FZE WOS of Thalest Limited Subsidiary of Larsen & Toubro International FZE Subsidiary of Larsen & Toubro International FZE Subsidiary Subsidiary of Larsen & Toubro International FZE Yes Yes Yes Yes Yes No No No Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes Yes Yes No No Yes No No No No No No No Yes Yes No Yes Yes No No Yes 320 321 Notes forming part of the Financial Statements (contd.) NOTE [51] (a) List of related parties over which control exist and status of transactions entered during the year: (contd.) Name of the Subsidiary Company Nature of relationship Transaction entered during the year (Yes/No) No No Yes No No Yes Yes Yes Yes Yes No No No Yes Yes Yes No No Yes No Yes Sr. No. 81. 82. 83. L&T Overseas Projects Nigeria Limited WOS of Larsen & Toubro International FZE PT Larsen & Toubro Hydrocarbon Engineering Indonesia Subsidiary of Larsen & Toubro International FZE L&T Electricals & Automation Saudi Arabia Company Limited Subsidiary of Larsen & Toubro International FZE LLC 84. Larsen & Toubro Kuwait Construction General Contracting Subsidiary of Larsen & Toubro International FZE Company WLL 85. Larsen & Toubro Readymix & Asphalt Concrete Industries Subsidiary of Larsen & Toubro International FZE LLC# Larsen & Toubro (Saudi Arabia) LLC Larsen Toubro Arabia LLC Larsen & Toubro ATCO Saudi LLC Subsidiary Subsidiary Subsidiary of Larsen & Toubro International FZE Tamco Switchgear (Malaysia) SDN BHD WOS of Larsen & Toubro International FZE Henikwon Corporation SDN. BHD Esencia Technologies, Inc.~~ L&T Infotech S. DE R.L. DE C.V.$$ WOS of Tamco Switchgear (Malaysia) SDN. BHD Subsidiaty of L&T Technology Services LLC Subsidiary of Larsen & Toubro Infotech Limited Tamco Electrical Industries Australia Pty Ltd. WOS of Larsen & Toubro International FZE PT Tamco Indonesia Subsidiary of Larsen & Toubro International FZE Larsen & Toubro Heavy Engineering LLC Subsidiary of Larsen & Toubro International FZE L&T Electrical & Automation FZE WOS of Larsen & Toubro International FZE Kana Controls General Trading & Contracting Company W.L.L. Subsidiary of L&T Electrical & Automation FZE Larsen & Toubro T&D SA (Proprietary) Limited Subsidiary of Larsen & Toubro International FZE L&T Technology Services LLC Larsen & Toubro Infotech Austria GmbH L&T Global Holdings Limited WOS of L&T Technology Services Limited WOS of Larsen & Toubro Infotech Limited WOS 86. 87. 88. 89. 90. 91. 92. 93. 94. 95. 96. 97. 98. 99. 100. 101. The Company has sold its stake on September 27, 2017 * Merged with the Company w.e.f. April 1, 2017 ** The Company has sold its stake on September 9, 2016 *** @ The Company has sold its stake on November 16, 2017 @@ Merged with L&T Capital Market Limited w.e.f. April 1, 2017 @@@ ~~ ~~~ ^ ^^ # ## ### % %% $ $$ In the process of liquidation The Company through its subsidiaries acquired stake on June 1,2017 Incorporated on August 8,2017 Incorporated on July 14, 2016 Applied for strike off The Company through its subsidiary sold its stake on September 28, 2017 Merged with Larsen & Toubro Infotech Limited w.e.f. April 1, 2017 Incorporated on March 17, 2017 The Company through its subsidiary has sold its stake on March 20, 2017 Reclassified from joint venture to subsidiary due to additional purchase of stake on August 16, 2017 The Company through its subsidiary has acquired stake on December 11, 2017 The Company through its subsidiary has acquired stake on December 15, 2017 320 321 Notes forming part of the Financial Statements (contd.) NOTE [51] (contd.) (b) (i) Name of associates with whom transactions were carried out during the year: Sr. No. Associate Companies 1. 2. 3. L&T-Chiyoda Limited Feedback Infra Private Limited@ Magtorq Private Limited @ The Company has sold its stake on March 19, 2018. (ii) Names of joint ventures with whom transactions were carried out during the year: Sr. No. Joint Ventures Sr. No. Joint Ventures 1. 3. 5. 7. 9. 11. 13. 15. 17. 19. 21. 23. 25. 27. 29. 31. Larsen & Toubro Electromech LLC*** L&T-Sargent & Lundy Limited L&T Interstate Road Corridor Limited L&T Chennai–Tada Tollway Limited L&T BPP Tollway Limited L&T Rajkot-Vadinar Tollway Limited L&T Deccan Tollways Limited L&T Samakhiali Gandhidham Tollway Limited Kudgi Transmission Limited L&T Sambalpur- Rourkela Tollway limited L&T Infrastructure Development Projects Limited Panipat Elevated Corridor Limited Krishnagiri Thopur Toll Road Limited Western Andhra Tollways Limited Vadodara Bharuch Tollway Limited L&T Transportation Infrastructure Limited 33. L&T MBDA Missile Systems Limited** 2. 4. 6. 8. 10. 12. 14. 16. 18. 20. 22. 24. 26. 28. 30. 32. L&T Port Kachchigarh Limited* Ahmedabad-Maliya Tollway Limited L&T Halol-Shamlaji Tollway Limited Krishnagiri Walajahpet Tollway Limited Devihalli Hassan Tollway Limited L&T Howden Private Limited L&T Sapura Shipping Private Limited L&T Sapura Offshore Private Limited L&T-Gulf Private Limited L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Raykal Aluminium Company Private Limited L&T Special Steels and Heavy Forgings Private Limited PNG Tollway Limited L&T Kobelco Machinery Private Limited LTIDPL INDVIT Services Limited (formerly known as L&T Western India Tollbridge Limited) * Merged with Infrastructure Development Projects Limited w.e.f. April 1,2016 .**The joint venture is formed on April, 5, 2017 *** Reclassified from joint venture to subsidiary due to additional purchase of stake on August 16, 2017 (iii) Name of post-employment benefit plans with whom transactions were carried out during the year: Sr. No. Provident Fund Trust 1. 2. 3. 4. 5. Larsen & Toubro Officers & Supervisory Staff Provident Fund Larsen & Toubro Limited Provident Fund of 1952 Larsen & Toubro Limited Provident Fund L&T Kansbahal Officers & Supervisory Provident Fund L&T Kansbahal Staff & Workmen Provident Fund Sr. No. Gratuity Trust 1. 2. Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Superannuation Trust Larsen & Toubro Limited Senior Officers’ Superannuation Scheme 322 323 Notes forming part of the Financial Statements (contd.) NOTE [51] (contd.) (iv) Name of key management personnel and their relatives with whom transactions were carried out during the year: Sr. No. Executive Directors Sr. No. Executive Directors 1. 3. 5. 7. Mr. A.M. Naik (Group Executive Chairman)* 2. Mr. S. N. Subrahmanyan (Chief Executive Officer and Managing Director)# Mr. R. Shankar Raman (Whole-time Director & Chief 4. Mr. Shailendra Roy (Whole-time Director) Financial Officer) Mr. D. K. Sen (Whole-time Director) 6. Mr. M. V. Satish (Whole-time Director) Mr. J. D. Patil (Whole-time Director)** Sr. No. Non-Executive Directors Sr. No. Non-Executive Directors 1. 3. 5. 7. 9. 11. 13. 15. 17. Mr. M. M. Chitale Mr. M. Damodaran Mr. Adil Zainulbhai Mrs. Sunita Sharma Mr. Ajay Shankar Mrs. Naina Lal Kidwai Mr. Narayanan Kumar @@ Mr. Sushobhan Sarker ### Mr. Bahram Vakil *** 2. 4. 6. 8. 10. 12. 14. 16. Mr. Subodh Bhargava Mr. Vikram Singh Mehta Mr. Akhilesh Krishna Gupta Mr. Thomas Mathew T Mr. Subramanian Sarma Mr. Sanjeev Aga @@@ Mr. Arvind Gupta ## Mr. Swapan Dasgupta @ Group Chairman w.e.f. October 1, 2017 w.e.f. July 1,2017 (till June 30, 2017 Whole-time Director) Appointed w.e.f. July 1, 2017 * # ** @@ Appointed w.e.f. May 27, 2016 @@@ Appointed w.e.f. May 25, 2016 *** Ceased w.e.f. August 1, 2016 (c) Disclosure of related party transactions: @ Ceased w.e.f. May 15, 2016 ## Appointed w.e.f. July 1, 2017 ### Ceased w.e.f. May 2, 2018 Sr. No. Nature of transaction/relationship/major parties i. Purchase of goods & services (including commission paid) Subsidiaries, including: L&T Shipbuilding Limited Hi-Tech Rock Products & Aggregates Limited L&T Geostructure LLP Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: Feedback Infra Private Limited L&T-Chiyoda Limited Magtorq Private Limited Total 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore 1497.24 1121.13 729.89 244.57 237.24 1802.47 2323.92 1382.61 352.83 3.82 7.01 1.50 2.10 3303.53 3452.06 428.06 169.61 172.14 1675.16 530.79 2.58 1.10 3.33 323 322 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) iii. Purchase/lease of property, plant and equipment Subsidiaries, including: 9.49 26.45 Sr. No. Nature of transaction/relationship/major parties ii. Sale of goods/contract revenue & services Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Seawoods Limited L&T Parel Project LLP Nabha Power Limited Joint ventures, including: L&T Infrastructure Development Projects Limited L&T Deccan Tollways Limited L&T-MHPS Boilers Private Limited Associate: L&T-Chiyoda Limited Total L&T Construction Equipment Limited L&T Hydrocarbon Engineering Limited Larsen & Toubro Infotech Limited Joint ventures: L&T Infrastructure Development Projects Limited L&T-MHPS Turbine Generators Private Limited Total iv. Sale of property, plant and equipment Subsidiaries, including: L&T Valves Limited L&T Shipbuilding Limited L&T Hydrocarbon Engineering Limited Total v. Sale of receivables Subsidiary: L&T Finance Limited Total 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore 1370.43 2359.81 770.34 188.42 415.69 1070.75 132.96 87.07 178.54 0.13 0.13 0.14 1786.25 3430.70 0.01 9.50 0.54 5.75 2.20 1.25 – 0.01 – – 0.50 0.02 26.47 58.68 1231.51 281.62 364.41 544.27 394.35 124.02 0.14 9.38 13.67 0.02 – 45.01 6.56 0.54 58.68 – – – 297.01 297.01 297.01 324 325 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) Sr. No. Nature of transaction/relationship/major parties vi. Investments including subscription to equity and preference shares considered as equity (including application money paid) 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore Subsidiaries, including: L&T Technology Services Limited L&T Shipbuilding Limited L&T Finance Holdings Limited Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Special Steels and Heavy Forgings Private Limited 2771.16 1262.84 – 436.57 2000.00 261.01 (0.25) – 260.65 Total 3032.17 1262.59 750.00 276.24 – (0.03) (0.22) – 111.76 – 388.00 2041.57 181.76 214.43 396.19 – – – 181.76 214.43 – – 111.76 – 111.76 388.00 2041.57 2429.57 210.00 761.08 210.00 – – 750.00 vii Investment in preference shares considered as debt Subsidiary: L&T Shipbuilding Limited Joint venture: L&T Special Steels and Heavy Forgings Private Limited Total viii. Purchase of investments from Subsidiary: L&T Shipbuilding Limited Joint venture: L&T Infrastructure Development Projects Limited Total ix. Sale/Redemption of investments Subsidiaries, including: L&T Seawoods Limited L&T Technology Services Limited 324 325 Total 210.00 761.08 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) Sr. No. Nature of transaction/relationship/major parties x. Net inter corporate deposits given/(returned) Subsidiaries, including: L&T Shipbuilding Limited Nabha Power Limited EWAC Alloys Limited L&T Realty Limited L&T Seawoods Limited Joint venture: 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore (1202.30) (1593.81) (286.50) (986.21) – – – (1409.00) 698.27 (503.95) (174.13) (189.00) 211.89 387.50 L&T Special Steels and Heavy Forgings Private Limited 211.89 387.50 Total (990.41) (1206.31) xi. Net inter corporate borrowing taken/(repaid) Subsidiaries, including: L&T Seawoods Limited L&T Hydrocarbon Engineering Limited L&T Cutting Tools Limited Total xii Charges paid for miscellaneous services Subsidiaries, including: Larsen & Toubro Infotech Limited L&T Aviation Services Private Limited Joint ventures, including: L&T-Sargent & Lundy Limited Associates, including: Feedback Infra Private Limited 420.80 (3.75) 294.89 124.41 – 105.35 17.86 4.18 – 420.80 137.62 4.36 – (3.75) 139.13 3.64 0.19 Total 141.98 142.96 xiii. Rent paid, including lease rentals under leasing/hire purchase arrangements Subsidiaries, including: L&T Electrical & Automation FZE PT Tamco Indonesia Total 1.16 1.16 0.80 0.28 1.37 1.37 – 5.50 (9.25) 101.42 23.74 3.62 0.17 0.79 0.31 326 327 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) Sr. No. Nature of transaction/relationship/major parties 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore xiv.(a) Charges incurred for deputation of employees from related parties Subsidiaries, including: 11.06 12.65 L&T Electricals & Automation Saudi Arabia Company Limited LLC L&T Electrical & Automation FZE PT Tamco Indonesia Total xiv.(b) Charges recovered for deputation of employees to related parties Subsidiaries, including: L&T Parel Project LLP L&T Electrical & Automation FZE L&T Construction Equipment Limited L&T Geostructure LLP Joint ventures, including: L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited Associate: L&T-Chiyoda Limited Total xv. Dividend received Subsidiaries, including: Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Finance Holdings Limited L&T Hydrocarbon Engineering Limited 11.06 88.00 4.65 15.81 108.46 535.59 1.19 6.99 1.50 24.58 11.40 14.30 0.50 1.97 2.17 15.81 264.98 95.57 93.58 60.90 12.65 84.47 3.99 18.01 106.47 405.47 Total 535.59 405.47 xvi. Commission received, including those under agency arrangements Subsidiary: L&T Construction Equipment Limited Joint venture: L&T Kobelco Machinery Private Limited Total 7.95 2.00 9.95 7.95 2.00 5.82 0.65 6.47 1.38 6.16 1.55 22.39 8.54 8.97 0.64 1.21 2.14 18.01 149.48 99.05 93.58 – 5.82 0.65 327 326 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) Sr. No. Nature of transaction/relationship/major parties xvii. Rent received, overheads recovered and miscellaneous income 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore Subsidiaries, including: 532.50 422.94 Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Hydrocarbon Engineering Limited L&T Geostructure LLP Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-Sargent & Lundy Limited L&T-MHPS Turbine Generators Private Limited Associate: L&T-Chiyoda Limited Key management personnel: Mr. D.K. Sen Total xviii. Guarantee charges recovered from Subsidiaries, including: Nabha Power Limited L&T Shipbuilding Limited L&T Hydrocarbon Engineering Limited Larsen & Toubro (Saudi Arabia) LLC Larsen Toubro Arabia LLC Total xix. Interest received from Subsidiaries, including: L&T Shipbuilding Limited Nabha Power Limited Marine Infrastructure Developer Private Limited Joint ventures, including: L&T Special Steels and Heavy Forgings Private Limited Total 77.58 122.10 107.92 40.86 13.58 17.78 0.08 7.07 4.50 9.07 4.16 7.97 42.13 56.83 – 102.05 90.38 17.78 0.08 640.74 36.81 36.81 109.69 102.05 211.74 90.07 2.77 0.07 515.85 30.98 30.98 248.30 79.54 327.84 67.78 49.04 90.99 77.44 35.50 17.70 9.64 2.77 0.07 9.45 6.54 4.64 5.53 71.21 62.41 69.64 78.98 328 329 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) Sr. No. Nature of transaction/relationship/major parties xx. Interest paid to Subsidiaries, including: L&T Hydrocarbon Engineering Limited L&T Seawoods Limited Joint venture: L&T Infrastructure Development Projects Limited Total xxi. Amount written off as bad debts Joint ventures, including: Krishnagiri Thopur Toll Road Limited Western Andhra Tollways Limited L&T Interstate Road Corridor Limited Total xxii. Amount recognised in P&L as provision towards bad and doubtful debts (including expected credit loss on account of delay) Subsidiaries, including: L&T Hydrocarbon Engineering Limited Nabha Power Limited L&T Electricals & Automation Saudi Arabia Company Limited LLC Joint ventures, including: PNG Tollway Limited L&T-MHPS Boilers Private Limited 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore 124.87 45.38 33.06 157.93 – – (6.03) 22.69 98.24 25.02 33.06 – – – – (0.83) 2.93 (7.25) – 21.66 – 45.38 0.55 0.55 4.34 24.11 40.27 – 0.31 0.07 0.13 – 1.87 2.22 22.11 – Total 16.66 28.45 xxiii. Amount recognised in P&L on account of impairment loss/provision on investment: Subsidiaries, including: Larsen & Toubro Hydrocarbon International Limited LLC Joint venture: L&T Infrastructure Development Projects Limited Total 0.75 – 0.75 0.68 – – 950.00 950.00 – 950.00 328 329 Notes forming part of the Financial Statements (contd.) NOTE [51] (c) Disclosure of related party transactions: (contd.) Sr. No. Nature of transaction/relationship/major parties xxiv. Contribution to post-employment benefit plan Transaction with trust managed provident fund (a) Towards employer’s contribution: (i) Larsen & Toubro Officers & Supervisory Staff Provident Fund Larsen & Toubro Limited Provident Fund of 1952 Total (b) (i) Transaction with approved gratuity fund Towards employer’s contribution: Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total (ii) Towards advance contribution/(refund): Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total (c) Transaction with superannuation trust Towards employer’s contribution: Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore 64.13 64.13 6.18 6.18 (175.00) (175.00) 3.25 3.25 54.35 8.45 5.01 1.17 (142.30) (32.70) 3.25 59.68 59.68 29.85 29.85 – – 3.32 3.32 51.52 6.64 23.59 6.26 – – 3.32 “Major parties” denote entities accounting for 10% or more of the aggregate for that category of transaction during respective period. xxv. Compensation paid to key management personnel: Key Management Personnel Executive Directors: (a) Mr. A. M. Naik (Group Executive Chairman upto September 30, 2017) (b) Mr. S. N. Subrahmanyan (c) Mr. R. Shankar Raman (d) Mr. Shailendra Roy (e) Mr. D. K. Sen (f) Mr. M. V. Satish (g) Mr. J. D. Patil ** Non-Executive Directors: (a) Mr. A. M. Naik (Group Chairman w.e.f. October 1, 2017) Short-term employee benefits 2017-18 Post- employment benefits Other long term benefits Total Short-term employee benefits 2016-17 Post- employment benefits Other long term benefits v crore Total 11.58 56.80 ^ 19.38 * 87.76 21.86 5.83 32.21 * 59.90 13.99 9.16 7.96 6.37 5.86 3.14 3.70 2.42 1.83 1.69 1.52 0.81 2.54 1.50 *** – – – – – – – 17.69 11.58 9.79 8.06 7.38 3.95 4.04 13.26 9.00 8.13 6.20 5.96 – 3.51 2.38 1.93 1.57 1.44 – – – – – – – – – – 16.77 11.38 10.06 7.77 7.40 – (b) Other Non-Executive Directors Total ^ Post-employment benefits include gratuity R 55.04 crore **Appointed w.e.f. July 1, 2017. 3.82 – 64.42 70.27 – 19.38 3.82 154.07 4.37 68.78 – 16.66 – 32.21 4.37 117.65 * Represents encashment of past service accumulated leave *** Represents pension 330 331 Notes forming part of the Financial Statements (contd.) NOTE [51] (contd.) (d) Amount due to/from related parties (including commitments): Sr. No. Category of balance/relationship/major parties i. Accounts receivable Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Seawoods Limited Joint ventures, including: L&T-MHPS Boilers Private Limited L&T Infrastructure Development Projects Limited L&T Samakhiali Gandhidham Tollway Limited L&T Deccan Tollways Limited Krishnagiri Walajahpet Tollway Limited Associate: L&T-Chiyoda Limited Total ii. Accounts payables, including other payables Subsidiaries, including: L&T Shipbuilding Limited Hi-Tech Rock Products & Aggregates Limited Larsen & Toubro (Oman) LLC L&T Geostructure LLP Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: Feedback Infra Private Limited Magtorq Private Limited L&T-Chiyoda Limited Total iii. Investment in debt securities Subsidiaries, including: L&T Shipbuilding Limited Joint ventures: L&T Special Steels and Heavy Forgings Private Limited Kudgi Transmission Limited L&T Infrastructure Development Private Limited As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties v crore 458.44 528.35 188.22 64.03 289.15 404.08 78.87 40.66 38.19 33.22 42.68 0.15 78.23 89.21 98.12 234.82 276.37 700.05 – 932.43 634.97 1844.04 0.15 747.74 771.22 1019.17 0.61 1.99 0.43 0.18 1791.00 2481.00 627.85 264.42 867.35 987.58 867.35 217.73 509.49 260.36 212.29 65.55 78.42 43.30 125.63 44.68 – 103.27 118.89 108.78 1171.07 605.53 1.27 0.57 605.10 – – 264.42 331 330 Total 1854.93 892.27 Notes forming part of the Financial Statements (contd.) NOTE [51] (d) Amount due to/from related parties: (contd.) Sr. No. Category of balance/relationship/major parties iv. Loans and advances recoverable Subsidiaries, including: L&T Shipbuilding Limited L&T Geostructure LLP Nabha Power Limited Joint ventures, including: L&T Special Steels and Heavy Forgings Private Limited L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: L&T-Chiyoda Limited Total v. Advances against equity contribution Subsidiaries: L&T Uttaranchal Hydropower Limited L&T Metro Rail (Hyderabad) Limited Total vi. Unsecured loans (including lease finance) Subsidiaries, including: L&T Hydrocarbon Engineering Limited L&T Seawoods Limited Total As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties v crore 2134.44 3199.61 763.09 223.11 615.10 1399.58 1621.11 1665.63 0.39 4.36 0.79 3755.94 4869.60 932.58 1587.64 1184.98 215.18 210.22 3.96 19.45 19.45 426.30 426.30 19.45 – 129.91 294.89 6.35 6.35 5.52 5.52 vii. Advances received in the capacity of supplier of goods/services classified as “advances from customers” in the Balance Sheet Subsidiaries, including: 74.69 90.12 L&T Metro Rail (Hyderabad) Limited L&T Seawoods Limited L&T Hydrocarbon Engineering Limited Joint ventures, including: L&T-MHPS Boilers Private Limited Total viii. Due to directors #: (Key management personnel) Mr. A. M. Naik Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J. D. Patil 23.21 113.33 55.58 17.00 91.69 49.11 28.15 29.95 17.00 9.77 11.58 7.39 5.32 5.19 4.50 2.28 Total 49.11 55.58 – 6.35 5.52 – 73.15 21.54 18.24 11.29 7.41 5.84 4.93 4.32 – 332 333 Notes forming part of the Financial Statements (contd.) NOTE [51] (d) Amount due to/from related parties: (contd.) Sr. No. ix. (a) (i) (b) (i) (c) (i) Category of balance/relationship/major parties Post employment benefit plan Trust managed provident fund Amount due to: Larsen & Toubro Officers & Supervisory Staff Provident Fund Total Approved gratuity fund Amount due to: Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total Superannuation trust Amount due to: Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total x.(a) Capital commitment given Subsidiaries, including: L&T Shipbuilding Limited Larsen & Toubro Heavy Engineering LLC L&T Construction Equipment Limited L&T Technology Services Limited L&T Hydrocarbon Engineering Limited Joint venture: L&T Special Steels and Heavy Forgings Private Limited Total x.(b) Revenue commitment given Subsidiaries, including: L&T Shipbuilding Limited L&T Geostructure LLP Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: Feedback Infra Private Limited L&T-Chiyoda Limited Magtorq Private Limited Total As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties v crore 9.02 9.02 45.05 45.05 6.74 6.74 84.39 0.13 84.52 8.38 36.31 8.75 6.74 47.25 33.59 0.13 10.63 10.63 61.75 61.75 7.79 7.79 8.93 – 8.93 1476.64 1660.62 1185.88 1205.16 3386.85 5.50 667.58 394.67 – 1.87 3.63 3.89 2687.30 5051.36 10.07 50.05 11.70 7.79 – – 5.30 1.60 1.99 – 1260.35 290.20 2232.20 1086.15 0.80 0.96 2.13 333 332 Notes forming part of the Financial Statements (contd.) NOTE [51] (d) Amount due to/from related parties: (contd.) Sr. No. xi. Category of balance/relationship/major parties Commitment to fund Subsidiaries: L&T Uttaranchal Hydropower Limited L&T Metro Rail (Hyderabad) Limited Total xii. Revenue commitment received Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Parel Project LLP L&T Asian Realty Project LLP L&T Construction Equipment Limited Joint ventures, including: L&T MBDA Missile Systems Limited L&T Deccan Tollways Limited L&T Infrastructure Development Projects Limited Krishnagiri Walajahpet Tollway Limited L&T Samakhiali Gandhidham Tollway Limited L&T BPP Tollway Limited Total xiii. Capital commitment received Subsidiary: L&T Shipbuilding Limited Total xiv. Provision for doubtful debts related to the amount of outstanding balances Subsidiaries, including: Nabha Power Limited L&T Electricals & Automation Saudi Arabia Company Limited LLC Larsen & Toubro Heavy Engineering LLC Joint ventures, including: L&T-MHPS Boilers Private Limited PNG Tollway Limited Total As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties v crore 715.45 1063.20 715.45 1329.55 1063.20 2261.68 233.45 482.00 693.54 195.41 149.67 156.46 76.10 138.67 15.24 13.70 13.63 13.08 20.43 1405.65 2400.35 – – – 0.77 0.77 8.56 16.64 3.52 1.81 0.90 21.84 25.08 52.73 61.29 31.99 48.63 442.75 620.45 1396.43 397.04 237.62 – 25.95 60.00 26.27 0.77 2.46 9.06 25.08 “Major parties” denote entities account for 10% or more of the aggregate for that category of balance during respective period. # Includes commission due to non-executive directors R 3.08 crore (as at 31-3-2017: R 3.55 crore). Note: 1. All the related party contracts / arrangements have been entered on arms’ length basis. 2. The amount of outstanding balances as shown above are unsecured and will be settled/recovered in cash. 334 335 Notes forming part of the Financial Statements (contd.) NOTE [52] Basic and Diluted Earnings per share [EPS] computed in accordance with Ind AS 33 “Earnings per Share”: Particulars 2017-18 2016-17 Basic earnings per share Profit after tax as per accounts (R crore) Weighted average number of equity shares outstanding Basic EPS (R) Diluted earnings per share Profit after tax as per accounts (R crore) Weighted average number of equity shares outstanding Add: Weighted average number of potential equity shares on account of employee stock options A B A/B A B C 5387.30 1,40,06,13,951 38.46 5453.74 1,39,85,23,545 39.00 5387.30 1,40,06,13,951 35,69,417 5453.74 1,39,85,23,545 47,40,600 Weighted average number of equity shares outstanding for diluted EPS Diluted EPS (R) Face value per share (R) D=B+C A/D 1,40,41,83,368 38.37 2 1,40,32,64,145 38.86 2 The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of equity shares for the purpose of diluted earnings per share: Weighted average number of potential equity shares on account of conversion of foreign currency convertible bonds Particulars 2017-18 2016-17 95,20,455 95,20,455 Note: The basic and diluted EPS and number of potential equity shares on account of conversion of foreign currency convertible bonds for the year 2016-17 have been restated pursuant to the issue of bonus equity shares in the ratio of 1:2 (one bonus equity share of R 2 each for every two equity share of R 2 each held). NOTE [53] Disclosure pursuant to Ind AS 27 “Separate Financial Statements” Investment in following subsidiary companies, joint venture companies and associates is accounted at cost. Subsidiaries: Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. Name of the subsidiary company Indian subsidiaries L&T Cutting Tools Limited ** Bhilai Power Supply Company Limited Spectrum Infotech Private Limited ^ L&T Shipbuilding Limited L&T Electricals and Automation Limited Hi-Tech Rock Products and Aggregates Limited L&T Seawoods Limited Kesun Iron and Steel Company Private Limited 9. 10. 11. 12. L&T EWAC Alloys Limited * L&T Geostructure LLP L&T Valves Limited L&T Realty Limited Principal place of business As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) India India India India India India India India India India India India – 99.90 – 97.00 100.00 100.00 100.00 95.00 – 74.00 100.00 100.00 – 99.90 – 97.00 100.00 100.00 100.00 95.00 – 74.00 100.00 100.00 – 99.90 – 97.00 100.00 100.00 100.00 95.00 – 74.00 100.00 100.00 100.00 99.90 100.00 97.00 100.00 100.00 100.00 95.00 100.00 74.00 100.00 100.00 100.00 99.90 100.00 97.00 100.00 100.00 100.00 95.00 100.00 74.00 100.00 100.00 100.00 99.90 100.00 97.00 100.00 100.00 100.00 95.00 100.00 74.00 100.00 100.00 335 334 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) Sr. No. Name of the subsidiary company Indian subsidiaries L&T Power Limited 13. L&T Cassidian Limited% 14. L&T Aviation Services Private Limited 15. Larsen & Toubro Infotech Limited 16. L&T Finance Holdings Limited 17. L&T Capital Company Limited 18. L&T Power Development Limited 19. L&T Metro Rail (Hyderabad) Limited 20. L&T Technology Services Limited 21. L&T Construction Equipment Limited 22. L&T Infrastructure Engineering Limited 23. L&T Hydrocarbon Engineering Limited 24. Seawoods Retail Private Limited % 25. 26. Seawoods Realty Private Limited % 27. Marine Infrastructure Developer Private Limited Principal place of business As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) India India India India India India India India India India India India India India India 99.99 100.00 100.00 82.96 64.01 100.00 100.00 99.99 88.64 100.00 100.00 100.00 100.00 100.00 97.00 99.99 100.00 100.00 82.96 64.01 100.00 100.00 99.99 88.64 100.00 100.00 100.00 100.00 100.00 97.00 99.99 100.00 100.00 82.96 64.01 100.00 100.00 99.99 88.64 100.00 100.00 100.00 100.00 100.00 97.00 99.99 74.00 100.00 84.28 66.62 100.00 100.00 99.99 89.77 100.00 100.00 100.00 100.00 100.00 97.00 99.99 74.00 100.00 84.28 66.62 100.00 100.00 99.99 89.77 100.00 100.00 100.00 100.00 100.00 97.00 99.99 74.00 100.00 84.28 66.62 100.00 100.00 99.99 89.77 100.00 100.00 100.00 100.00 100.00 97.00 * The Company has sold its stake on November 16, 2017 ** The Company has sold its stake on September 27, 2017 ^ Merged with the Company w.e.f. April 1, 2017 % Applied for strike off Foreign subsidiaries: Sr. No. 1. 2. 3. 4. Name of the subsidiary company Foreign subsidiaries Larsen & Toubro LLC Larsen & Toubro Hydrocarbon International Limited LLC Larsen & Toubro (Saudi Arabia) LLC L&T Global Holdings Limited Associate companies: Sr. No. 1. 2. Name of the associate company Gujarat Leather Industries Limited @ Magtorq Private Limited India India Principal place of business USA Kindgom of Saudi Arabia Kindgom of Saudi Arabia UAE Principal place of business As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) Proportion of direct ownership (%) As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of effective voting power held (%) 95.24 90.00 99.19 100.00 99.19 100.00 95.24 90.00 100.00 100.00 100.00 100.00 4.35 100.00 100.00 4.35 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 As at 31-3-2018 Proportion of effective ownership Interest (%) 50.00 42.85 Proportion of direct ownership (%) 50.00 42.85 Proportion of effective voting power held (%) 50.00 42.85 As at 31-3-2017 Proportion of effective ownership Interest (%) 50.00 42.85 Proportion of direct ownership (%) 50.00 42.85 Proportion of effective voting power held (%) 50.00 42.85 @ Under liquidation 336 337 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) Joint ventures: Name of the joint venture Principal place of business L&T Chennai–Tada Tollway Limited L&T Rajkot-Vadinar Tollway Limited L&T Samakhiali Gandhidham Tollway Limited L&T Infrastructure Development Projects Limited L&T Transportation Infrastructure Limited Ahmedabad-Maliya Tollway Limited L&T Halol-Shamlaji Tollway Limited Krishnagiri Walajahpet Tollway Limited Devihalli Hassan Tollway Limited L&T Howden Private Limited L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Raykal Aluminium Company Private Limited L&T Special Steels and Heavy Forgings Private Limited PNG Tollway Limited L&T Kobelco Machinery Private Limited L&T MBDA Missile Systems Limited * L&T-Sargent & Lundy Limited India India India India India India India India India India India India India India India India India India Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. As at 31-3-2018 As at 31-3-2017 Proportion of direct ownership (%) ^ ^ 0.02 97.45 26.24 ^ ^ – – 50.10 51.00 51.00 75.50 74.00 13.26 51.00 51.00 50.00 Proportion of effective ownership Interest (%) 97.45 97.45 97.45 97.45 98.12 97.45 47.75 97.45 97.45 50.10 51.00 51.00 75.50 74.00 72.11 51.00 51.00 50.00 Proportion of direct ownership (%) ^ ^ 0.02 97.45 26.24 ^ ^ ^ 0.01 50.10 51.00 51.00 75.50 74.00 13.26 51.00 – 50.00 Proportion of effective ownership Interest (%) 97.45 97.45 97.45 97.45 98.12 97.45 47.75 97.45 97.45 50.10 51.00 51.00 75.50 74.00 72.11 51.00 – 50.00 * The joint venture is formed on April 05, 2017. ^ Proportion of direct ownership is less than 0.01%. NOTE [54] Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets” a) Movement in provisions: Class of provisions Particulars Product warranties Expected tax liability in respect of indirect taxes Litigation related obligations Balance as at 1-4-2017 Additional provision during the year Provision used during the year Unused provision reversed during the year Additional provision for unwinding of interest and change in discount rate Transfer under scheme of arrangement Balance as at 31-3-2018 (7=1+2+3+4+5+6) 21.25 23.72 (10.15) (0.14) 0.29 0.50 35.47 181.89 36.24 (31.84) (7.64) – – 178.65 8.22 – – – 0.49 – 8.71 Sr. No. 1. 2. 3. 4. 5. 6. 7. 336 Contractual rectification cost - construction contracts 263.34 153.64 – (191.69) – – v crore Others Total – 17.99 – – – – 474.70 231.59 (41.99) (199.47) 0.78 0.50 225.29 17.99 466.11 337 Notes forming part of the Financial Statements (contd.) NOTE [54] Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets” (contd.) b) Nature of provisions: i. Product warranties: The Company gives warranties on certain products and services, undertaking to repair or replace the items that fail to perform satisfactorily during the warranty period. Provision made as at March 31, 2018 represents the amount of the expected cost of meeting such obligations of rectification/replacement. The timing of the outflows is expected to be within a period of 2 to 4 years from the date of the Balance Sheet. ii. Expected tax liability in respect of indirect taxes represents mainly the differential sales tax liability on account of non- collection of declaration forms. iii. Provision for litigation related obligations represents liabilities that are expected to materialise in respect of matters in appeal. iv. Contractual rectification cost represents the estimated cost the Company is likely to incur during defect liability period as per the contract obligations in respect of completed construction contracts accounted under Ind AS 11 “Construction Contracts”. c) Disclosure in respect of contingent liabilities is given as part of Note 29 to the Balance Sheet. NOTE [55] Auditors’ remuneration (excluding service tax): Sr. No. a. Paid as Auditor (i) Statutory audit fees Particulars (ii) Limited review of standalone and consolidated financial statements on a quarterly basis b. c. d. e. For Taxation matters For Company law matters For Other services including certification work For Reimbursement of expenses NOTE [56] v crore 2017-18 2016-17 1.90 1.50 0.46 0.30 0.52 0.20 2.45 1.30 0.48 0.25 0.58 0.27 Contribution to political parties during the year 2017-18 is R Nil (previous year: R Nil) NOTE [57] The Company has amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at March 31, 2018. The disclosure pursuant to the said Act is as under: Principal amount due to suppliers under MSMED Act, 2006 Particulars Interest accrued, due to suppliers under MSMED Act on the above amount, and unpaid Payment made to suppliers (other than interest) beyond the appointed day during the year Interest paid to suppliers under MSMED Act (other than Section 16) Interest paid to suppliers under MSMED Act (Section 16) Interest due and payable to suppliers under MSMED Act for payments already made Interest accrued and remaining unpaid at the end of the year to suppliers under MSMED Act Amount of further interest remaining due and payable even in the succeeding years 2017-2018 2016-17 v crore 66.85 0.28 142.30 0.02 0.11 5.68 10.20 8.14 52.83 0.40 187.48 – – 3.54 10.22 8.14 338 339 Notes forming part of the Financial Statements (contd.) NOTE [58] There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2018. NOTE [59] Disclosure in respect of joint operations: I(a) Name of joint operation (with specific ownership interest in the arrangement): Sr. No. Name of the joint operation 1. Desbuild L&T Joint Venture Proportion of ownership interest % 49% Principal place of business India 2. Larsen and Toubro Limited-Shapoorji Pallonji & Co. Ltd. Joint Venture 50% India 3. Al Balagh Trading & Contracting Co W.L.L- L&T Joint Venture L&T-AM Tapovan Joint Venture 4. 5. HCC-L&T Purulia Joint Venture 6. International Metro Civil Contractors Joint Venture 7. Metro Tunneling Group 8. L&T-Hochtief Seabird Joint Venture 9. Metro Tunneling Chennai-L&T Shanghai Urban Construction (Group) Corporation Joint Venture 80% 65% 43% 26% 26% 90% 75% Qatar India India India India India India 10. Metro Tunneling Delhi- L&T Shanghai 60% India 11. Urban Construction (Group) Corporation Joint Venture L&T-Shanghai Urban Construction (Group) Corporation Joint Venture CC27 Delhi 68% India 12. Aktor-Larsen & Toubro-Yapi Merkezi- 22% Qatar STFA-Al Jaber Engineering Joint Venture 13. Civil Works Joint Venture 29% Saudi Arabia 14. L&T-Shanghai Urban Construction (Group) Corporation Joint Venture 51% India 15. DAEWOO and L&T Joint Venture 50% India Description of interest Jointly Controlled Entity (Renovation of US Consulate, Chennai). Jointly Controlled Entity (Design & Build work for Construction of TCS SEZ at Kolkata, West Bengal). Jointly Controlled Entity (Main Construction Works for Al Rayyan Stadium and Precint). Jointly Controlled Entity (Construction of Head Race Tunnel for Tapovan Vishnugad Hydro Electric project in Uttaranchal State). Jointly Controlled Entity (Construction of Pumped Storage Project). Jointly Controlled Entity (Construction of Delhi Metro Corridor Phase I Tunnel Project). Jointly Controlled Entity (Construction of Delhi Metro Corridor-Phase II Tunnel Project). Jointly Controlled Entity (Construction of breakwater, Karwar). Jointly Controlled Entity (Construction of UG Stations at Nehru Park, KMC and Pachiyappas College and associated tunnels for CMRL). Jointly Controlled Entity (Construction of Delhi Metro Corridor- Tunnel Project-Phase-CC5). Jointly Controlled Entity (Design and Construction of Tunnel for Delhi MRTS Project of Phase-III). Jointly Controlled Entity (Contract for Design & Build Package 3, Gold Line Underground, a part of the construction of the Qatar integrated Railway Project). Jointly Controlled Entity (Contract for Detail Design, Construction and Commissioning of Package 2 of The Riyadh Metro Project). Jointly Controlled Entity (Construction of Twin Tunnel between IGI Airport and Sector 21 for DMRC). Jointly Controlled Entity (EPC for construction of Greenfield six-Lane Extradosed Cable Bridge over Ganga River). 338 339 Notes forming part of the Financial Statements (contd.) NOTE [59] (contd.) Sr. No. Name of the joint operation 16. L&T–STEC JV MUMBAI Proportion of ownership interest % 65% Principal place of business India 17. L&T-ISDPL (JV)^^ 18. L&T-IHI Consortium^^^ 19. L&T-Eastern Joint Venture** 20. 21. 22. Larsen and Toubro Limited-Scomi Engineering BHD Consortium-Residual Joint Works Joint Venture Larsen and Toubro Limited-Scomi Engineering BHD Consortium-O&M Joint Venture L&T- Inabensa Consortium*** 100% 100% 65% 60% India India UAE India 50% India 100% India 23. L&T-Delma Mafraq Joint Venture * 100% UAE 24. L&T-AL-Sraiya LRDP 6 Joint Venture 25. Larsen & Toubro Limited & NCC Limited Joint Venture 26. Besix-Larsen & Toubro Joint Venture 27. Larsen & Toubro Ltd - Passavant Energy & Environment JV ^ 75% 55% 50% 50% Qatar India Dubai India 28. LNT-Shriram EPC Tanzania UJV% 90% Tanzania 29. LTH Milcom Private Limited 56.67% India * As at March 31, 2017, proportion of ownership interest was 60% **The joint operation is in the process of liquidation ^ The joint operation has been formed on October 12, 2016 ^^ The joint operation has been formed on December 1, 2017 ^^^ The joint operation has been formed on July 14, 2017 *** The joint operation has been formed on April 25, 2016 % The joint operation has been formed on December 25, 2016 Description of interest Jointly Controlled Entity (Design and Construction of Underground Section including Three Underground Stations at Marol Naka, MIDC and SEEPZ and Associated Tunnels). Jointly Controlled Entity (Construction of Inner Harbour for Project Varsha at Visakapatanam). Jointly Controlled Entity (Construction of Mumbai Trans Harbour Link Project Package 1 & Package). Jointly Controlled Entity (Construction and maintenance of 295 Residential Units at Dubai). Jointly Controlled Entity (Implementation of residual joint works for monorail system in Mumbai). Jointly Controlled Entity (Operation and Maintenance of monorail system). Jointly Controlled Entity (Design, Supply, Construction, Installation, Testing and Commissioning for Mughalsarai - New Bhaupur Section of EDFC Electrical Works). Jointly Controlled Entity (Improvement of Mafraq to AL Ghwaifat Border Post Highway Section No.4A). Jointly Controlled Entity (Execution of the Roads and Infrastructure in Doha Industrial Area). Jointly Controlled Entity (Supply and construction of 2 parallel 2100 mm diameter steel gravity mains conduit pipes from Palra to Bhureka). Jointly Controlled Entity (DS 150/2 Jabel Ali Sewage Treatment Plant Phase 2). Jointly Controlled Entity (Construction of 318MLD Wastewater Treatment Plant with 10 years O&M at Coronation Pillar, Delhi). Jointly Controlled Entity (Extension of Lake Victoria Pipeline to Tabora, Nzega and Igunga Towers, Tanzania). Jointly Controlled Entity. 340 341 Notes forming part of the Financial Statements (contd.) NOTE [59] (contd.) I(b) Financial interest in joint operation (to the extent of Company’s share): Sr. No. Name of the joint operation Year Company’s share For the year v crore Total tax Profit after tax Other Comprehensive Income Total Comprehensive Income 1. 2. 3. 4. 5. 6. 7. 8. 9. Desbuild L&T Joint Venture Larsen and Toubro Limited-Shapoorji Pallonji & Co. Ltd. Joint Venture Al Balagh Trading & Contracting Co W.L.L- L&T Joint Venture L&T - AM Tapovan Joint Venture HCC - L&T Purulia Joint Venture International Metro Civil Contractors Joint Venture Metro Tunneling Group L&T - Hochtief Seabird Joint Venture Metro Tunneling Chennai-L&T Shanghai Urban Construction (Group) Corporation Joint Venture 10. Metro Tunneling Delhi- L&T Shanghai Urban Construction (Group) Corporation Joint Venture L&T-Shanghai Urban Construction (Group) Corporation Joint Venture CC27 Delhi Aktor- Larsen & Toubro-Yapi Merkezi-STFA-Al Jaber Engineering Joint Venture Civil Works Joint Venture L&T-Shanghai Urban Construction (Group) Corporation Joint Venture 11. 12. 13. 14. 15. DAEWOO and L&T Joint Venture 16. L&T – STEC JV MUMBAI 17. 18. 19. L&T- ISDPL (JV) L&T-IHI Consortium L&T-Eastern Joint Venture 340 As at period end Total Assets Total Liabilities Total Income 0.053 0.647 26.753 29.329 532.638 275.057 141.500 143.338 2.966 6.572 9.766 9.743 11.457 11.461 23.831 74.326 87.298 94.692 (0.592) 0.002 57.636 59.847 531.469 273.330 183.162 184.982 (0.906) 2.688 10.110 10.079 0.755 1.207 (50.477) 0.005 121.548 127.633 – – 1.174 (7.822) 626.043 188.727 0.503 – – – 0.059 0.047 0.753 0.870 – – 27.249 40.015 Total Expense excluding tax 0.001 0.001 1.539 7.643 626.603 186.944 0.520 0.692 0.013 0.008 0.048 0.018 0.021 0.066 0.013 (0.251) 29.078 74.094 54.269 99.376 55.786 93.108 2.593 58.266 10.377 52.606 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 – – – – – – – – – – 0.018 (0.001) 0.285 0.312 – 0.089 – 0.319 – 0.036 – 0.069 (0.001) (0.001) (0.365) (15.465) (0.560) 1.783 (0.017) (0.692) (0.013) (0.008) (0.007) 0.030 0.447 0.492 (0.013) 0.162 (1.829) (34.398) (7.784) 5.624 (56.020) (74.950) 2017-18 2016-17 94.892 169.850 221.616 240.545 50.094 46.692 106.114 121.573 2017-18 2016-17 491.395 588.525 489.967 587.509 997.411 1007.766 997.008 1006.718 – – 0.403 1.048 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2017-18 2017-18 2016-17 1717.123 1792.328 14.272 13.958 150.957 28.615 534.150 179.030 32.907 45.023 17.696 17.740 1500.921 1620.490 6.334 6.365 150.195 28.612 526.782 180.016 32.907 45.023 18.156 12.528 1901.446 2238.447 0.551 0.582 96.439 23.172 388.537 109.656 18.314 71.707 0.027 0.010 1573.576 1880.248 0.011 0.215 95.037 23.168 375.696 110.643 18.314 71.707 5.699 (0.026) – – 0.194 0.135 0.643 0.001 4.486 – – – – – 327.870 358.199 0.346 0.232 0.759 0.003 8.355 (0.987) – – (5.672) 0.036 – – – – 0.003 (0.056) – – – – – – – – – – 0.520 (0.510) – – (0.009) (0.074) 0.010 (0.033) 4.332 (16.597) – – – – – – – – – – (0.001) (0.001) (0.365) (15.465) (0.557) 1.727 (0.017) (0.692) (0.013) (0.008) (0.007) 0.030 0.447 0.492 (0.013) 0.162 (1.309) (34.908) (7.784) 5.624 (56.029) (75.024) 0.413 1.015 332.202 341.602 0.346 0.232 0.759 0.003 8.355 (0.987) – – (5.672) 0.036 341 Notes forming part of the Financial Statements (contd.) NOTE [59] (contd.) Sr. No. Name of the joint operation Year 20. 21. 22. 23. Larsen and Toubro Limited-Scomi Engineering BHD Consortium- Residual Joint Works Joint Venture Larsen and Toubro Limited-Scomi Engineering BHD Consortium-O&M Joint Venture L&T- Inabensa Consortium L&T-Delma Mafraq Joint Venture 24. L&T-AL-Sraiya LRDP 6 Joint Venture 25. 26. 27. 28. 29. Larsen & Toubro Limited & NCC Limited Joint Venture Besix - Larsen & Toubro Joint Venture Larsen & Toubro Ltd - Passavant Energy & Environment JV LNT-Shriram EPC Tanzania UJV LTH Milcom Private Limited Total 2017-18 2016-17 2017-18 2016-17 2017-18 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2017-18 2016-17 2017-18 2016-17 As at period end Total Assets Total Liabilities Total Income 8.995 2.904 7.591 10.805 30.923 325.673 266.412 275.208 214.439 65.194 68.326 254.207 110.947 22.756 2.615 172.037 0.052 0.064 5151.582 4211.099 0.500 (5.969) 41.011 36.575 31.270 401.918 278.457 250.604 190.135 39.595 42.686 227.628 110.947 23.290 2.615 171.898 0.011 0.012 5088.117 4084.404 0.813 8.533 4.512 7.611 23.263 635.825 343.945 279.741 264.506 13.312 159.325 402.949 64.889 29.978 1.521 89.469 – – 5662.762 4556.758 Company’s share For the year v crore Total Expense excluding tax 1.191 1.794 12.162 11.660 23.610 699.959 387.295 279.569 239.370 13.316 140.235 376.649 64.889 30.513 1.521 89.331 0.012 0.013 5437.687 4311.137 Total tax Profit after tax Other Comprehensive Income Total Comprehensive Income – – – – – – – – – 0.037 7.727 – – – – – – – 5.663 8.687 (0.378) 6.739 (7.650) (4.049) (0.347) (64.134) (43.350) 0.172 25.136 (0.041) 11.363 26.300 – (0.535) – 0.138 (0.012) (0.013) 219.412 236.934 – – – – – (0.067) – 0.128 – – – 0.278 – – – 0.001 – – 5.196 (17.27) (0.378) 6.739 (7.650) (4.049) (0.347) (64.201) (43.350) 0.300 25.136 (0.041) 11.363 26.578 – (0.535) – 0.139 (0.012) (0.013) 224.608 219.664 II Joint operation (with specific ownership of activity carried out through the arrangement): Sr. No. 1. Name of the joint operation L&T Sojitz Consortium Principal place of business India 2. L&T-KBL (UJV) Hyderabad 3. L&T-KBL-MAYTAS UJV 4. Mallanna Sagar Reservoir LnT-Prasad-RK Infra JV^ 5. 6. Larsen & Toubro Limited Waterleau Consortium L&T-BRAPL JV (package II) India India India Qatar India Description of the interest Design and construction of Special Bridge across Narmada River Structure for Dedicated Freight Corridor Corporation. Jointly Controlled Operations (Investigation, Design, Supply and Erection of necessary lift systems with all electrical and mechanical components including surge protection systems). Jointly Controlled Operations (Transmission of 735 Mld treated water associated with all Civil, Electrical & Mechanical works at Hyderabad). Jointly Controlled Operations (Construction of Reservoir of 50 TMC, formation of earth bund with all associated components for Reach 2 and adjoining Reach 3). Construction of Sewage Treatment Plant of 7.5 MLD at Alshamal. Jointly Controlled Operations (Design, Supply, Erection, Testing & Commissioning of 25 KV, 50HZ, Single Phase, Traction Over-head Equipment, Switching Stations, SCADA and other associated works, in the state of Karnataka and Andhra Pradesh, India.). 342 343 Notes forming part of the Financial Statements (contd.) NOTE [59] (contd.) Sr. No. 7. Name of the joint operation L&T-BRAPL JV (package III) Principal place of business India 8. IIS-L&T Consortium India Description of the interest Jointly Controlled Operations (Design, Supply, Erection, Testing & Commissioning of 25 KV, 50HZ, Single Phase, Traction Over-head Equipment, Switching Stations, and other associated works, in the state of Karnataka and Andhra Pradesh, India.). Design & Construction of 8 Special Steel Bridges over water main and Railways and across creek & rivers including Ulhas Damanganga, Par & Tapi rivers, involving Bridge Structure , approaches in formation in embankments with 1 Major Bridge , 3 Minor Bridges and 1 RUB, guide bunds and protection works including testing and commissioning on Design-Build Lumpsum price basis for JNPT Vadodara Section of Western Dedicated Freight Corridor (Phase-2). Construction of Medigadda Barrage. Dredging, Reclamation, Revetment, Quarrying and NAV Aids for project Sea-Bird, Phase- IIA at Naval Base, Karwar. Salalah Airport Project. Construction of 400KV Underground cable line and OHL from 400 KV Sohar IPP 3 GS to 400 KV Sohar Free Zone. Construction of new 400KV OHL from IBRI to IZKI and 400 KV reactors. Construction of 400/132 KV Grid stations at Qabel and Associated works. DC of ST Works for Double Line Rly involving TD Syst EI Aut. Sig. TMS Interlocking of LC Gates Dispatch Tel. Sys FOCS GSM(R) Dig. Elec.Ex. Syst Master Clock Syst for JNPT VADODARA Sec.-422 KM including TC on Design-Build LS Basis of WDFC Phase 2. Civil Building And Track Works Contract Ctp-14. Design Supply Installation Testing and Commissioning of 2x25 kv Overhead Equipments Traction Sub-Stations Auxiliary Stations Switching Stations Auto Transformer Stations and SCADA System on Design-Build Lump Sum Price Basis for JNPT -Makarpur section. Civil Building And Track Works Contract Package- 3 (R). Malaysia Execution of 500 KV Transmission Line Tender in Malaysia. India RLBU - Mumbai Monorail Project. India Design Supply Installation Testing and Commissioning of 2x25 kv Overhead Equipments Traction Sub-Stations Auxiliary Stations Switching Stations Auto Transformer Stations and SCADA System on Design-Build Lump Sum Price Basis for Rewari- Makarpura. India India Oman Oman Oman Oman India India India India 9. 10. 11. 12. PES Engg P ltd-L&T Consortium L&T ISDPL-DI (JV)^^ L&T Galfar Consortium L&T Oman-L&T consortium 13. L&T Oman-L&T consortium 14. L&T Oman-L&T consortium 15. Sojitz Corporation-L&T consortium 16. 17. 18. 19. 20. 21. Sojitz Corporation-L&T consortium Sojitz Corporation-L&T consortium Sojitz Corporation-Gayathri Projects Ltd-L&T consortium PESB and Larsen & Toubro Joint Venture Scomi Engineering Bhd-L&T consortium Sojitz Corporation-L&T consortium 342 343 ^ The joint operation has been formed on October 11, 2017 ^^ The joint operation has been formed on August 1, 2017 Notes forming part of the Financial Statements (contd.) NOTE [60] Disclosure pursuant to Ind AS 103 “Business Combinations”: During the year Spectrum Infotech Private Limited (SIPL), a wholly owned subsidiary, was merged with the Company under a scheme of amalgamation approved by National Company Law Tribunal on March 27, 2018. The merger is effective from the appointed date April 1, 2017. SIPL has a registered office in Bengaluru, India and is engaged in the business of Manufacture of Electronic Systems and Sub-systems. No fresh shares are issued to effect the merger as SIPL is wholly owned subsidiary of the Company. Further the merger is accounted using pooling of interest method, involving the following: a. The assets and liabilities of SIPL are reflected at their carrying amounts. No adjustment is made to reflect the fair values, or recognise any new asset or liability. b. The financial information in the financial statements of the Company is restated from the effective date April 1, 2017. c. d. e. The balance of the retained earnings appearing in the financial statements of the SIPL is aggregated with the corresponding balance appearing in the financial statements of the Company. The identity of General Reserve and Securities Premium is preserved and is appearing in the financial statements of the Company in the same form in which they appeared in financial statements of SIPL; and The excess of amount of investment by the Company in SIPL over the share capital of SIPL is treated as capital reserve in Company’s financial statements and the same is presented separately from other capital reserves [refer to Note 18]. NOTE [61] Disclosure pursuant to Ind AS 20 “Accounting for Government Grants and Disclosure of Government Assistance”: The Company’s exports qualify for various export benefits offered in the form of duty credit scrips under foreign trade policy framed by Department General of Foreign Trade India (DGFT). Income accounted towards such export incentives amounts to R 111.04 crore (previous year: R 27.23 crore). NOTE [62] Disclosure pursuant to Ind AS 7 “Statement of Cash Flows” - Changes in liabilities arising from financing activities: Sr. No. 1 2 3 4 5 6 Particulars Opening balance Changes from financing cash flows The effect of changes in foreign exchange rates Interest accrued Other changes (transfer within categories) Closing balance Non-current borrowings (Note 19) Current borrowings (Note 23) Current maturities of long term borrowings (Note 24) 7134.28 (770.63) 10.06 57.72 (936.27) 2312.50 1783.81 32.62 0.64 – 1111.59 (1100.79) (10.80) – 936.27 v crore Total 10558.37 (87.61) 31.88 58.36 – 5495.16 4129.57 936.27 10561.00 344 345 Notes forming part of the Financial Statements (contd.) NOTE [62] (contd.) Amounts reported in the Statement of Cash Flows under financing activities: Particulars Proceeds from non-current borrowings Repayment of non-current borrowings (Repayments)/proceeds from other borrowings (net) Total changes from financing cash flows (refer to Sr. No. 2 above) NOTE [63] v crore Amounts reported in statement of cash flows 1922.70 (3794.12) 1783.81 (87.61) Disclosure pursuant to Ind AS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” on new Ind AS that has been issued but is not effective as of the closing day of the reporting period: A. Ind AS 115 “Revenue from Contracts with Customers” The Ministry of Corporate Affairs notified Ind AS 115 “Revenue from Contracts with Customers” in respect of accounting periods commencing on or after April 1, 2018, superseding Ind AS 11 “Construction Contracts” and Ind AS 18 “Revenue”. The Company’s current revenue recognition policy is broadly aligned to the principles enunciated in Ind AS 115 and does not require any material change except for realty business. In terms of Ind AS 115, revenue of realty business will be recognised at the time of delivery of units to the customers as compared to revenue recognition based on percentage completion method currently followed as per the Guidance note issued by the Institute of Chartered Accountants of India. The management is in the process of implementing Ind AS 115 and does not expect any material impact on the Company’s financial position as at March 31, 2018 and on the financial results of the Company in the first year of implementation viz. financial year commencing on April 1, 2018 except as above. B. Ind AS 21 “The Effects of Changes in Foreign Exchange Rates” On March 28, 2018, the Ministry of Corporate Affairs notified Companies (Indian Accounting Standards) Amendment Rules, 2018 and inserted Appendix B, Foreign Currency Transactions and Advance Consideration in Ind AS 21. In Appendix B, it is clarified that the date of transaction to determine the exchange rate to use on initial recognition of related asset, expense or income is the date on which the initial recognition of the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration. The company’s existing accounting policy conforms to the above clarification. NOTE [64] Figures for the previous year have been regrouped/re-classified to conform to the figures of the current year. 344 345 NOTES 346 PB Consolidated Financial Statements 2017-18 DELOITTE HASKINS & SELLS LLP Chartered Accountants Indiabulls Finance Centre, Tower 3 27th – 32nd Floor, Senapati Bapat Marg Elphinstone Road (West) Mumbai 400 013. INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF LARSEN & TOUBRO LIMITED Report on the Consolidated Ind AS Financial Statements We have audited the accompanying consolidated Ind AS financial statements of LARSEN & TOUBRO LIMITED (hereinafter referred to as the “Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as the “Group”), which includes Group’s share of profit/ loss in its associates and its joint ventures and which also includes 31 joint operations of the Group accounted on a proportionate basis, comprising the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of Cash Flows, and the Consolidated Statement of Changes in Equity, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”). Management’s Responsibility for the Consolidated Ind AS Financial Statements The Parent’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as the “Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance (including other comprehensive income), consolidated statement of cash flows and the consolidated statement of changes in equity of the Group including its joint operations, associates and joint ventures in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its joint operations, associates and joint ventures are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, and of its joint operations, associates and joint ventures for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Parent, as aforesaid. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Parent’s preparation of the consolidated Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Parent’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements. 347 We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in sub-paragraphs (a) and (b) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements/financial information of the joint operations, subsidiaries, associates and joint ventures referred to below in the Other Matters paragraph, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group, its joint operations, associates and joint ventures as at March 31, 2018, and their consolidated profit, consolidated total comprehensive income, consolidated cash flows and consolidated statement of changes in equity for the year ended on that date. Other Matters (a) The consolidated Ind AS financial statements include the financial information of 27 joint operations included in the standalone financials of the respective entities of the Group whose financial information reflect total assets of R 4,801.11 crore as at March 31, 2018 and total revenues of R 5,459.95 crore and net cash inflows amounting to R 189.64 crore for the year ended on the date. The financial information of these joint operations have been audited by other auditors whose reports have been furnished to us by the Management and our opinion in so far as it relates to the amounts and disclosures included in respect of these joint operations, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid joint operations is based solely on the reports of such other auditors. (b) The consolidated Ind AS financial statements include the financial information of 73 subsidiaries, whose financial information reflect total assets of R 1,07,664.88 crore as at March 31, 2018, total revenues of R 43,824.89 crore and net cash inflows amounting to R 1,875.64 crore for the year ended on that date, as considered in the consolidated Ind AS financial statements which have not been audited by us. The consolidated Ind AS financial statements also include the Group’s share of total loss after tax (net) of R 559.98 crore and total comprehensive loss (net) of R 540.58 crore for the year ended March 31, 2018, as considered in the consolidated Ind AS financial statements, in respect of 2 associates and 13 joint ventures, whose financial information have not been audited by us. The financial information of these subsidiaries, associates and joint ventures have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint ventures, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, associates and joint ventures, is based solely on the reports of such other auditors. (c) The consolidated Ind AS financial statements include the financial information of 3 joint operations whose financial information reflect total assets of R 34.28 crore as at March 31, 2018, and total revenues of R 5.32 crore and net cash outflows amounting to R Nil for the year ended on the date. The financial information of these joint operations is unaudited and has been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, the financial information of these joint operations is not material to the Group. (d) The consolidated Ind AS financial statements include the financial information of 20 subsidiaries, whose financial information reflect total assets of R 84.67 crore as at March 31, 2018, total revenue of R 61.95 crore and net cash inflows amounting to R 20.31 crore for the year ended on that date, as considered in the consolidated Ind AS financial statements which have not been audited by their auditors. The consolidated Ind AS financial statements also include the Group’s share of profit after tax (net) of R 1.36 crore and total comprehensive income (net) of R 1.38 crore for the year ended March 31, 2018, as considered in the consolidated Ind AS financial statements, in respect of 5 associates and 2 joint ventures, whose financial information have not been audited by us. These financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint ventures, is based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, the financial information of these subsidiaries, associates and joint ventures are not material to the Group. (e) The audit of the consolidated financial information for the year ended March 31, 2017 was carried out by us jointly with another firm of chartered accountants, and the report had expressed unmodified opinion in relation thereto. Our opinion on the consolidated Ind AS financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of other auditors and the financial information certified by the Management. 348 Report on Other Legal and Regulatory Requirements As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the financial information of joint operations, subsidiaries, associates and joint venture incorporated in India, referred in the Other Matters paragraph above we report, to the extent applicable, that: (a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements. (b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books, returns and the reports of other auditors. (c) The consolidated Balance Sheet, the consolidated Statement of Profit and Loss (including Other Comprehensive Income), the consolidated Statement of Cash Flows and consolidated Statement of Changes in Equity dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements. (d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act. (e) On the basis of the written representations received from the directors of the Parent as on March 31, 2018 taken on record by the Board of Directors of the Parent and the reports of the statutory auditors of its joint operations companies, subsidiary companies, associate companies and joint venture companies incorporated in India, none of the Directors of the Group companies, its joint operations, associate companies and joint venture companies incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act. (f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”, which is based on the auditors’ reports of the Parent, subsidiary companies, joint operation companies, associate companies and joint venture companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of Parent’s internal financial controls over financial reporting. (g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. ii. The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and joint ventures. Provision has been made in the consolidated Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; and iii. There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Parent and its subsidiary companies, associate companies and joint venture companies incorporated in India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH (Partner) (Membership No. 70928) MUMBAI, May 28, 2018 349 ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph “f” under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of LARSEN & TOUBRO LIMITED (hereinafter referred to as “Parent”) and its subsidiary companies (hereinafter referred to as the “Group”), which includes internal financial controls over financial reporting of its joint operations, its joint ventures and its associate companies, which are companies incorporated in India, as of that date. Management’s Responsibility for Internal Financial Controls The respective Board of Directors of the Parent, its subsidiary companies, its joint operations, its joint ventures and its associate companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies, its joint operations, its joint ventures and its associate companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by other auditors of the subsidiary companies, joint operations, joint ventures and associate companies, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies, its joint operations, its joint ventures and its associate companies, which are companies incorporated in India. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that 350 the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies, its joint operations, its joint ventures and its associate companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note. Other Matters Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to 35 subsidiary companies, 1 joint operation, 12 joint venture companies and 2 associate companies, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to 5 subsidiary companies, and 2 associate companies, which are companies incorporated in India, whose financial information is unaudited, and is based solely on the Management’s representations provided to us and our opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting of the Group is not affected as the financial information of such entities is not material to the Group. Our opinion is not modified in respect of the above matters with respect to our reliance on the work done and the reports of other auditors and the financial information certified by the Management. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm Registration No. 117366W/W-100018) P. R. RAMESH (Partner) (Membership No. 70928) MUMBAI, May 28, 2018 351 Consolidated Balance Sheet as at March 31, 2018 Note As at 31-3-2018 v crore v crore As at 31-3-2017 v crore v crore ASSETS: Non-current assets Property, plant and equipment Capital work-in-progress Investment Property Goodwill Other intangible assets Intangible assets under development Financial assets Investments in joint ventures and associates Other investments Loans Loans towards financing activities Other financial assets Deferred tax assets (net) Other non-current assets Current assets Inventories Financial assets Investments Trade receivables Cash and cash equivalents Other bank balances Loans Loans towards financing activities Other financial assets Other current assets Group(s) of assets classified as held for sale TOTAL ASSETS 2 2 3 4 5 5 55(e) 6 7 8 9 50(d) 10 11 12 13 14 15 16 17 18 19 52 11232.97 1944.71 3613.26 1398.66 432.22 11353.23 54931.64 1736.15 3697.51 4139.74 10642.04 2143.07 4345.86 1561.78 2030.51 11300.36 70071.77 2131.98 4587.74 4847.80 2487.59 3359.47 1793.85 61816.54 614.32 9464.25 34654.08 6834.34 1198.19 559.72 26448.01 4194.59 2772.90 2679.90 1487.38 47133.86 857.60 14300.22 28688.97 3526.87 1779.09 486.45 24927.38 3286.34 83353.18 46524.83 1512.43 245053.35 76995.32 39056.82 1649.37 212181.60 352 Consolidated Balance Sheet as at March 31, 2018 (contd.) EQUITY AND LIABILITIES: Equity Equity share capital Other equity Note As at 31-3-2018 v crore v crore As at 31-3-2017 v crore v crore 20 21 280.27 55376.72 186.59 50029.93 Equity attributable to owners of the Company Non-controlling interest 55656.99 5625.00 50216.52 3563.60 Liabilities Non-current liabilities Financial liabilities Borrowings Other financial liabilities Provisions Deferred tax liabilities (net) Other non-current liabilities Current liabilities Financial liabilities Borrowings Current maturities of long term borrowings Trade payables Other financial liabilities Other current liabilities Provisions Current tax liabilities (net) Liabilities associated with group(s) of assets classified as held for sale 22 23 72914.76 353.95 67340.58 226.09 24 50(d) 25 26 27 28 29 30 31 52 19331.85 15277.47 37794.96 4848.99 73268.71 523.54 637.92 67.97 77253.27 27326.97 2483.75 747.26 1461.97 16534.47 10078.90 30294.86 4828.64 67566.67 526.60 610.95 172.14 61736.87 23384.55 2667.81 240.29 1495.60 TOTAL EQUITY AND LIABILITIES 245053.35 212181.60 CONTINGENT LIABILITIES COMMITMENTS (capital and others) NOTES FORMING PART OF THE FINANCIAL STATEMENTS 32 33 1 to 65 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S. N. SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) M. DAMODARAN (DIN 02106990) M. M. CHITALE (DIN 00101004) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) SUBODH BHARGAVA (DIN 00035672) VIKRAM SINGH MEHTA (DIN 00041197) N. HARIHARAN Company Secretary M. No. A3471 Mumbai, May 28, 2018 Directors SUNITA SHARMA (DIN 02949529) SANJEEV AGA (DIN 00022065) 353 Consolidated Statement of Profit and Loss for the year ended March 31, 2018 INCOME: Revenue from operations Other income Total income EXPENSES: Manufacturing, construction and operating expenses: Cost of raw materials, components consumed Excise duty Construction materials consumed Purchase of stock-in-trade Stores, spares and tools consumed Sub-contracting charges Changes in inventories of finished goods, work-in-progress and stock-in-trade and property development Other manufacturing, construction and operating expenses Finance cost of financial services business and finance lease activity Employee benefits expense Sales, administration and other expenses Finance costs Depreciation, amortisation, impairment and obsolescence Less: Overheads capitalised Total expenses Profit before exceptional items and tax Exceptional items Profit before tax Tax expense: Current tax Deferred tax (net) Note 34 35 36 37 38 39 42 Profit after tax Add: Share in profit/(loss) of joint ventures/associates (net) 55(f) Profit for the year Other comprehensive income A. Items that will not be reclassified to profit or loss: Re-measurements of the net defined benefit Plans Income tax on re-measurements of the net defined benefit Plans B. Items that will be reclassified to profit or loss: Debt instruments through other comprehensive income Income tax on debt instruments through other comprehensive income Foreign currency translation reserve Income tax on foreign currency translation reserve Carried forward - Other comprehensive income 354 2017-18 2016-17 v crore v crore v crore v crore 119862.10 1412.03 121274.13 110011.00 1344.11 111355.11 15377.21 178.94 24057.20 1357.76 2384.91 24639.02 (1230.19) 10520.74 6019.74 14320.98 699.19 20716.99 1610.57 2090.42 22560.54 84.00 10595.04 5362.09 83305.33 15292.48 7698.10 1538.52 1928.73 109763.16 5.19 109757.97 11516.16 123.00 11639.16 3198.87 8440.29 (435.86) 8004.43 78039.82 13853.97 6988.24 1338.73 2369.93 102590.69 1.51 102589.18 8765.93 121.43 8887.36 2006.59 6880.77 (395.27) 6485.50 34.84 (5.47) (45.48) (2.05) 97.61 0.49 (31.30) 5.95 29.37 (25.35) (5.33) (1.08) (133.12) 2.29 (6.41) (130.83) (162.59) (47.53) 98.10 79.94 50(a) 50(a) 3732.27 (533.40) 2834.35 (827.76) Consolidated Statement of Profit and Loss for the year ended March 31, 2018 (contd.) Brought forward - Other comprehensive income Effective portion of gains and losses on hedging instruments in a cash flow hedge Income tax on effective portion of gains and losses on hedging instruments in a cash flow hedge Cost of hedging reserve Income tax on cost of hedging reserve Other Comprehensive Income for the year [net of tax] Total comprehensive income for the year Profit for the year attributable to: - Owners of the Company - Non controlling interests Other comprehensive income for the year attributable to: - Owners of the Company - Non controlling interests Total comprehensive income for the year attributable to: - Owners of the Company - Non controlling interests Basic earnings per equity share (R) Diluted earnings per equity share (R) Face value per equity share (R) NOTES FORMING PART OF THE FINANCIAL STATEMENTS 49 49 1 to 65 2017-18 Note v crore v crore 79.94 2016-17 v crore 555.83 v crore (162.59) 91.06 (8.38) 1.16 (0.52) (218.59) 82.68 337.24 4.17 (1.04) 0.64 163.26 8167.69 7369.86 634.57 8004.43 162.33 0.93 163.26 7532.19 635.50 8167.69 52.62 52.49 2.00 3.13 177.78 6663.28 6041.23 444.27 6485.50 146.38 31.40 177.78 6187.61 475.67 6663.28 43.20 43.05 2.00 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S. N. SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) M. DAMODARAN (DIN 02106990) M. M. CHITALE (DIN 00101004) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) SUBODH BHARGAVA (DIN 00035672) VIKRAM SINGH MEHTA (DIN 00041197) N. HARIHARAN Company Secretary M. No. A3471 Mumbai, May 28, 2018 Directors SUNITA SHARMA (DIN 02949529) SANJEEV AGA (DIN 00022065) 355 Consolidated Statement of Changes in Equity for the year ended March 31, 2018 A. Equity share capital Particulars Issued, subscribed and fully paid up equity shares outstanding at the beginning of the year Add: Shares issued on exercise of employee stock options during the year Add: Bonus shares allotted during the year Issued, subscribed and fully paid up equity shares outstanding at the end of the year 2017-18 2016-17 Number of shares 93,29,65,803 16,38,898 46,67,64,755 v crore 186.59 0.33 93.35 Number of shares 93,14,78,845 14,86,958 – v crore 186.30 0.29 – 1,40,13,69,456 280.27 93,29,65,803 186.59 B. Other equity Particulars Equity component of Foreign currency convertible bonds Reserves and surplus Capital reserve Securities premium account Capital Redemp- tion Reserve Employee share options (net) Statutory Reserves Retained Earnings v crore Total Non– controlling interest Items of other comprehensive income Total Other Equity Hedging reserve Foreign currency translation reserve Debt instruments through Other Comprehen- sive Income 153.20 280.40 – 8164.72 282.22 2659.30 31724.59 609.59 44.01 76.03 43994.06 2892.84 46886.90 Balance as at 1-4-2016 Profit for the year (a) Other comprehensive income (b) Total comprehensive income for the year (a+b) Issue of equity shares Share issue expenses Impact of business combination Transfer from/(to) retained earnings during the year Employee share options (net) Depreciation charged against retained earnings (net of deferred tax) Dividend paid for previous year Additional tax on dividend paid for the previous year Net gain/loss on transaction with non-controlling interest Increase in non-controlling interest due to dilution/ divestment/acquisition – – – – – – – – – – – – – – – – – – (0.12) – – – – – – – – – – – – – – – – – – – – – – – 154.18 (0.05) – – – – – – – – – – – – – – – – – – – – – – – (21.86) 83.00 (61.14) 42.89 – – – – – – – – – (0.30) (1701.51) – (368.49) – 1721.66 – – 6041.23 – – – 6041.23 444.27 6485.50 (20.72) (131.35) 303.51 (5.06) 146.38 31.40 177.78 6020.51 (131.35) 303.51 (5.06) 6187.61 475.67 6663.28 – – – – – – – – – – – – – – – – – – – – – – – – – – 154.18 (0.05) (0.12) – – – – – 154.18 (0.05) (0.12) – 42.89 19.96 62.85 (0.30) – (0.30) – (1701.51) (92.14) (1793.65) – (368.49) – (368.49) – 1721.66 (1721.66) – – – 1988.93 1988.93 Balance as at 31-3-2017 153.20 280.28 – 8318.85 303.25 2742.30 37335.32 478.24 347.52 70.97 50029.93 3563.60 53593.53 356 Consolidated Statement of Changes in Equity for the year ended March 31, 2018 (contd.) Particulars Share application money pending allotment Equity component of Foreign currency convertible bonds Reserves and surplus Capital reserve Securities premium account Capital Redemp- tion Reserve Employee share options (net) Statutory Reserves Retained Earnings v crore Total Non– controlling interest Items of other comprehensive income Total Other Equity Hedging reserve Foreign currency translation reserve Debt instruments through Other Comprehen- sive Income 153.20 – 280.28 – – 8318.85 – – 303.25 – 2742.30 – 37335.32 7369.86 478.24 – 347.52 – 70.97 50029.93 7369.86 – 3563.60 53593.53 8004.43 634.57 23.56 94.43 90.53 (46.19) 162.33 0.93 163.26 7393.42 94.43 90.53 (46.19) 7532.19 635.50 8167.69 Balance as at 1-4-2017 Profit for the year (c ) Other comprehensive income (d) Total comprehensive income for the year (c+d) Issue of equity shares Transfer to non- financial assets/liabilities Share issue expenses Impact of business combination Transfer from/(to) retained earnings during the year Employee share options (net) Utilised for issue of bonus shares Dividend paid for the previous year Additional tax on dividend paid for the previous year Share application money received during the year Net gain/loss on transactions with non-controlling interest Increase in non-controlling interest due to dilution/ divestment/acquisition – – – – – – – – – – – – – 3.56 – – – – – – – – – – – (4.20) – – – – – 137.63 – – – – (0.13) – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 42.00 – 0.02 – (21.30) 31.61 610.61 – (631.33) – – (93.35) – – – – – – – – – – – – – – – – – – – (1960.76) – (441.05) – – – 113.83 – 27.74 – – – – – – – – – – – – – – 137.63 – 137.63 (0.28) – – – – – – – – – – – – – – – (0.28) (0.13) (4.20) – (0.28) (0.13) – (4.20) – 31.61 – 5.57 – 37.18 – (93.35) – (93.35) – (1960.76) (151.20) (2111.96) – (441.05) – (441.05) – 3.56 – 3.56 – 113.83 (113.83) – – 27.74 1685.36 1713.10 Balance as at 31-03-2018 3.56 153.20 276.08 42.00 8363.02 313.56 3352.91 41837.17 572.67 437.77 24.78 55376.72 5625.00 61001.72 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S. N. SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) M. DAMODARAN (DIN 02106990) M. M. CHITALE (DIN 00101004) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) SUBODH BHARGAVA (DIN 00035672) VIKRAM SINGH MEHTA (DIN 00041197) N. HARIHARAN Company Secretary M. No. A3471 Mumbai, May 28, 2018 Directors SUNITA SHARMA (DIN 02949529) SANJEEV AGA (DIN 00022065) 357 Consolidated Statement of Cash Flows for the year ended March 31, 2018 A. Cash flow from operating activities: Profit before tax (excluding non-controlling interest and exceptional items) Adjustments for : Dividend received Depreciation, amortisation, impairment and obsolescence Exchange difference on items grouped under financing/investing activities Effect of exchange rate changes on cash and cash equivalents Interest expense Interest income (Profit)/loss on sale of property, plant and equipment and investment property (net) (Profit)/loss on sale/fair valuation of investments (net) (Profit)/loss on sale of stake in subsidiary companies of Realty Segments (Gain)/loss on derivatives at fair value through profit or loss Employee stock option-discount forming part of employee benefits expense Gain on settlement of debt Operating profit before working capital changes Adjustments for : (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase/(decrease) in trade payables and customer advances Cash generated from operations before financing activities (Increase)/decrease in loans and advances towards financing activities Cash generated from operations Direct taxes refund/(paid) [net] Net cash (used in)/from operating activities B. Cash flow from investing activities: Purchase of fixed assets Sale of fixed assets (including advance received) Purchase of non-current investments Sale of non-current investments (Purchase)/sale of current investments (net) Change in other bank balance and cash not available for immediate use Investment in joint ventures Deposits/loans given to associates, joint ventures and third parties Deposits/loans repaid by associates, joint ventures and third parties Interest received Dividend received from associates Dividend received from other investments Consideration received on transfer of foundry business unit Settlement of derivative contracts related to current investments Consideration received on disposal of subsidiaries (including advance received) Consideration paid on acquisition of subsidiaries Cash & cash equivalents acquired pursuant to acquisition of subsidiaries Cash & cash equivalents discharged pursuant to disposal of subsidiaries Net cash (used in)/from investing activities 358 2017-18 v crore 2016-17 v crore 11516.16 8765.93 (2748.08) 1928.73 (31.03) (53.53) 1538.52 (665.67) (686.23) 2217.72 – 125.74 111.39 (5.58) 13248.14 (14499.91) (642.38) 11725.82 9831.67 (16459.25) (6627.58) (3403.44) (10031.02) (2877.17) 862.13 (1170.49) 428.59 2551.83 484.65 – (621.93) 229.89 534.51 0.66 2748.08 – (125.74) 1048.29 (213.77) 50.47 (15.50) 3914.50 (748.63) 2369.93 (80.51) 34.92 1338.73 (422.62) (17.88) (34.22) (95.81) 56.89 88.17 – 11254.90 (2471.33) 1509.77 5307.44 15600.78 (5743.85) 9856.93 (3201.67) 6655.26 (2977.09) 156.33 (1055.24) 67.00 (6769.76) (321.60) (2010.36) (410.10) 197.74 408.84 0.57 748.63 83.65 (56.89) 2169.01 (7.07) – (19.60) (9795.94) Consolidated Statement of Cash Flows for the year ended March 31, 2018 (contd.) C. Cash flow from financing activities: Proceeds from issue of share capital (including share application money) Proceeds from non-current borrowings [Note 62] Repayment of non-current borrowings [Note 62] Proceeds from other borrowings (net) [Note 62] Payment (to)/from non-controlling interest (net)- including sale proceeds on divestment of part stake in subsidiary companies Settlement of derivative contracts related to borrowings Dividends paid Additional tax on dividend Interest paid (including cash flows on account of interest rate swaps) Net cash (used in)/from financing activities Net (decrease)/increase in cash and cash equivalents (A + B + C) Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 2017-18 v crore 49.50 46903.46 (36964.48) 2680.02 1413.12 149.31 (1960.76) (429.01) (2470.70) 9370.46 3253.94 3544.75 6798.69 2016-17 v crore 53.32 30522.82 (27286.28) 1643.82 2058.82 170.51 (1701.51) (391.54) (2174.03) 2895.93 (244.75) 3789.50 3544.75 Notes: 1. Statement of Cash Flows has been prepared under the indirect method as set out in the Indian Accounting Standard (Ind AS) 7 “Statement of Cash Flows” as specified in the Companies (Indian Accounting Standards) Rules, 2015. 2. Purchase & Sale of fixed assets represents additions & deletions to property, plant and equipment, investment property and intangible assets adjusted for movement of (a) capital work in progress for property, plant and equipment and investment property and (b) Intangible assets under development during the year. 3. Cash and cash equivalents included in the Statement of Cash flows comprise the following : (a) Cash and cash equivalents disclosed under current assets [Note 14] (b) Other bank balances disclosed under current assets [Note 15] (c) Cash and cash equivalents disclosed under non-current assets [Note 9] Total Cash and cash equivalents as per Balance Sheet Add: (i) Unrealised exchange (gain)/loss on cash and cash equivalents Less: (ii) Other bank balances disclosed under current assets [Note 15] Less: (iii) Cash and cash equivalents disclosed under non-current assets [Note 9] Total Cash and cash equivalents as per Statement of Cash Flows 4. Previous year’s figures have been regrouped/reclassified wherever applicable. 2017-18 v crore 6834.34 1198.19 320.31 8352.84 (35.65) 1198.19 320.31 6798.69 2016-17 v crore 3526.87 1779.09 224.06 5530.02 17.88 1779.09 224.06 3544.75 In terms of our report attached For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 by the hand of P. R. RAMESH Partner Membership No. 70928 S. N. SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) M. DAMODARAN (DIN 02106990) M. M. CHITALE (DIN 00101004) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) SUBODH BHARGAVA (DIN 00035672) VIKRAM SINGH MEHTA (DIN 00041197) N. HARIHARAN Company Secretary M. No. A3471 Mumbai, May 28, 2018 Directors SUNITA SHARMA (DIN 02949529) SANJEEV AGA (DIN 00022065) 359 Notes forming part of the Consolidated Financial Statements NOTE [1] Significant Accounting Policies (a) Statement of compliance The Group’s financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations require a different treatment. These financials statements have been approved for issue by the Board of Directors at their meeting held on May 28, 2018. (b) Basis of accounting The Group maintains its accounts on accrual basis following historical cost convention, except for certain financial instruments that are measured at fair value in accordance with Ind AS. Fair value measurements are categorised as below based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety: • • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at measurement date Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3 inputs are unobservable inputs for the valuation of assets or liabilities Above levels of fair value hierarchy are applied consistently and generally, there are no transfers between the levels of the fair value hierarchy unless the circumstances change warranting such transfer. (c) Presentation of financial statements The Balance Sheet and the Statement of Profit and Loss are prepared and presented in the format prescribed in the Schedule III to the Companies Act, 2013 (“the Act”). The Statement of Cash Flows has been prepared and presented as per the requirements of Ind AS 7 “Statement of Cash Flows”. The disclosure requirements with respect to items in the Balance Sheet and Statement of Profit and Loss, as prescribed in the Schedule III to the Act, are presented by way of notes forming part of the financial statements along with the other notes required to be disclosed under the notified Accounting Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended. Amounts in the financial statements are presented in Indian Rupees in crore [1 crore = 10 million] rounded off to two decimal places as permitted by Schedule III to the Companies Act, 2013. Per share data are presented in Indian Rupees to two decimal places. (d) Basis of consolidation (i) The consolidated financial statements incorporate the financial statements of the Parent Company and its subsidiaries. For this purpose, an entity which is, directly or indirectly, controlled by the Parent Company is treated as subsidiary. The Parent Company together with its subsidiaries constitute the Group. Control exists when the Parent Company, directly or indirectly, has power over the investee, is exposed to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. (ii) Consolidation of a subsidiary begins when the Parent Company, directly or indirectly, obtains control over the subsidiary and ceases when the Parent Company, directly or indirectly, loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated Statement of Profit and Loss from the date the Parent Company, directly or indirectly, gains control until the date when the Parent Company, directly or indirectly, ceases to control the subsidiary. (iii) The consolidated financial statements of the Group combines financial statements of the Parent Company and its subsidiaries line-by-line by adding together the like items of assets, liabilities, income and expenses. All intra-group assets, liabilities, income, expenses and unrealised profits/losses on intra-group transactions are eliminated on consolidation. The accounting policies of subsidiaries have been harmonised to ensure the consistency with the policies adopted by the Parent Company. 360 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) The consolidated financial statements have been presented to the extent possible, in the same manner as Parent Company’s standalone financial statements. Profit or loss and each component of other comprehensive income are attributed to the owners of the Parent Company and to the non-controlling interests and have been shown separately in the financial statements. (iv) Non-controlling interest represents that part of the total comprehensive income and net assets of subsidiaries attributable to interests which are not owned, directly or indirectly, by the Parent Company. (v) The gains/losses in respect of part divestment/dilution of stake in subsidiary companies not resulting in ceding of control, are recognised directly in other equity attributable to the owners of the Parent Company. (vi) The gains/losses in respect of divestment of stake resulting in ceding of control in subsidiary companies are recognised in the Statement of Profit and Loss. The investment representing the interest retained in a former subsidiary, if any, is initially recognised at its fair value with the corresponding effect recognised in the Statement of Profit and Loss as on the date the control is ceded. Such retained interest is subsequently accounted as an associate or a joint venture or a financial asset. (e) Investments in joint venture and associates When the Group has with other parties joint control of the arrangement and rights to the net assets of the joint arrangement, it recognises its interest as joint venture. Joint control exists when the decisions about the relevant activities require unanimous consent of the parties sharing the control. When the Group has significant influence over the other entity, it recognises such interests as associates. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over the entity. The results, assets and liabilities of joint venture and associates are incorporated in the consolidated financial statements using equity method of accounting after making necessary adjustments to achieve uniformity in application of accounting policies, wherever applicable. An investment in associate or joint venture is initially recognised at cost and adjusted thereafter to recognise the Group’s share of profit or loss and other comprehensive income of the joint venture or associate. Gain or loss in respect of changes in other equity of joint ventures or associates resulting in dilution of stake in the joint ventures and associates is recognised in the Statement of Profit and Loss. On acquisition of investment in a joint venture or associate, any excess of cost of investment over the fair value of the assets and liabilities of the joint venture, is recognised as goodwill and is included in the carrying value of the investment in the joint venture and associate. The excess of fair value of assets and liabilities over the investment is recognised directly in equity as capital reserve. The unrealised profits/losses on transactions with joint ventures are eliminated by reducing the carrying amount of investment. The carrying amount of investment in joint ventures and associates is reduced to recognise impairment, if any, when there is objective evidence of impairment. When the Group’s share of losses of an associate or a joint venture exceeds the Group’s interest in that associate or joint venture (which includes any long term interests that, in substance, form part of the Group’s net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. (f) Interests in joint operations When the Group has joint control of the arrangement based on contractually determined right to the assets and obligations for liabilities, it recognises such interests as joint operations. Joint control exists when the decisions about the relevant activities require unanimous consent of the parties sharing the control. In respect of its interests in joint operations, the Group recognises its share in assets, liabilities, income and expenses line-by-line in the standalone financial statements of the entity which is party to such joint arrangement which then becomes part of the consolidated financial statements of the Group when the financial statements of the Parent Company and its subsidiaries are combined for consolidation. Interests in joint operations are included in the segments to which they relate. (g) Business Combination/Goodwill on consolidation The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the statement of profit and loss as incurred. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. 361 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) Goodwill on consolidation as on the date of transition i.e. April 1, 2015 represents the excess of cost of acquisition at each point of time of making the investment in the subsidiary over the Group’s share in the net worth of a subsidiary. For this purpose, the Group’s share of net worth is determined on the basis of the latest financial statements, prior to the acquisition, after making necessary adjustments for material events between the date of such financial statements and the date of respective acquisition. Capital reserve on consolidation represents excess of the Group’s share in the net worth of a subsidiary over the cost of acquisition at each point of time of making the investment in the subsidiary. Goodwill on consolidation arising on acquisitions on or after the date of transition represents the excess of(a) consideration paid for acquiring control and (b) acquisition date fair value of previously held ownership interest, if any, in a subsidiary over the Group’s share in the fair value of the net assets (including identifiable intangibles) of the subsidiary as on the date of acquisition of control. Goodwill on consolidation is allocated to cash generating units or group of cash generating units that are expected to benefit from the synergies of the acquisition. Goodwill arising on consolidation is not amortised, however, it is tested for impairment annually. In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off fully. Business combinations arising from transfers of interests in entities that are under common control are accounted at historical cost. The difference between any consideration given and the aggregate historical carrying amounts of assets and liabilities of the acquired entity are recorded in shareholders’ equity. (h) Operating cycle for current and non-current classification Operating cycle for the business activities of the Group covers the duration of the specific project/contract/product line/service including the defect liability period, wherever applicable and extends up to the realisation of receivables (including retention monies) within the agreed credit period normally applicable to the respective lines of business. (i) Revenue recognition Revenue is recognised based on nature of activity when consideration can be reasonably measured and recovered with reasonable certainty. Revenue is measured at the fair value of the consideration received or receivable and is reduced for estimated customer returns, rebates and other similar allowances. (i) Revenue from operations Revenue for the periods upto June 30, 2017 includes excise duty collected from customers. Revenue from July 1, 2017 onwards is exclusive of Goods and Service tax (GST) which subsumed excise duty. Revenue also includes adjustments made towards liquidated damages and variation wherever applicable. Escalation and other claims, which are not ascertainable/ acknowledged by customers are not taken into account. A. Sale of goods Revenue from sale of manufactured and traded goods is recognised when all the following conditions are satisfied: 1. significant risks and rewards of ownership of the goods are transferred to the buyer; 2. the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the good sold; 3. the amount of revenue can be measured reliably; 4. it is probable that the economic benefits associated with the transaction will flow to the Group; and 5. the costs incurred or to be incurred in respect of the transaction can be measured reliably B. Revenue from construction/project related activity and contracts for supply/commissioning of complex plant and equipment is recognised as follows: 1. Cost plus contracts: Revenue from cost plus contracts is recognised by reference to the recoverable costs incurred during the period plus the margin as agreed with the customer. 2. Fixed price contracts: Contract revenue is recognised only to the extent of cost incurred till such time the outcome of the job cannot be ascertained reliably subject to the condition that it is probable that such cost will 362 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) be recoverable. When the outcome of the contract is ascertained reliably, contract revenue is recognised at cost of work performed on the contract plus proportionate margin, using the percentage of completion method. Percentage of completion is the proportion of cost of work performed to-date, to the total estimated contract costs. The estimated outcome of a contract is considered reliable when all the following conditions are satisfied: i. the amount of revenue can be measured reliably; ii. it is probable that the economic benefits associated with the contract will flow to the Group; iii. the stage of completion of the contract at the end of the reporting period can be measured reliably; and iv. the costs incurred or to be incurred in respect of the contract can be measured reliably Expected loss, if any, on a contract is recognised as expense in the period in which it is foreseen, irrespective of the stage of completion of the contract. For contracts where progress billing exceeds the aggregate of contract costs incurred to date plus recognised profits (or recognised losses as the case may be), the surplus is shown as the amount due to customers and in case the aggregate of contract cost incurred to date plus recognised profits (or recognised losses as the case may be) exceeds the progress billing, the surplus is shown as due from customers. Amounts received before the related work is performed are disclosed in the consolidated Balance Sheet, as a liability towards advance received. Amount billed for work performed but yet to be paid by the customer are disclosed in the consolidated Balance Sheet as trade receivables. The amount of retention money held by the customers is disclosed as part of other current assets and is reclassified as trade receivables when it becomes due for payment. C. Revenue from construction/project related activity and contracts executed in joint arrangements under work-sharing arrangement [being joint operations, in terms of Ind AS 111 “Joint Arrangements”], is recognised on the same basis as adopted in respect of contracts independently executed by the Group. D. Revenue from property development activities which are in substance similar to delivery of goods is recognised when all significant risks and rewards of ownership in the land and/or building are transferred to the customer and a reasonable expectation of collection of the sale consideration from the customer exists. Revenue from those property development activities in the nature of a construction contract is recognised based on the ‘Percentage of completion method’ (POC) when the outcome of the contract can be estimated reliably upon fulfillment of all the following conditions: 1. all critical approvals necessary for commencement of the project have been obtained; 2. contract costs for work performed (excluding cost of land/developmental rights and borrowing cost) constitute at least 25% of the estimated total contract costs representing a reasonable level of development; 3. at least 25% of the saleable project area is secured by contracts or agreements with buyers; and 4. at least 10% of the total revenue as per the agreements of sale or any other legally enforceable documents is realised at the reporting date in respect of each of the contracts and the parties to such contracts can be reasonably expected to comply with the contractual payment terms. The costs incurred on property development activities are carried as “Inventories” till such time the outcome of the project cannot be estimated reliably and all the aforesaid conditions are fulfilled. When the outcome of the project can be ascertained reliably and all the aforesaid conditions are fulfilled, revenue from property development activity is recognised at cost incurred plus proportionate margin, using percentage of completion method. Percentage of completion is determined based on the proportion of actual cost incurred to date to the total estimated cost of the project. For the purpose of computing percentage of construction, cost of land, developmental rights and borrowing costs are excluded. Expected loss, if any, on the project is recognised as an expense in the period in which it is foreseen, irrespective of the stage of completion of the contract. 363 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) In the case of the developmental project business and the realty business, revenue includes profit on sale of investment properties or sale of stake in the subsidiary and/or joint venture companies as the sale/divestments are inherent in the business model. E. Rendering of services Revenue from rendering services is recognised when the outcome of a transaction can be estimated reliably by reference to the stage of completion of the transaction. The outcome of a transaction can be estimated reliably when all the following conditions are satisfied: 1. the amount of revenue can be measured reliably; 2. it is probable that the economic benefits associated with the transaction will flow to the Group; 3. the stage of completion of the transaction at the end of the reporting period can be measured reliably; and 4. the costs incurred or to be incurred in respect of the transaction can be measured reliably Stage of completion is determined by the proportion of actual costs incurred to date to the estimated total costs of the transaction. Unbilled revenue represents value of services performed in accordance with the contract terms but not billed. In respect of information technology (IT) business and technology services business, revenue from contracts awarded on time and material basis is recognised when services are rendered and related costs are incurred. Revenue from fixed price contracts is recognised using the proportionate completion method. Revenue from contracts for rendering of engineering design services and other services which are directly related to the construction of an asset is recognised on the same basis as stated in (i) B above. Income from hire purchase and lease transactions is accounted on accrual basis, pro-rata for the period, at the rates implicit in the transaction. Income from bill discounting, advisory and syndication services and other financing activities is accounted on accrual basis. Income from interest-bearing assets is recognised on accrual basis over the life of the asset based on the effective yield. F. G. H. Revenue on account of construction services rendered in connection with Build-Operate-Transfer (BOT) projects undertaken by the Group is recognised during the period of construction using percentage of completion method. After the completion of construction period, revenue relatable to fare/toll collections of such projects from users of facilities is accounted when the amount is due and recovery is certain. License fees for way-side amenities are accounted on accrual basis. I. J. Commission income is recognised as and when the terms of the contract are fulfilled. Income from investment management fees is recognised in accordance with the contractual terms and the SEBI regulations based on average Assets Under Management (AUM) of mutual fund schemes over the period of the agreement in terms of which services are performed. Portfolio management fees are recognised in accordance with the related contracts entered with the clients over the period of the agreement. Trusteeship fees are accounted on accrual basis. K. Revenue from port operation services is recognised on completion of respective services or as per terms agreed with the port operator, wherever applicable. L. Revenue from charter hire is recognised based on the terms of the time charter agreement. M. Revenue from operation and maintenance services of power plant receivable under the Power Purchase Agreement is recognised on accrual basis. N. Other operational revenue: 1. Government grants, which are revenue in nature and are towards compensation for the qualifying costs, incurred by the Group, are recognised as other operational income in the Statement of Profit and Loss in the period in which such costs are incurred. Government grant receivable in the form duty credit scrips is recognised as other 364 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) operational income in the Statement of Profit and Loss in the period in which the application is made to the government authorities and to the extent there is no uncertainty towards its receipt. 2. Other operational revenue represents income earned from the activities incidental to the business and is recognised when the right to receive the income is established as per the terms of the contract. (ii) Other income A. Interest income on investments and loans is accrued on a time basis by reference to the principal outstanding and the effective interest rate including interest on investments classified as fair value through profit or loss or fair value through other comprehensive income. Interest receivable on customer dues is recognised as income in the Statement of Profit and Loss on accrual basis provided there is no uncertainty towards its realisation. B. Dividend income is accounted in the period in which the right to receive the same is established. C. Other items of income are accounted as and when the right to receive such income arises and it is probable that the economic benefits will flow to the group and the amount of income can be measured reliably. (j) Exceptional items An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Group is treated as an exceptional item and the same is disclosed in the notes to accounts. (k) Property, plant and equipment (PPE) PPE is recognised when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. PPE is stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation and cumulative impairment, if any. PPE acquired on hire purchase basis are recognised at their cash values. Cost includes professional fees related to the acquisition of PPE and, for qualifying assets, borrowing costs capitalised in accordance with the Group’s accounting policy. Own manufactured PPE is capitalised at cost including an appropriate share of overheads. Administrative and other general overhead expenses that are specifically attributable to construction or acquisition of PPE or bringing the PPE to working condition are allocated and capitalised as a part of the cost of the PPE. PPE not ready for the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress”. (Also refer to policies on leases, borrowing costs, impairment of assets and foreign currency transactions below). Depreciation is recognised using straight line method so as to write off the cost of the assets (other than freehold land and properties under construction) less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013, or in case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end with the effect of any change in the estimates of useful life/residual value is accounted on prospective basis. Where cost of a part of the asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life. Depreciation on additions to/deductions from, owned assets is calculated pro rata from the date it is ready for use. Extra shift depreciation is provided on a location basis. Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying amount of the asset is allocated over its remaining useful life. Assets acquired under finance leases are depreciated on a straight line basis over the lease term. Where there is reasonable certainty that the Group shall obtain ownership of the assets at the end of the lease term, such assets are depreciated based on the useful life adopted by the Group for similar assets. Freehold land is not depreciated. 365 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) (l) Investment property Properties (including those under construction) held to earn rentals and/or capital appreciation are classified as investment property and are measured and reported at cost, including transaction costs. Depreciation is recognised using straight line method so as to write off the cost of the investment property less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013, or in the case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future benefits embodied in the investment property. The estimated useful life and residual values are also reviewed at each financial year end and the effect of any change in the estimates of useful life/ residual value is accounted on prospective basis. Freehold land and properties under construction are not depreciated. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of property is recognised in the Statement of Profit and Loss in the same period. (m) Intangible assets Intangible assets are recognised when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortisation and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets. Research and development expenditure on new products: (i) Expenditure on research is expensed under respective heads of account in the period in which it is incurred (ii) Development expenditure on new products is capitalised as intangible asset, if all of the following can be demonstrated: A. the technical feasibility of completing the intangible asset so that it will be available for use or sale; B. the Group has intention to complete the intangible asset and use or sell it; C. the Group has ability to use or sell the intangible asset; D. E. F. the manner in which the probable future economic benefits will be generated including the existence of a market for output of the intangible asset or intangible asset itself or if it is to be used internally, the usefulness of intangible assets; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and the Group has ability to reliably measure the expenditure attributable to the intangible asset during its development. Development expenditure that does not meet the above criteria is expensed in the period in which it is incurred. Intangible assets not ready for the intended use on the date of the Balance Sheet are disclosed as “intangible assets under development”. Intangible assets are amortised on straight line basis over the estimated useful life. The method of amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis. The estimated useful life for major categories of the intangible assets are as follows: (i) specialised software: over a period of three to ten years; (ii) technical know-how: over a period of three to seven years; (iii) development costs for new products: over a period of five years; (iv) customer contracts and relationships: over a period of the contract which generally is over seven to ten years; (v) intangible assets with indefinite useful life that are acquired separately are carried at cost less accumulated impairment losses; (vi) fare collection rights obtained in consideration for rendering construction services represent the right to collect fare during the concession period in respect of Build-Operate-Transfer (BOT) projects undertaken by the Group. Fare collection rights are 366 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) capitalised as intangible asset upon completion of the project at the cumulative construction costs including related margins. Till the completion of the project, the same is recognised as intangible assets under development. Fare collection rights are amortised using the straight line method over the period of concession; and (vii) exploration and evaluation expenditure incurred for potential mineral reserves is recognised and reported as part of “intangible assets under development” when such costs are expected to be either recouped in full through successful exploration and development of the area of interest or alternatively, by its sale; or when exploration and evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically available reserves and active and significant operations in relation to the area are continuing or are planned for the future. Exploration assets are re-assessed on a regular basis and these costs are carried forward provided that at least one of the conditions outlined above is met. All other exploration and evaluation expenditure is recognised as expense in the period in which it is incurred. Amortisation on impaired assets is provided by adjusting the amortisation charge in the remaining periods so as to allocate the asset’s revised carrying amount over its remaining useful life. (n) Impairment of assets As at the end of each accounting year, the Group reviews the carrying amounts of its PPE, investment property and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the PPE, investment property and intangible assets are tested for impairment so as to determine the impairment loss, if any. Goodwill and the intangible assets with indefinite life are tested for impairment each year. Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined: (i) in the case of an individual asset, at the higher of the net selling price and the value in use; and (ii) in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher of the cash generating unit’s net selling price and the value in use. (The amount of value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of the Company suitably adjusted for risks specified to the estimated cash flows of the asset). If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. For this purpose, the impairment loss recognised in respect of a cash generating unit is allocated first to reduce the carrying amount of any goodwill allocated to such cash generating unit and then to reduce the carrying amount of the other assets of the cash generating unit on a pro-rata basis. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit), except for allocated goodwill, is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognised immediately in the Statement of Profit and Loss. (o) Employee benefits (i) Short term employee benefits: Employee benefits such as salaries, wages, short term compensated absences, expected cost of bonus, ex-gratia and performance linked rewards falling due wholly within twelve months of rendering the service are classified as short term employee benefits and are expensed in the period in which the employee renders the related service. (ii) Post-employment benefits: A. Defined contribution plans: The Group’s superannuation scheme, state governed provident fund scheme, employee state insurance scheme, social security contributions and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the period in which the employee renders the related service. 367 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) B. Defined benefit plans: The employees’ gratuity fund schemes and employee provident fund schemes managed by board of trustees established by the Company, the post-retirement medical care plan and the Parent Company pension plan represent defined benefit plans. The present value of the obligation under defined benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method. The obligation is measured at the present value of the estimated future cash flows using a discount rate based on the market yield on government securities of a maturity period equivalent to the weighted average maturity profile of the defined benefit obligations at the Balance Sheet date. Re-measurement, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability or asset) and any change in the effect of asset ceiling (if applicable) is recognised in other comprehensive income and is reflected in retained earnings and the same is not eligible to be reclassified to profit or loss. Defined benefit costs comprising current service cost, past service cost and gains or losses on settlements are recognised in the Statement of Profit and Loss as employee benefits expense. Interest cost implicit in defined benefit employee cost is recognised in the Statement of Profit and Loss under finance cost. Gains or losses on settlement of any defined benefit plan are recognised when the settlement occurs. Past service cost is recognised as expense at the earlier of the plan amendment or curtailment and when the Group recognises related restructuring costs or termination benefits. In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis. (iii) Long term employee benefits: The obligation recognised in respect of long term benefits such as compensated absences, long service award etc. is measured at present value of estimated future cash flows expected to be made by the Group and is recognised in a similar manner as in the case of defined benefit plans vide (ii) B above. Long term employee benefit costs comprising current service cost and gains or losses on curtailments and settlements, re-measurements including actuarial gains and losses are recognised in the Statement of Profit and Loss as employee benefit expenses. Interest cost implicit in long term employee benefit cost is recognised in the Statement of Profit and Loss under finance cost. (iv) Termination benefits: Termination benefits such as compensation under employee separation schemes are recognised as expense when the company’s offer of the termination benefit is accepted or when the Group recognises the related restructuring costs whichever is earlier. (p) Leases The determination of whether an agreement is, or contains, a lease is based on the substance of the agreement at the date of inception. Power generation projects executed under long term Power Purchase Agreements (PPA) with state utilities that are in substance finance leases are classified accordingly. (i) Finance leases: Leases where the all the risks and rewards of ownership of the related assets are substantially transferred to the lessee are classified as finance leases. A. Assets taken under finance lease are capitalised at the commencement of the lease at the lower of the fair value or the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on the outstanding liability for each period. B. Assets given under a finance lease are recognised as a receivable at an amount equal to the net investment in the lease. Lease income is recognised over the period of the lease so as to yield a constant rate of return on the net investment in the lease. 368 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) (ii) Operating leases: The leases which are not classified as finance lease are operating leases. A. Lease rentals on assets under operating lease are charged to the Statement of Profit and Loss on a straight line basis over the term of the relevant lease. B. Assets leased out under operating leases are continued to be shown under the respective class of assets. Rental income is recognised on a straight line basis over the term of the relevant lease. (Also refer to policy on depreciation above) (q) Financial instruments Financial assets and/or financial liabilities are recognised when the Group becomes party to a contract embodying the related financial instruments. All financial assets, financial liabilities and financial guarantee contracts are initially measured at transaction values and where such values are different from the fair value, at fair value. Transaction costs that are attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from, as the case may be, the fair value of such financial assets or liabilities on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss. A financial asset and a financial liability is offset and presented on net basis in the balance sheet when there is a current legally enforceable right to set-off the recognised amounts and it is intended to either settle on net basis or to realise the asset and settle the liability simultaneously. (i) Financial assets A. All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets as follows: 1. Investments in debt instruments that are designated as fair value through profit or loss (FVTPL) - at fair value 2. Other investments in debt instruments – at amortised cost, subject to following conditions: • • The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. 3. Debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income [FVTOCI] (unless the same are designated as fair value through profit or loss) • • The asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and The contractual terms of instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. 4. Debt instruments at FVTPL is a residual category for debt instruments, if any, and all changes are recognised in profit or loss. 5. Investments in equity instruments are classified as FVTPL, unless the related instruments are not held for trading and the Group irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income. 6. The group has elected to measure the investments in associates and joint ventures held through unit trusts at FVTPL. B. For financial assets that are measured at FVTOCI, income by way of interest and dividend, provision for impairment and exchange difference, if any, (on debt instrument) are recognised in profit or loss and changes in fair value (other than on account of above income or expense) are recognised in other comprehensive income and accumulated in other 369 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) equity. On disposal of debt instruments at FVTOCI, the cumulative gain or loss previously accumulated in other equity is reclassified to profit or loss. In case of equity instruments at FVTOCI, such cumulative gain or loss is not reclassified to profit or loss on disposal of investments. C. A financial asset is primarily derecognised when: 1. the right to receive cash flows from the asset has expired, or 2. the group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a pass-through arrangement; and a) the group has transferred substantially all the risks and rewards of the asset, or b) the group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. On derecognition of a financial asset in its entirety, the difference between the carrying amount measured at the date of derecognition and the consideration received is recognised in profit or loss. D. Impairment of financial assets: The Group recognises impairment loss on trade receivables using expected credit loss model which involves use of a provision matrix constructed on the basis of historical credit loss experience as permitted under Ind AS 109. In respect of financial services business, the Group applies a separate model of the expected credit loss for recognising impairment loss on financial assets measured at amortised cost, debt instruments at FVTOCI, lease receivables, trade receivables and other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL as follows: • • Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Group estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument. The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the lifetime expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months weighted by the probability of default after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months. • When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Group uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition (ii) Financial liabilities A. Financial liabilities, including derivatives and embedded derivatives, which are designated for measurement at FVTPL are subsequently measured at fair value. Financial guarantee contracts are subsequently measured at the amount of impairment loss allowance or the amount recognised at inception net of cumulative amortisation, whichever is higher. All other financial liabilities including loans and borrowings are measured at amortised cost using Effective Interest Rate (EIR) method. B. A financial liability is derecognised when the related obligation expires or is discharged or cancelled. 370 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) (iii) The Group designates certain hedging instruments such as derivatives, embedded derivatives and in respect of foreign currency risk, certain non-derivatives as either fair value hedges, cash flow hedges, or hedges of net investments in foreign operations. Hedges of foreign exchange risk on firm commitments are accounted as cash flow hedges. A. Fair value hedges: Changes in fair value of the designated portion of derivatives that qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortised to profit or loss from that date. B. Cash flow hedges: In case of transaction related hedges, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated in equity as ‘hedging reserve’. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss. Amounts previously recognised in other comprehensive income and accumulated in equity relating to the effective portion are reclassified to profit or loss in the periods when the hedged item affects profit or loss, in the same head as the hedged item. The effective portion of the hedge is determined at the lower of the cumulative gain or loss on the hedging instrument from inception of the hedge and the cumulative change in the fair value of the hedged item from the inception of the hedge and the remaining gain or loss on the hedging instrument is treated as ineffective portion. In case of time period related hedges, the forward element and the spot element of a forward contract is separated and only the change in the value of the spot element of the forward contract is designated as the hedging instrument. Similarly, wherever applicable, the foreign currency basis spread is separated from the financial instrument and is excluded from the designation of that financial instrument as the hedging instrument in case of time period related hedges. The changes in the fair value of the forward element of the forward contract or the foreign currency basis spread of the financial instrument is accumulated in a separate component of equity as ‘cost of hedging’. The changes in the fair value of such forward element or foreign currency basis spread are reclassified to profit or loss as a reclassification adjustment on a straight line basis over the period of the forward contract or the financial instrument. The cash flow hedges are allocated to the forecast transactions on gross exposure basis. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised in profit or loss when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss. (iv) Compound financial instruments issued by the Group which can be converted into fixed number of equity shares at the option of the holders irrespective of changes in the fair value of the instrument are accounted by separately recognising the liability and the equity components. The liability component is initially recognised at the fair value of a comparable liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The directly attributable transaction costs are allocated to the liability and the equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently. (r) Inventories Inventories are valued after providing for obsolescence, as under: (i) Raw materials, components, construction materials, stores, spares and loose tools at lower of weighted average cost or net realisable value. However, these items are considered to be realisable at cost if the finished products in which they will be used, are expected to be sold at or above cost. (ii) Manufacturing work-in-progress at lower of weighted average cost including related overheads or net realisable value. In some cases, manufacturing work-in-progress are valued at lower of specifically identifiable cost or net realisable value. In the case of qualifying assets, cost also includes applicable borrowing costs vide policy relating to borrowing costs. 371 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) (iii) Finished goods and stock-in-trade (in respect of goods acquired for trading) at lower of weighted average cost or net realisable value. Cost includes related overheads and excise duty paid/payable on such goods. (iv) Completed property/work-in-progress (including land) in respect of property development activity at lower of specifically identifiable cost or net realisable value. Assessment of net realisable value is made at each subsequent period end and when the circumstances that previously caused inventories to be written-down below cost no longer exist or when there is clear evidence of an increase in net realisable value because of changed economic circumstances, the write-down, if any, in the past period is reversed to the extent of the original amount written-down so that the resultant carrying amount is the lower of the cost and the revised net realisable value. (s) Cash and bank balances Cash and bank balances also include fixed deposits, margin money deposits, earmarked balances with banks and other bank balances which have restrictions on repatriation. Short term and liquid investments being subject to more than insignificant risk of change in value, are not included as part of cash and cash equivalents. (t) Securities premium account (i) Securities premium includes: A. The difference between the face value of the equity shares and the consideration received in respect of shares issued. B. The fair value of the stock options which are treated as expense, if any, in respect of shares allotted pursuant to Stock Options Scheme (ii) The issue expenses of securities which qualify as equity instruments are written off against securities premium account (u) Borrowing Costs Borrowing costs include interest expense calculated using the effective interest method, finance charges in respect of assets acquired on finance lease and exchange differences arising on foreign currency borrowings, to the extent they are regarded as an adjustment to interest costs. Borrowing costs net of any investment income from the temporary investment of related borrowings that are attributable to the acquisition, construction or production of a qualifying asset are capitalised/inventoried as part of cost of such asset till such time the asset is ready for its intended use or sale. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. (v) Share-based payment arrangements The stock options granted to employees pursuant to the Group’s Stock Options Schemes, are measured at the fair value of the options at the grant date. The fair value of the options is treated as discount and accounted as employee compensation cost over the vesting period on a straight line basis. The amount recognised as expense in each year is arrived at based on the number of grants expected to vest. If a grant lapses after the vesting period, the cumulative discount recognised as expense in respect of such grant is transferred to the general reserve within equity. (w) Foreign currencies (i) The functional currency and presentation currency of the Group is Indian Rupee. Functional currency of the Group and foreign operations has been determined based on the primary economic environment in which the Group and its foreign operations operate considering the currency in which funds are generated, spent and retained. (ii) Transactions in currencies other than the Group’s functional currency are recorded on initial recognition using the exchange rate at the transaction date. At each Balance Sheet date, foreign currency monetary items are reported at the closing spot rate. Non-monetary items that are measured in terms of historical cost in foreign currency are not retranslated. Exchange differences that arise on settlement of monetary items or on reporting of monetary items at each Balance Sheet date at the closing spot rate are recognised in the Statement of Profit and Loss in the period in which they arise except for: A. exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings; 372 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) B. exchange differences on transactions entered into in order to hedge certain foreign currency risks; and C. exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items. (iii) Financial statements of foreign operations whose functional currency is different than Indian Rupees are translated into Indian Rupees as follows: A. assets and liabilities for each Balance Sheet presented are translated at the closing rate at the date of that Balance Sheet; B. income and expenses for each income statement are translated at average exchange rates; and C. all resulting exchange differences are recognised in other comprehensive income and accumulated in equity as foreign currency translation reserve for subsequent reclassification to profit or loss on disposal of such foreign operations. The portion of foreign currency translation reserve attributed to non-controlling interest is reflected as part of non-controlling interest. (x) Accounting and reporting of information for Operating Segments Operating segments are those components of the business whose operating results are regularly reviewed by the chief operating decision making body in the Group to make decisions for performance assessment and resource allocation. The reporting of segment information is the same as provided to the management for the purpose of the performance assessment and resource allocation to the segments. Segment accounting policies are in line with the accounting policies of the Group. In addition, the following specific accounting policies have been followed for segment reporting: (i) Segment revenue includes sales and other operational revenue directly identifiable with/allocable to the segment including (a) inter segment revenue and (b) profit on sale of stake in the subsidiary and/or joint venture companies under Developmental projects segment and Realty business grouped under “Others” segment (ii) Expenses that are directly identifiable with/allocable to segments are considered for determining the segment result. In respect of (a) Financial Services segment and (b) Power Generation projects under Developmental Projects segment which are classified as assets given on finance lease, the interest expenses on borrowings are accounted as segment expenses. (iii) Most of the centrally incurred costs are allocated to segments mainly on the basis of their respective expected segment revenue estimated at the beginning of the reported period. (iv) Income which relates to the Group as a whole and not allocable to segments is included in “unallocable corporate income”. (v) Segment result includes margins on inter-segment capital jobs, which are reduced in arriving at the profit before tax of the Group. (vi) Segment result includes the interest expense incurred on interest bearing advances with corresponding credit included in “unallocable corporate income” (vii) Segment results have not been adjusted for the exceptional item attributable to the corresponding segment. The said exceptional item has been included in “unallocable corporate income net of expenditure”. The corresponding segment assets have been carried under the respective segments without adjusting the exceptional item (viii) Segment assets and liabilities include those directly identifiable with the respective segments. In respect of (a) Financial Services segment, and (b) Power Generation projects under Developmental Projects segment which are classified as assets given on finance lease, segment liabilities include borrowings as the interest expenses on borrowings are accounted as segment expenses in respect of the segment and projects. Investment in joint ventures and associates identified with a particular segment are reported as part of the segment assets of those respective segments. Unallocable corporate assets and liabilities represent the assets and liabilities that relate to the Group as a whole. 373 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) (ix) Segment non-cash expenses forming part of segment expenses includes the fair value of the employee stock options which is accounted as employee compensation cost [see Note 1(v) above] and is allocated to the segment. (x) Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price which are either determined to yield a desired margin or agreed on a negotiated basis (y) Taxes on income Tax on income for the current period is determined on the basis of taxable income (or on the basis of book profits wherever minimum alternate tax is applicable) and tax credits computed in accordance with the provisions of the Income Tax Act 1961, and based on the expected outcome of assessments/appeals. Dividend distribution tax paid on profits distributed by the subsidiary company during the period is treated as an item of expense and recognised in the Statement of Profit and Loss. The dividend distribution tax paid in earlier years for which set off is available against the tax liability arising out of the dividend distribution by the Parent Company is recognised as an item of income in the period in which such set off is availed with corresponding effect in the equity to the extent of such set off. Both the recognition of expense and income as aforesaid are included in the current tax in the Statement of Profit and Loss. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Group’s financial statements and the corresponding tax bases used in computation of taxable profit and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. Deferred tax liabilities are generally recognised for all taxable temporary differences including the temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Dividend distribution tax payable on profits of subsidiary companies which are proposed to be distributed in foreseeable future, is recognised as deferred tax liability with corresponding effect in the Statement of Profit and Loss in the period in which such profits are proposed to be so distributed. Such liability is reversed in the period in which the profits are distributed by the subsidiary company. Deferred tax assets are generally recognised for all taxable temporary differences to the extent that is probable that taxable profits will be available against which those deductible temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head “capital gains” are recognised and carried forward to the extent of available taxable temporary differences or where there is convincing other evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets in respect of unutilised tax credits which mainly relate to minimum alternate tax are recognised to the extent it is probable of such unutilised tax credits will get realised. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of reporting period, to recover or settle the carrying amount of its assets and liabilities. Transaction or event which is recognised outside profit or loss, either in other comprehensive income or in equity, is recorded along with the tax as applicable (z) Provisions, contingent liabilities and contingent assets Provisions are recognised only when: (i) the Group entity has a present obligation (legal or constructive) as a result of a past event; and (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received. 374 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1] (contd.) Contingent liability is disclosed in case of: (i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and (ii) a present obligation arising from past events, when no reliable estimate is possible. Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision. (aa) Commitments Commitments are future liabilities for contractual expenditure, classified and disclosed as follows: a) estimated amount of contracts remaining to be executed on capital account and not provided for; b) uncalled liability on shares and other investments partly paid; c) funding related commitment to associate and joint venture companies; and d) other non-cancellable commitments, if any, to the extent they are considered material and relevant in the opinion of management. Other commitments related to sales/procurements made in the normal course of business are not disclosed to avoid excessive details (ab) Non-current assets held for sale Non-current assets and disposal groups are classified as held for sale if their carrying amount is intended to be recovered principally through a sale (rather than through continuing use) when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell. (ac) Statement of Cash Flows Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method adjusting the net profit for the effects of: i. ii. changes during the period in inventories and operating receivables and payables, transactions of a non-cash nature; non-cash items such as depreciation, provisions, deferred taxes, unrealised foreign currency gains and losses, and undistributed profits of associates and joint ventures; and iii. all other items for which the cash effects are investing or financing cash flows. Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as at the date of Balance Sheet. (ad) Key sources of estimation The preparation of financial statements in conformity with Ind AS requires that the management of the Group makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates include useful lives of property, plant and equipment & intangible assets, allowance for doubtful debts/advances, future obligations in respect of retirement benefit plans, expected cost of completion of contracts, provision for rectification costs, fair value measurement etc. Difference, if any, between the actual results and estimates is recognised in the period in which the results are known. 375 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [2] Property, Plant and Equipment and Capital work-in-progress Cost Pursuant to acquisition of subsidiaries Foreign currency fluctuation Additions Depreciation Impairment Book value v crore Deductions As at 31-3-2018 Up to 31-3-2017 Pursuant to acquisition of subsidiaries For the year Foreign currency fluctuation Deductions Up to 31-3-2018 Up to 31-3-2017 Up to 31-3-2018 As at 31-3-2018 As at 31-03-2017 Class of assets Land Freehold Taken on lease Sub total - Land Buildings Owned Leased out Sub total - Buildings Plant & equipment As at 1-4-2017 599.07 439.28 1038.35 3720.33 67.98 3788.31 Owned Leased out Taken on lease 6752.97 41.63 0.99 Sub total - Plant & equipment 6795.59 Computers Owned Leased out Sub total - Computers Office equipment Owned Leased out Sub total - Office equipment Furniture and fixtures Owned Leased out Sub total - Furniture & fixtures Vehicles Owned Leased out Sub total - Vehicles Other assets Owned Aircraft Ships Dredged channel and Breakwater structures Leasehold Improvements Sub total - Other assets Total Previous year Add: Capital work-in-progress ** refer note 42(c) Notes: – – – – – – 64.97 – – 64.97 1.77 – 1.77 8.34 – 8.34 33.78 – 33.78 52.90 – 52.90 34.34 – 34.34 71.17 1.90 73.07 530.28 133.70 – 663.98 131.77 – 131.77 54.15 – 54.15 52.45 – 52.45 60.70 4.25 64.95 0.76 0.13 0.89 6.81 – 6.81 7.91 – – 7.91 1.46 – 1.46 0.48 – 0.48 1.06 – 1.06 0.38 – 0.38 48.43 0.04 48.47 585.74 439.37 1025.11 – 2.70 2.70 113.25 19.20 132.45 3685.06 50.68 3735.74 345.87 6.11 351.98 132.65 7.94 – 140.59 7223.48 167.39 0.99 7391.86 1840.32 7.91 0.05 1848.28 38.80 0.75 39.55 7.68 – 7.68 12.54 – 12.54 26.38 79.76 106.14 635.76 1.12 636.88 319.44 1.02 320.46 380.37 11.81 392.18 381.67 30.69 412.36 256.78 1.27 258.05 115.21 0.56 115.77 89.24 3.49 92.73 84.14 47.29 131.43 – – – – – – 56.29 – – 56.29 0.75 – 0.75 6.80 – 6.80 22.85 – 22.85 52.89 – 52.89 – 6.91 6.91 168.75 4.06 172.81 915.43 8.95 0.07 924.45 138.36 0.55 138.91 62.54 0.31 62.85 58.74 2.08 60.82 52.43 8.20 60.63 539.56 1.87 541.43 264.15 1.02 265.17 305.62 11.81 317.43 294.07 106.20 400.27 49.23 37.25 – – 195.22 – – – – – 244.45 37.25 6.82 9.67 – – 9.56 4.74 1011.08 44.00 1141.56 14288.11 – – – 161.76 – 0.64 195.86 1270.57 – 0.18 0.18 19.17 – 1.85 1.85 489.27 1011.08 42.97 1335.75 15250.34 111.47 23.24 151.20 2952.14 – – – 139.58 56.08 4.79 75.17 1502.55 – 0.02 0.02 0.69 – 0.69 2.07 – – 2.07 0.97 – 0.97 0.19 – 0.19 0.40 – 0.40 0.10 – 0.10 – – – 0.12 0.12 4.56 – – – – 9.63 9.63 17.16 1.33 18.49 80.89 2.10 – 82.99 33.34 0.72 34.06 6.22 – 6.22 8.48 – 8.48 14.48 42.09 56.57 498.15 8.84 506.99 2733.22 14.76 0.12 2748.10 363.52 1.10 364.62 178.52 0.87 179.39 162.75 5.57 168.32 175.08 13.40 188.48 – – 16.38 14.41 – – – 87.25 – 87.25 15.50 – – 15.50 – – – 0.01 – 0.01 0.24 – 0.24 – – – – – – 1.64 1.64 208.45 167.55 26.51 224.85 4390.38 – – – 103.00 – – – 599.07 585.74 429.74 436.58 1015.48 1035.65 189.31 – 189.31 2997.60 3287.21 61.87 3039.44 3349.08 41.84 28.36 – – 28.36 4461.90 4897.15 33.72 152.63 0.94 0.87 4615.40 4931.81 272.24 0.02 272.26 140.91 0.15 141.06 217.38 6.24 223.62 206.59 17.29 223.88 282.78 0.60 283.38 148.93 0.46 149.39 216.14 8.32 224.46 209.93 58.91 268.84 228.07 22.84 42.41 27.58 899.61 843.53 20.76 16.46 1110.90 990.36 10642.04 11232.97 – – – 0.01 – 0.01 0.24 – 0.24 – – – – – – – – 217.92 103.00 2143.07 1944.71 12785.11 13177.68 ** 13749.33 0.13 969.45 (38.16) 392.64 14288.11 1577.34 0.09 1602.26 (4.43) 223.12 2952.14 (a) Carrying value of property, plant and equipment pledged as collateral for liabilities and/or commitments as at March 31, 2018 R 2073.45 crore (previous year: R 2112.99 crore) (b) Carrying value of property, plant and equipment having restriction on title as at March 31, 2018 R 2042.16 crore (previous year: R 2033.26 crore) (c) Depreciation for the year includes R 4.85 crore (previous year: R 23.33 crore) on account of obsolescence. 376 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [2] (contd.) (d) Impairment during the year is R 115.41 crore and reversal of impairment during the year on sale is R 0.49 crore. Impairment for and upto the previous year was: R 111.86 crore out of which R 8.86 crore was transferred to held for sale. (e) Owned assets given on operating lease have been presented separately under respective class of assets as “Leased out” pursuant to Ind AS 17 “Leases”. (f) Cost as at April 1, 2017 of individual assets has been reclassified, wherever necessary. (g) Amount transferred from property, plant & equipment to group(s) of assets classified as held for sale: NIL (previous year: R 70.21 crore) (h) Range of useful life of property, plant and equipment is as below: Class of assets Sr. No. 1 2 3 4 5 6 7 8 9 10 11 Leasehold land Owned buildings Owned plant and equipment Computers Office equipment Furniture and fixtures Owned vehicles Aircraft Ships Dredged channel Breakwater structures NOTE [3] Investment Property Minimum useful life (in years) 15 5 3 3 3 3 3 18 14 50 50 Maximum useful life (in years) 999 61 35 7 30 13 15 18 14 50 50 Cost Depreciation Impairment Book value v crore Class of assets As at 1-4-2017 Additions Foreign currency fluctuation Land Buildings Total 49.30 509.19 139.51 1268.71 188.81 1777.90 0.05 – 0.05 Transfer to/from inventories and owners occupied property 30.35 (5.98) 24.37 Deductions As at 31-03-2018 Up to 31-03-2017 For the period Foreign currency fluctuation 7.09 5.39 12.48 581.80 1396.85 1978.65 – 8.87 8.87 5.05 5.33 25.10 30.43 6.40 – – – – Previous year 216.67 Add: Capital work-in-progress 42.72 (0.19) 4.40 74.79 188.81 Transfer to/from inventories and owners occupied property – 0.98 0.98 Deductions Up to 31-3-2018 Up to 31-3-2018 As at 31-3-2018 As at 31-3-2017 – 5.33 5.33 5.33 29.62 34.95 2.48 – 2.48 573.99 1367.23 1941.22 49.30 130.64 179.94 0.42 3.00 8.87 2404.64 3433.32 4345.86 3613.26 Notes: (a) Carrying value of Investment property pledged as collateral for liabilities and/or commitments and having restriction on title as at March 31, 2018 R 0.16 crore (R 0.16 crore as at March 31, 2017) (b) Useful life of building included in investment property: 20 to 60 years (c) Amount recognized in the Statement of Profit and Loss for investment property: Sr. No. 1 2 Rental income derived from investment property Particulars Direct operating expenses arising from investment property that generated rental income 2017-18 73.31 2.10 (d) Fair value of investment property: R 6448.68 crore as at March 31, 2018 (R 4574.21 crore as at March 31, 2017). v crore 2016-17 64.41 2.57 377 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [3] (contd.) (e) The fair values of investment property have been determined with the help of internal architectural department and independent valuer on a case to case basis. Fair value of property that are evaluated by independent valuer is R 2510.89 crore. (R 2202.79 crore as at March 31, 2017). Valuation is based on government rates, market research, marked trend and comparable values as considered appropriate. (f) Impairment during the year R 2.48 crore (on land) [previous year R 403.71 crore (on capital work-in-progress) out of which R 270.22 crore pertained to assets disposed of]. NOTE [4] Goodwill Class of assets Goodwill on consolidation Previous year As at 1-4-2017 Additions* 245.24 1446.76 2.83 1495.06 Cost Foreign currency fluctuation 42.67 (44.61) Deductions 124.79 As at 31-3-2018 1609.88 6.52 1446.76 Up to 31-3-2017 – – # Impairment upto 31-3-2018 R 48.10 crore, during the year R NIL * Refer Note 51 NOTE [5] Other Intangible assets and Intangible assets under development Amortisation Foreign currency For the period – – fluctuation Deductions – – – – Impairment Book value v crore Up to 31-3-2018 – – As at 31-3-2018 48.10 # 48.10 As at 31-3-2018 As at 31-3-2017 1561.78 1398.66 1398.66 Class of assets Specialised Software Technical knowhow Trade Names New Product Design and Development Customer contracts and relationship Fare Collection Rights Total Cost Pursuant to acquisition of subsidiaries 0.09 – 6.25 – As at 1-4-2017 987.93 64.92 – 164.81 Foreign currency fluctuation 13.74 – – 7.20 Deductions 4.52 – – 2.37 As at 31-3-2018 1072.92 120.02 6.25 223.39 Pursuant to acquisition of subsidiaries 0.03 – – – Up to 31-3-2017 735.56 35.35 – 73.32 Additions 75.68 55.10 – 53.75 Amortisation Foreign currency fluctuation 9.66 – – 3.61 For the year 120.96 13.87 6.24 33.46 v crore Book value Deductions 4.11 – – 1.87 Up to 31-3-2018 862.10 49.22 6.24 108.52 As at 31-3-2018 210.82 70.80 0.01 114.87 As at 31-3-2017 252.37 29.57 – 91.49 131.73 71.70 – 4.42 – 207.85 72.94 – 36.37 2.80 – 112.11 95.74 58.79 – 1349.39 – 78.04 0.01 1548.23 1732.76 – 25.36 – 6.89 1548.23 3178.66 98.02 10.17 177.10 1349.39 – 917.17 861.58 – 0.03 9.96 220.86 – 16.07 – 5.98 9.96 1148.15 1538.27 2030.51 – 432.22 – 208.61 9.36 162.38 917.17 Previous year Add: Intangible assets under development 1418.29 ** refer note 42(c) Addition to other intangible assets include internally developed: R 74.43 crore (previous year: R 34.99 crore) Notes: (a) Borrowing cost capitalised in accordance with Ind AS 23 “Borrowing Costs” is as follows: Class of Assets Investment property Capital work-in-progress (PPE) Intangible assets under development Total (b) The average capitalization rate for borrowing cost is 10.06%. (previous year: 10.26%) 378 11300.36 11353.23 13330.87 11785.45 ** 2017-18 51.98 102.45 914.93 1069.36 v crore 2016-17 137.01 96.45 784.79 1018.25 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [6] Financial Assets: Other Investments - non-current Particulars Equity instruments Preference shares Debentures or bonds Mutual funds Security receipt Units of fund NOTE [7] Financial Assets: Loans - non-current Particulars Unsecured security deposits, considered good Unsecured security deposits, doubtful: Less: Provision for doubtful security deposits Unsecured long term loans and advances to related parties: Associates companies: Advances Joint Ventures: Inter-corporate deposits Amount receivable Other secured loans, considered good: Loans against mortgage of house property Other unsecured loans, considered good: Advance recoverable in cash Other unsecured loans, doubtful: Other loans and advances Less: Provision for doubtful advances As at 31-3-2018 As at 31-3-2017 v crore 665.06 281.85 1248.10 18.94 1016.88 128.64 3359.47 v crore 600.03 66.80 1378.88 17.06 505.27 111.86 2679.90 As at 31-3-2018 As at 31-3-2017 v crore 26.59 26.59 v crore 208.39 v crore v crore 170.49 0.45 0.45 – – 18.49 18.40 18.49 18.40 1565.74 – 1167.22 130.41 1565.74 1297.63 0.23 0.74 0.23 1.00 0.74 0.12 15.47 15.47 2.29 2.29 – 1793.85 – 1487.38 379 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [8] Financial Assets: Loans towards financing activities - non-current Particulars As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore Secured loans: Considered good: Term loans Finance lease Debentures Considered doubtful: Term loans Less: Allowance for expected credit losses Unsecured loans: Considered good: Term loans Finance lease Debentures NOTE [9] Other financial assets - non-current Particulars Cash and cash equivalent not available for immediate use Fixed deposits with banks (maturity more than 12 months) Forward contract receivables Embedded derivative receivables Other receivables NOTE [10] Other non-current assets Capital advances: Secured Unsecured Particulars Advance recoverable other than in cash Current Tax receivable (net) 380 38709.90 70.93 9147.47 3438.87 51367.17 3438.87 4464.64 8995.06 428.54 30984.17 44.36 4044.53 2488.74 37561.80 2488.74 47928.30 35073.06 2125.74 9229.02 706.04 13888.24 61816.54 12060.80 47133.86 As at 31-3-2018 As at 31-3-2017 v crore 320.31 – 238.38 5.06 50.57 614.32 v crore 224.06 1.19 577.05 10.74 44.56 857.60 As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 21.48 53.83 26.47 146.42 75.31 1737.94 2774.49 4587.74 172.89 1064.42 2460.20 3697.51 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [11] Inventories (at cost or net realisable value whichever is lower) Particulars Raw materials [includes goods-in-transit R 18.52 crore (previous year: R 38.52 crore)] Components [includes goods-in-transit R 23.34 crore (previous year: R 23.72 crore)] Construction materials [includes goods-in-transit R 67.32 crore (previous year: R 55.70 crore)] Manufacturing work-in-progress Finished goods Stock-in-trade (in respect of goods acquired for trading) [includes goods-in- transit R 26.31 crore (previous year: R 18.77 crore)] Stores and spares [including goods-in-transit R 3.77 crore (previous year: R 5.09 crore)] Loose tools [includes goods-in-transit R Nil (previous year: R 0.09 crore)] Property development projects (including land) As at 31-3-2018 As at 31-3-2017 v crore 614.19 474.91 151.41 630.27 245.25 200.63 209.55 14.12 2307.47 4847.80 v crore 576.51 518.24 164.03 828.36 340.82 188.59 248.34 15.09 1259.76 4139.74 Note: During the year R 157.49 crore (previous year: R 752.13 crore) was recognised as expense towards write-down of inventory. NOTE [12] Financial Assets: Investments - current Particulars Equity shares Government and trust securities Debentures and bonds Mutual funds Preference shares NOTE [13] Financial Assets-current: Trade receivables Particulars Secured, considered good Unsecured: Considered good Considered doubtful Less: Allowance for doubtful debts As at 31-3-2018 As at 31-3-2017 v crore 177.04 1206.48 3712.59 4366.71 1.43 9464.25 v crore 199.17 780.10 3089.02 10227.85 4.08 14300.22 As at 31-3-2018 As at 31-3-2017 v crore v crore 0.15 v crore v crore 17.84 34653.93 2899.78 37553.71 2899.78 28671.13 2465.16 31136.29 2465.16 34653.93 34654.08 28671.13 28688.97 381 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [14] Financial Assets-current: Cash and cash equivalents Particulars Balance with banks Cheques and drafts on hand Cash on hand Fixed deposits with banks (maturity less than 3 months) NOTE [15] Financial Assets-current: Other bank balances Particulars Fixed deposits with banks Earmarked balances with banks-unclaimed dividend Earmarked balances with banks-Section 4(2)(l)(D) of RERA Margin money deposits with banks Cash and bank balances not available for immediate use NOTE [16] Financial Assets: Loans - current Particulars Unsecured security deposits, considered good Unsecured security deposits, doubtful Less: Provision for doubtful security deposits As at 31-3-2018 As at 31-3-2017 v crore 3710.42 838.52 64.02 2221.38 6834.34 v crore 2639.05 571.85 64.48 251.49 3526.87 As at 31-3-2018 As at 31-3-2017 v crore 900.03 64.09 7.92 31.46 194.69 1198.19 v crore 1557.59 46.92 – 4.76 169.82 1779.09 As at 31-3-2018 As at 31-3-2017 v crore 478.77 v crore 5.91 5.91 v crore 447.61 v crore 3.74 3.74 – – Unsecured long term loans and advances to related parties: Joint Ventures: Inter-corporate deposits 18.20 18.20 Other secured loans, considered good: Loans against mortgage of house property Other unsecured loans, considered good: Inter-corporate deposits, Unsecured Others 382 18.20 18.20 0.33 0.31 0.33 15.13 47.29 559.72 0.31 20.01 0.32 486.45 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [17] Financial Assets - current: Loans towards financing activities Particulars As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore Secured loans: Considered good: Term loans Finance lease Debentures Considered doubtful: Term loans Less: Allowance for expected credit losses Unsecured loans: Considered good: Term loans Finance lease Debentures NOTE [18] Other current financial assets Advances to related parties: Associate companies Joint venture companies Advances recoverable in cash Forward contract receivable Embedded derivative receivables Doubtful advances: Deferred credit sale of ships Other loans and advances Less: Allowance for doubtful loans and advances Particulars As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 18472.85 25.59 1066.62 0.60 19565.66 0.60 6600.47 281.83 0.65 18212.95 25.85 1052.12 0.14 19291.06 0.14 19565.06 19290.92 5325.67 303.81 6.98 6882.95 26448.01 5636.46 24927.38 6.27 64.69 7.87 127.39 70.96 3428.45 643.92 51.26 135.26 2110.29 843.56 197.23 27.11 176.35 203.46 203.46 26.97 167.61 194.58 194.58 – 4194.59 – 3286.34 383 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [19] Other current assets Particulars Due from customers (construction and project related activity) Due from customers (property development activity) [Note 44(c)] Retention money (including unbilled revenue) Unamortised expenses Accrual of fee income Balance with customs, port trust, etc. Advance recoverable other than in cash Government grant receivable Doubtful other loans and advances Less: Provision for doubtful advances Others NOTE [20] Equity share capital (a) Share capital authorised, issued, subscribed and paid up: Particulars Authorised: Equity shares of R 2 each Issued, subscribed and fully paid up: Equity shares of R 2 each (b) Reconciliation of the number of equity shares and share capital: Particulars Issued, subscribed and fully paid up equity share outstanding at the beginning of the year Add: Shares issued on exercise of employee stock options during the year Add: Shares issued as bonus on July 15, 2017 Issued, subscribed and fully paid up equity shares outstanding at the end of the As at 31-3-2018 As at 31-3-2017 v crore 4.16 4.16 v crore 28772.62 – 12454.33 17.15 0.14 61.44 4954.10 127.80 – 137.25 46524.83 v crore 4.16 4.16 v crore 23762.64 91.05 10306.31 10.13 0.16 199.55 4492.84 45.57 – 148.57 39056.82 As at 31-3-2018 As at 31-3-2017 Number of shares v crore Number of shares v crore 1,62,50,00,000 325.00 1,62,50,00,000 325.00 1,40,13,69,456 280.27 93,29,65,803 186.59 2017-18 2016-17 Number of shares v crore Number of shares v crore 93,29,65,803 186.59 93,14,78,845 186.30 16,38,898 46,67,64,755 0.33 93.35 14,86,958 – 0.29 – year 1,40,13,69,456 280.27 93,29,65,803 186.59 (c) Terms/rights attached to equity shares: The Company has only one class of share capital, i.e., equity shares having face value of R 2 per share. Each holder of equity share is entitled to one vote per share. 384 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (d) Shareholder holding more than 5% of equity shares as at the end of the year: Name of the shareholder Life Insurance Corporation of India L&T Employees Welfare Foundation Administrator of the Specified Undertaking of the Unit Trust of India As at 31-3-2018 As at 31-3-2017 Number of shares 24,63,52,777 17,21,28,421 – Shareholding % 17.58 12.28 – Number of shares 14,64,24,938 11,47,52,281 6,11,02,860 Shareholding % 15.69 12.30 6.55 (e) Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital: Particulars Employee stock options granted and outstanding # 0.675% 5 years & 1 day US$ denominated foreign currency convertible As at 31-3-2018 As at 31-3-2017 Number of equity shares to be issued as fully paid 42,65,623@ R crore (at face value) 0.85* Number of equity shares to be issued as fully paid 42,47,360 R crore (at face value) 0.85* bonds (FCCB) 95,20,455@ 1.90** 63,46,986 1.27** * ** # @ The equity shares will be issued at a premium of R 94.42 crore (previous year: R 146.71 crore) The equity shares will be issued at a premium of R 1214.50 crore (previous year: R 1215.13 crore) on the exercise of options by the bond holders Note 20 (h) for terms of employee stock option schemes The number of options have been adjusted consequent to bonus issue wherever applicable (f) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately preceding five years ended March 31, 2018 are 77,50,59,331 (previous period of five years ended March 31, 2017: 30,82,94,576 shares) (g) The aggregate number of equity shares issued pursuant to contract, without payment being received in cash in immediately preceding last five years ended on March 31, 2018 – Nil (previous period of five years ended March 31, 2017: Nil) (h) Stock option schemes (i) Terms: A. The grant of options to the employees under the stock option schemes is on the basis of their performance and other eligibility criteria. The options are vested equally over a period of 4 years [5 years in the case of series 2006(A)], subject to the discretion of the management and fulfillment of certain conditions. B. Options can be exercised anytime within a period of 7 years from the date of grant and would be settled by way of issue of equity shares. Management has discretion to modify the exercise period. (ii) The details of the grants under the aforesaid schemes under various series are summarized below: Sr. No. Series reference 1 2 3 4 5 6 7 8 9 Grant price - (R) Grant dates Vesting commences on Options granted and outstanding at the beginning of the year Options lapsed prior to bonus Options granted prior to bonus Options exercised prior to bonus Options outstanding as on July 14, 2017 ** Adjusted options as on July 14, 2017** consequent to bonus issue 2000 2002 (A) 2002 (B) 2003 ( A) 2003(B) 2006 2006(A) 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 400.70 400.70 267.10* 11.70 267.10* 2.00* 7.80* 7.80* 2.30 2.30 2.30 1-6-2000 1-6-2001 2.00* 19-4-2002 19-4-2003 2.00* 19-4-2002 19-4-2003 11.70 23-5-2003 onwards 23-5-2004 onwards 23-5-2003 onwards 23-5-2004 onwards 1-9-2006 onwards 1-9-2007 onwards 1-7-2007 onwards 1-7-2008 onwards 13200 – – – 13200 19800 25200 – – 12000 – – 32250 – – – 32250 48375 32250 – – – – – 59550 – – – 59550 89325 59550 – – – – – 47178 – – – 47178 47178 427131 – 17700 29789 – – – 526919 176584 – 41662 – 89100 39708 147226 257366 3491467 4844579 35747 108685 454865 384450 6200 45035 494210 1282697 – – 415042 – 136876 – 2894772 70767 – 622567 – 205321 – 4342684 – – 385 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) Sr. No. 10 11 12 13 Series reference Options lapsed post bonus issue Options granted post bonus issue Options exercised post bonus issue Options granted and outstanding at the end of the year of which Options vested Options yet to vest 2000 2002 (A) 2002 (B) 2003 ( A) 2003(B) 2006 2006(A) 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 – – 451376 – 202516 49313 – – – – – – – – – – – – – – – – – – – – – – – 71600 – 156962 – – – – 573580 2805 – 915424 – – 19800 13200 48375 32250 89325 59550 70767 47178 487892 427131 19800 – 13200 – 48375 – 32250 – 89325 – 59550 – 70767 – 47178 130806 – 357086 75692 351439 – – – 176584 3549464 3491467 176584 1563209 1746787 – 1986255 1744680 14 Weighted average remaining contractual life of options (in years) * Pursuant to the issue of bonus shares Nil Nil Nil Nil ** Record date: July 14, 2017 Nil Nil Nil Nil 4.72 4.98 Nil Nil 3.74 3.48 (iii) The number and weighted average exercise price of stock options are as follows: 2017-18 2016-17 Particulars No. of stock options No. of stock options Weighted average exercise price (R) 354.10 327.51 358.97 370.25 – – – – – 347.41 359.04 (iv) Weighted average share price at the date of exercise for stock options exercised during the year is R 1106.67 (previous year: (A) Options granted and outstanding at the beginning of the year (B) Options granted pre bonus issue (C) Options allotted pre bonus issue (D) Options lapsed pre bonus issue (E) Options granted and outstanding prior to bonus issue (F) Adjusted options consequent to bonus issue (G) Options granted post bonus issue (H) Options allotted post bonus issue (I) Options lapsed post bonus issue (J) Options granted and outstanding at the end of the year (K) Options exercisable at the end of the year out of (J) supra Weighted average exercise price (R) 347.41 112.61 380.14 400.70 339.12 226.07 238.32 229.25 248.92 223.35 218.19 57,93,042 4,73,550 14,86,958 5,32,274 – – – – – 42,47,360 21,51,241 42,47,360 23,900 5,63,707 1,08,685 35,98,868 53,98,839 6,45,180 10,75,191 7,03,205 42,65,623 19,22,282 R 1386.19) per share. (v) In respect of stock options granted pursuant to the Company’s stock options schemes, the fair value of the options is treated as discount and accounted as employee compensation over the vesting period. (vi) Weighted average fair values of options granted during the year is R 965.25 (previous year: R 1056.73) per option. (vii) The fair value has been calculated using the Black-Scholes Option Pricing Model and the significant assumptions and inputs to estimate the fair value of options granted during the year are as follows: Particulars Sr. No. (i) Weighted average risk-free interest rate (ii) Weighted average expected life of options (iii) Weighted average expected volatility (iv) Weighted average expected dividends over the life of the option (v) Weighted average share price (vi) Weighted average exercise price (vii) Method used to determine expected volatility 2017-18 2016-17 6.83% 4.17 years 27.92% R 58.37 per option R 1178.47 per option R 229.73 per share 6.72% 4.08 years 30.79% R 74.52 per option R 1355.66 per option R 327.51 per share Expected volatility is based on the historical volatility of the Company’s share price applicable to the total expected life of each option. (viii) The balance in shares option (net) account as at March 31, 2018 is R 108.59 crore (previous year: R 177.25 crore), including R 76.12 crore (previous year: R 117.36 crore) for which the options have been vested to employees as at March 31, 2018. 386 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (i) During the year ended March 31, 2018, the Company paid the final dividend of R 14 per equity share for the year ended March 31, 2017 (j) On May, 28, 2018 the Board of Directors has recommended the final dividend of R 16 per equity share for the year ended March 31, 2018 subject to approval from shareholders. On approval, the total dividend payment based on number of shares outstanding as on March 31, 2018 is expected to be R 2242.19 crore and the payment of dividend distribution tax is expected to be R 460.89 crore. (k) Capital Management The Group continues its policy of a conservative capital structure which has ensured that it retains the highest credit rating even amidst an adverse economic environment. Low gearing levels also equip the Group with the ability to navigate business stresses on one hand and raise growth capital on the other. This policy also provides flexibility of fund raising options for future, which is especially important in times of global economic volatility. The gross debt equity ratio as at 31-3-2018 is 1.75:1 (as at 31-3-2017: 1.75:1). (i) (l) Stock ownership scheme of subsidiary companies: Larsen & Toubro Infotech Limited Employee Stock Ownership Scheme (‘ESOS Plan’) (A) The grant of options to the employees under ESOS Plan is on the basis of their performance and other eligibility criteria. ESOP scheme 2000 ESOP Scheme 2000 Particulars I,II & III IV - XXI Grant Price Grant Dates 2017-18 R 5 2016-17 R 5 01 April 2001 onwards Vesting commences on 01 April 2002 onwards 2017-18 R 2 2016-17 R 2 01 October 2001 onwards 01 October 2002 onwards U.S. Stock Option Sub-plan 2006 2016-17 USD 2.4 2017-18 USD 2.4 15 March 2007 onwards 15 March 2008 onwards ESOP scheme 2015 2017-18 R 1 2016-17 R 1 10 June 2016 onwards 10 June 2017 onwards Sr. No. i ii iii iv 36,720 – – 82,660 14,50,725 23,50,106 – – – – – – 47,000 – – 1,43,650 35,96,300 – – 1,29,300 36,58,000 – – Options granted & outstanding at the beginning of the year v Options reinstated during the year Options granted during the year vi vii Options allotted/exercised during the year 3,375 11,830 6,73,315 7,25,445 8,000 17,650 7,43,460 – viii Options lapsed/cancelled during the year 12,000 34,110 92,108 1,73,936 – 79,000 1,32,000 61,700 ix x xi Options granted & outstanding at the end of the year Options vested at the end of the year out of (ix) Options unvested at the end of the year out of (ix) xii Weighted average remaining contractual life of options (in years) 21,345 36,720 6,85,302 14,50,725 39,000 47,000 28,50,140 35,96,300 21,345 36,720 4,47,852 2,23,760 39,000 47,000 3,12,600 – – – – 2,37,450 12,26,965 – 0.7 1.7 – – – 25,37,540 35,96,300 – 5.3 6.2 The number and weighted average exercise price of stock options are as follows: Sr. No. Particulars i Options granted and outstanding at the beginning of the year ii Options granted during the year iii Options allotted during the year iv v vi Options lapsed/cancelled during the year Options granted and outstanding at the end of the year Options vested at the end of the year out of (vi) 2017-18 2016-17 No. of stock options 51,30,745 1,29,300 14,28,150 2,36,108 35,95,787 8,20,797 Weighted average exercise price (R) 2.73 1.00 2.35 1.59 2.90 9.03 No. of stock options 25,76,416 36,58,000 7,54,925 3,48,746 51,30,745 3,07,480 Weighted average exercise price (R) 11.14 1.00 5.64 36.92 2.73 25.84 387 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (B) Weighted average share price at the date of exercise for stock options exercised during the year is R 850 per share (previous year: R 621 per share). (C) Weighted average fair value of options granted during the year is R 644.71 per share (previous year: R 407.39 per share). (D) The fair value has been calculated using the Black-Scholes Option Pricing model and significant assumptions and inputs to estimate the fair value options granted during the year are as follows: Sr. No. Particulars i ii iii iv v vi Weighted average risk-free interest rate Weighted average expected life of options Weighted average expected volatility Weighted average expected dividends over the life of option Weighted average share price Weighted average exercise price 2017-18 6.69% 3 years 17.88% R 115.33 R 644.71 R 1 2016-17 7.10% 3 years 19.23% R 115.56 R 407.74 R 1 vii Method used to determine expected volatility The expected volatility has been calculated entirely based on historical volatility of IT Index. (ii) L&T Technology Services Limited (A) Employee stock option plan (ESOP) (i) The objective of the ESOP Scheme, 2016 is to reward those employees who contribute significantly to the Company’s profitability and shareholder’s value as well as encourage improvement in performance and retention of talent. The options are vested equally over a period of 5 years subject to the discretion of the management and fulfillment of certain conditions. (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. (iii) Details of grant under ESOP Scheme, 2016 is summarized below: Sr. No. 1 2 3 4 5 6 7 8 9 Series reference Grant price -R Grant dates Vesting commences on Options granted and outstanding at the beginning of the year Options lapsed during the year Options granted during the year Options exercised during the year Options granted and outstanding at the end of the year-(a) of (a) above - vested outstanding options of (a) above - unvested outstanding options Weighted average remaining contractual life of options (in years) ESOP scheme, 2016 2017-18 2 28-07-2016 onwards 28-07-2017 onwards 39,80,000 1,83,300 1,93,900 7,65,655 32,24,945 10,82,345 21,42,600 5.41 2016-17 2 – 1,65,000 41,45,000 – 39,80,000 – 39,80,000 6.36 388 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (iv) Options granted on July 28, 2016 include 15,00,000 and 5,00,000 options granted to non-executive directors and key managerial personnel respectively. Options granted on August 28, 2016 include 50,000 options granted to key managerial personnel. No options were granted to key managerial personnel during the current year. (v) The number and weighted average exercise price of stock options are as follows: Sr. No. Particulars 2017-18 2016-17 No. of stock options Weighted average exercise price (R) No. of stock options Weighted average exercise price (R) (i) Options granted and outstanding at the 39,80,000 (ii) (iii) (iv) (v) beginning of the year Options granted during the year Options exercised during the year Options lapsed during the year 1,93,900 7,65,655 1,83,300 Options granted and outstanding at the 32,24,945 end of the year (vi) Options exercisable at the end of the year 10,82,345 out of - (a) above 2 2 2 2 2 2 – 41,45,000 – 1,65,000 39,80,000 – – 2 – 2 2 – (vi) Weighted average share price at the date of exercise for stock options exercised during the year is R 849.70 per share. (vii) No options expired during the periods covered in the above table. (viii) In respect of stock options granted pursuant to the Company’s stock options schemes, the fair value of the options is treated as discount and accounted as employee compensation over the vesting period. (ix) The fair value at grant date of options granted during the year ended March 31, 2018 is R 737.10 (previous year: R 281.00). The fair value of 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: Sr. No. Particulars (i) Weighted average exercise price (ii) (iii) Grant date Expiry date 2017-18 R 2.00 2016-17 R 2.00 23-Aug-17 28-Jul-16 & 27-Aug-16 22-Aug-24 27-Jul-23 & 26-Aug-23 (iv) Weighted average share price at grant date R 737.10 per option R 281.00 per option (v) Weighted average expected price volatility of Company’s share (vi) Weighted average expected dividend yield over life of option (vii) Weighted average risk-free interest (viii) Method used to determine expected volatility 42.54% 8.05% 6.44% 25.17% 18.53% 6.95% The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. (iii) L&T Finance Holdings Limited (A) The subsidiary has formulated Employee Stock Option Schemes 2010 (ESOP Scheme-2010), 2010-A (ESOP Scheme 2010-A) and 2013 (ESOP Scheme 2013). The grant of options to the employee under the Stock Options scheme is on the basis of their performance and other eligibility criteria. The options allotted under scheme 2010 are vested over a 389 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) period of 4 years in ratio of 15%, 20%, 30% and 35% respectively from the date of grant, subject to the discretion of the management and fulfillment of certain conditions. The options granted under scheme 2013 are vested in a graded manner over a period of four year with 0%, 33%, 33% and 34% of grants vesting each year, commencing from the end of 24 month from the date of grant. Options can be exercised within a period of 7 years from the date of grant for schemes 2010 and 2010A. The options granted under scheme 2013 can be exercised within period of 8 years from the date of grant and would be settled by way of equity. Management has discretion to modify the exercise period. (B) The details of the grants are summarized below: Sr. No. 1 2 3 4 5 6 Series reference Grant Price (R) Options granted and outstanding at the beginning of the year Options granted during the year Options cancelled/ lapsed during the year Options exercised and shares allotted during the year Options granted and outstanding at the end of the year of which Options vested Options yet to vest Scheme 2010 Scheme 2013 2017-18 2016-17 2017-18 2016-17 44.20 Market Price 28,18,795 33,30,000 2,52,862 16,91,008 42,04,925 1,71,425 40,33,500 61,08,998 2,37,93,000 2,35,50,000 6,50,000 1,37,20,000 1,16,40,000 21,36,393 18,03,810 38,42,500 1,08,77,500 35,80,500 5,19,500 28,18,795 3,00,90,000 2,37,93,000 15,76,795 14,30,000 23,90,500 12,42,000 2,86,60,000 2,14,02,500 7 Weighted average remaining contractual life of options (in years) 6.01 5.05 6.15 6.29 (C) Weighted average fair values of options granted during the year is R 68.27 (previous year: R 27.24) per options. (D) The fair value has been calculated using the Black-Scholes Option Pricing Model and the significant assumptions and inputs to estimate the fair value of options granted during the year are as follows: Sr. No. Particulars a) Weighted average risk-free interest rate b) Weighted average expected life of options c) Weighted average expected volatility d) Weighted average expected dividends e) Weighted average share price f) g) Weighted average exercise price Method used to determine expected volatility 2017-18 6.72% 3.90 years 32.57% 2016-17 7.49% 3.98 years 32.53% R 3.12 per option R 3.19 per option R 145.59 per option R 75.53 per option R 116.58 per option R 73.70 per option Expected volatility is based on the historical volatility of the Company’s shares price applicable to the expected life of each option. 390 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [21] Other Equity Particulars Equity component of foreign currency convertible bonds Share application money pending allotment Capital reserve [Note 1(g)] Capital reserve Capital reserve on consolidation Capital redemption reserve Securities premium account [Note 1(t)] Employee share options (net) [Note 1(v)] Employee share options outstanding Deferred employee compensation expense Statutory reserves Debenture redemption reserve ^ Reserve u/s 45 IC of the Reserve Bank India Act, 1934 Reserve u/s 29C of National Housing Bank Act, 1987 Reserve under section 36(1)(viii) of Income tax Act, 1961 Retained earnings Foreign currency translation reserve [Note 1(w)(iii)] Hedging reserve [Note 1(q)] Cash flow hedging reserve Cost of hedging reserve Debt instruments through other comprehensive income [Note 1(q)] v crore 4.16 271.92 536.49 (222.93) 1345.81 1399.55 92.57 514.98 As at 31-3-2018 As at 31-3-2017 v crore 153.20 3.56 v crore v crore 153.20 – 276.08 42.00 8363.02 10.52 269.76 595.25 (292.00) 280.28 – 8318.85 313.56 303.25 1025.44 1222.89 32.00 461.97 3352.91 41837.17 572.67 449.22 (11.45) 359.62 (12.10) 437.77 24.78 55376.72 2742.30 37335.32 478.24 347.52 70.97 50029.93 ^ Debenture redemption reserve (DRR): The Group has issued redeemable non-convertible debentures and created DRR in terms of the Companies (Share capital and Debenture) Rules, 2014 (as amended). A company is required to maintain a DRR of 25% of the value of debentures issued, either by a public issue or on a private placement basis (excluding private placement by non-banking finance companies). The amounts credited to the DRR may not be utilised except to redeem debentures. 391 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [22] Financial Liabilities: Borrowings - non-current Particulars Secured Unsecured Total Secured Unsecured Total v crore v crore v crore v crore v crore v crore As at 31-3-2018 As at 31-3-2017 Redeemable non-convertible fixed rate debentures Redeemable non-convertible floating rate debentures Redeemable non-convertible inflation indexed debentures Preference share 0.675% Foreign currency convertible bonds Term loans from banks Term loans from others Finance lease obligation [Note 48(b)(i)(B)] Sales tax deferment loan 25187.11 50.00 – – – 23855.61 – – – – 116.96 905.26 1245.64 8876.75 34063.86 50.00 116.96 905.26 1245.64 12677.23 36532.84 – 0.20 – – 0.20 – 19633.76 275.00 – – – 9776.15 29409.91 275.00 – 113.52 113.52 1147.02 1147.02 1201.78 1201.78 22412.79 12741.60 35154.39 38.63 0.25 0.08 38.63 0.25 0.08 – – – 49092.72 23822.04 72914.76 42321.55 25019.03 67340.58 As at 31-3-2018 As at 31-3-2017 v crore 19.97 79.39 0.52 254.07 353.95 v crore 38.39 32.48 0.65 154.57 226.09 As at 31-3-2018 As at 31-3-2017 v crore 301.13 209.04 12.44 0.93 523.54 v crore 294.74 221.19 9.21 1.46 526.60 Loans guaranteed by directors R Nil (previous year: R Nil) NOTE [23] Other financial liabilities - non-current Particulars Forward contract payables Embedded derivatives payables Financial guarantee contracts Due to others NOTE [24] Provisions - non-current Particulars Employee pension scheme [Note 45(b)(i)] Post retirement medical benefit plan [Note 45(b)(i)] Provision for employee benefits-others Other provisions [Note 53] 392 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [25] Other non-current Liabilities Other payables Particulars NOTE [26] Financial Liabilities: Borrowings - current As at 31-3-2018 As at 31-3-2017 v crore 67.97 67.97 v crore 172.14 172.14 Particulars Secured Unsecured Total Secured Unsecured Total As at 31-3-2018 As at 31-3-2017 Loans repayable on demand Short term loans and advances from banks Short term unsecured loans from others Commercial paper v crore v crore v crore v crore v crore v crore 1511.47 96.88 – – 57.66 4005.91 463.73 1569.13 4102.79 463.73 13196.20 13196.20 1804.40 1738.90 2307.06 365.83 – 429.05 – 11993.96 11993.96 65.50 1941.23 429.05 1608.35 17723.50 19331.85 2104.73 14429.74 16534.47 NOTE [27] Financial Liabilities: Current maturities of long term borrowings Particulars Secured Unsecured Total Secured Unsecured Total As at 31-3-2018 As at 31-3-2017 Redeemable non-convertible fixed rate debentures Redeemable non-convertible floating rate debentures Preference shares Term loans from banks Loans from financial institutions Finance lease obligation [Note 48(b)(i)(B)] Sales tax deferment loan Loans guaranteed by directors R Nil (previous year: R Nil) v crore v crore v crore v crore v crore v crore 6777.81 0.94 – 5132.80 – – – 1740.55 – 249.55 1375.68 – 0.06 0.08 8518.36 0.94 249.55 6508.48 – 0.06 0.08 5181.37 – – 993.20 0.63 – – 2217.74 – 178.82 1506.34 – 0.60 0.20 7399.11 – 178.82 2499.54 0.63 0.60 0.20 11911.55 3365.92 15277.47 6175.20 3903.70 10078.90 393 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [28] Financial Liabilities - current: Trade payables Particulars Acceptances Due to related parties: Associate companies Joint venture companies Micro and small enterprises Due to others NOTE [29] Other financial liabilities - current Particulars Unclaimed dividend Unclaimed interest on debentures Financial guarantee contracts Forward contract payables Embedded derivative payables Due to others NOTE [30] Other current liabilities Particulars Due to customers- construction contract Due to customers (property development projects) Advances from customers Other payables 394 As at 31-3-2018 As at 31-3-2017 v crore v crore 447.62 v crore v crore 390.20 23.03 1142.79 18.41 1928.39 1165.82 176.45 36005.07 37794.96 1946.80 130.26 27827.60 30294.86 As at 31-3-2018 As at 31-3-2017 v crore 63.69 14.16 0.95 171.65 131.84 4466.70 4848.99 v crore 46.61 10.87 1.55 544.33 184.70 4040.58 4828.64 As at 31-3-2018 As at 31-3-2017 v crore 8610.43 705.11 15036.31 2975.12 27326.97 v crore 6163.28 525.44 13955.55 2740.28 23384.55 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [31] Current Liabilities: Provisions Particulars Provision for employee benefits: Gratuity [Note 45(b)(i)] Compensated absences Employee pension scheme [Note 45(b)(i)] Post-retirement medical benefits plan [Note 45(b)(i)] Others Others: Additional tax on dividend Other provisions [Note 53] NOTE [32] Contingent Liabilities Particulars a) Claims against the Group not acknowledged as debts b) Sales-tax liability that may arise in respect of matters in appeal c) Excise duty / Service Tax / Custom duty / Entry Tax / Stamp duty / Municipal Cess liability that may arise, including those in respect of matters in appeal/ challenged by the Group in WRIT d) Income-Tax liability (including penalty) that may arise in respect of which the Group is in appeal e) Guarantees or Letter of credit or letter of comfort given to third parties f) Contingent Liabilities incurred in relation to interest in joint operations g) Share in contingent liabilities of joint operations for which the Group is contingently liable h) Contingent liabilities in respect of liabilities of other joint operators in respect of joint operations Notes: As at 31-3-2018 As at 31-3-2017 v crore v crore v crore v crore 215.17 1024.72 25.55 13.12 5.00 68.54 1131.65 199.94 999.95 22.67 13.36 4.09 1283.56 1240.01 18.94 1408.86 1200.19 2483.75 1427.80 2667.81 As at 31-3-2018 As at 31-3-2017 v crore 3386.98 254.63 356.23 692.12 2555.45 7267.96 139.20 6576.16 v crore 4431.11 273.06 269.04 753.92 823.76 7018.24 53.24 6230.96 (i) The Group expects reimbursements of R 97.67 crore (previous year: R 34.01 crore) in respect of the above contingent liabilities. (ii) It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) to (d) above pending resolution of the arbitration/appellate proceedings. Further, the liability mentioned in (a) to (d) above excludes interest and penalty in cases where the Group has determined that the possibility of such levy is remote. (iii) In respect of matters at (e), the cash flows, if any, could occur any time during the subsistence of the underlying agreement. (iv) In respect of matters at (f) to (h), the cash outflows, if any, could generally occur upto completion of projects undertaken by the respective joint operations. (v) Particulars of share in contingent liabilities of joint ventures and associates are given in Note 55 (g). 395 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [33] Commitments: Particulars (i) Estimated amount of contracts remaining to be executed on capital account for Property, plant & equipment (net of advances) (ii) Estimated amount of contracts remaining to be executed for Intangible assets (iii) Estimated amount of contracts remaining to be executed for Investment property NOTE [34] Revenue from operations Sales & service: Particulars Construction and project related activity [Note 44(a)] Manufacturing and trading activity Engineering service fees Software development products and services Income from financing activity/annuity based projects Property development activity [Note 44(c)] Fare collection and related activities Servicing fees Commission Charter hire income Investment/portfolio management and trusteeship fees Fees for operation and maintenance of power plant Premium earned (net) from insurance business Other operational income: Income from hire of plant and equipment Lease rentals Property maintenance recoveries Premium earned (net) on related forward exchange contracts Profit on sale of subsidiaries/associate of realty business Profit on sale of investment properties Miscellaneous income As at 31-3-2018 As at 31-3-2017 v crore 836.78 2075.57 409.74 v crore 883.58 2908.45 495.95 2017-18 2016-17 v crore v crore v crore v crore 83595.78 7838.44 3849.87 7445.55 10452.48 686.81 28.60 737.52 206.98 0.79 615.56 2628.68 – 15.73 111.02 1.75 59.44 – 619.09 968.01 74504.71 9083.68 3312.25 6482.86 9190.34 2272.71 – 825.71 163.89 1.66 357.87 2216.31 174.73 118087.06 108586.72 19.64 70.89 – 59.56 95.81 – 1178.38 1775.04 119862.10 1424.28 110011.00 396 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [35] Other income Particulars Interest income: Interest income on long term investments Interest Income on current investments Interest Income on others: Joint venture & associate companies Others Dividend income: Trade investments Others Current investments Net gain/(loss) on sale or fair valuation of investments Gain/(loss) on derivatives at fair value through profit or loss Net gain/(loss) on sale of property, plant and equipment Lease rentals Miscellaneous income (net of expenses) NOTE [36] Manufacturing, construction and operating expenses Particulars Materials consumed: Raw materials and components Less: Scrap sales Excise Duty Construction materials consumed Purchase of stock-in-trade Value of stock in trade transferred on sale of business Stores, spares and tools consumed Sub-contracting charges Change in inventories of finished goods, work-in-progress, stock-in-trade and property development: Closing stock: Finished goods Stock-in-trade Work-in-progress Cost of built up space and property development land: Work-in-progress Completed property Property development land 2017-18 2016-17 v crore v crore v crore v crore 33.99 399.47 107.10 125.11 1.66 53.78 2692.64 22.19 205.77 82.12 112.54 665.67 422.62 1.64 82.45 664.54 84.09 664.54 34.22 (56.89) 17.88 8.03 169.62 1344.11 55.44 2692.64 (2217.72) (125.74) 67.14 5.46 269.14 1412.03 2017-18 2016-17 v crore v crore v crore v crore 15492.48 115.27 14425.96 104.98 15377.21 178.94 24057.20 1357.76 2384.91 24639.02 1387.31 (29.55) 245.25 200.63 4540.13 2307.47 110.70 – 7404.18 1610.57 – 340.82 188.59 4385.19 1259.39 – – 6173.99 6173.99 14320.98 699.19 20716.99 1610.57 2090.42 22560.54 61998.69 397 Carried forward 7404.18 67995.04 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [36] Manufacturing, construction and operating expenses (contd.) Particulars Brought forward Less: Opening stock: Finished goods Stock-in-trade Work-in-progress Cost of built up space and property development land: Work-in-progress Property development land Value of inventory transferred on sale of business Other manufacturing, construction and operating expenses: Excise duty on stocks Power and fuel Royalty and technical know-how fees Packing and forwarding Hire charges-plant and equipment and others Bank guarantee charges Insurance claim incurred (net) Engineering, professional, technical and consultancy fees Insurance Rent Rates and taxes Travelling and conveyance Repairs to plant and equipment Repairs to buildings General repairs and maintenance Miscellaneous expenses 2017-18 2016-17 v crore 7404.18 v crore 67995.04 v crore 6173.99 v crore 61998.69 340.82 188.59 4385.19 1259.39 – 6173.99 (1230.19) – (48.72) 1276.40 16.00 411.41 1663.04 203.15 – 1423.68 252.41 530.37 414.42 875.89 83.03 8.27 412.88 2998.51 284.99 179.99 4570.76 1197.58 293.63 6526.95 352.96 (268.96) (1230.19) 84.00 19.28 1309.05 16.44 383.45 1375.15 188.56 152.01 1163.42 230.88 492.58 405.05 1016.00 92.16 25.42 377.86 3347.73 Finance cost of financial services business and finance lease activity: Interest and other financing charges 6019.74 5362.09 10520.74 10595.04 6019.74 83305.33 5362.09 78039.82 398 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [37] Employee benefits expense Particulars Salaries, wages and bonus Contribution to and provision for: 2017-18 2016-17 v crore v crore 13666.38 v crore v crore 12340.21 Provident fund and pension fund Superannuation/employee pension and social security schemes Gratuity funds [Note 45(b)(ii)] 254.27 188.49 140.83 225.25 179.80 131.78 Expenses on employee stock option scheme Employee medical & other insurance premium expenses Staff welfare expenses Recoveries on account of deputation charges NOTE [38] Sales, administration and other expenses Particulars Power and fuel Packing and forwarding Insurance Rent Rates and taxes Travelling and conveyance Repairs to buildings General repairs and maintenance Professional fees Directors’ fees Telephone, postage and telegrams Advertising and publicity Stationery and printing Commission: Distributors and agents Others Bank charges Miscellaneous expenses Bad debts and advances written off Less: Allowances for doubtful debts and advances written back Receivable discounting charges -non recourse Allowances for doubtful debts and loans and advances (net) Provision/(reversal) for foreseeable losses on construction contracts Exchange (gain)/loss [net] Other provisions 583.59 111.39 179.16 1011.83 (259.87) 15292.48 536.83 88.17 171.80 996.90 (279.94) 13853.97 2017-18 v crore v crore 118.13 157.36 76.47 536.31 151.38 688.91 31.77 446.05 730.79 6.28 206.18 168.36 63.88 2016-17 v crore v crore 114.14 157.97 69.73 496.13 166.98 623.48 20.66 440.43 598.85 3.60 201.19 180.05 64.63 286.64 6.49 458.55 82.24 499.91 7.12 1205.38 372.36 507.03 155.37 739.19 833.02 36.25 2214.17 (2.28) (245.82) 79.30 7698.10 293.13 127.84 644.50 376.31 50.90 2075.53 (8.91) 62.34 228.76 6988.24 399 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [38] (contd.) 38(a) Aggregation of expenses disclosed vide [Note 36 -Manufacturing ,construction and operating expenses], [Note 37 - Employee benefits expense], [Note 38 - Sales, administration and other expenses] and [Note 39 - Finance costs] 2017-18 Note 38: Sales, administration and other expenses 118.13 157.36 76.47 536.31 151.38 688.91 – 31.77 446.05 730.79 Note 39: Finance costs Total Note 36: Manufacturing, construction and operating expenses 1309.05 383.45 230.88 492.58 405.05 1016.00 92.16 25.42 Note 37: Employee benefits expense – – 171.80 – – – – – 1394.53 568.77 508.04 1066.68 565.80 1564.80 83.03 40.04 858.93 377.86 2154.47 1163.42 – – – – – – – – – – – 739.19 1538.52 – 7558.26 3737.57 5362.09 3347.73 R crore Note 39: Finance costs Total – – – – – – – – – – 1423.19 541.42 472.41 988.71 572.03 1639.48 92.16 46.08 818.29 1762.27 2016-17 Note 38: Sales, administration and other expenses 114.14 157.97 69.73 496.13 166.98 623.48 – 20.66 440.43 598.85 – 644.50 1338.73 – 6700.82 3992.23 – – – – 2017-18 v crore 1511.08 13.07 14.37 1538.52 2016-17 v crore 1270.52 2.58 65.63 1338.73 Sr. No. 1 2 3 4 5 6 7 8 9 10 11 Nature of expenses Power and fuel Packing and forwarding Insurance Rent Rates and taxes Travelling and conveyance Repairs to plant and equipment Repairs to buildings General repairs and maintenance Engineering, professional, technical and consultancy fees Interest and other financing charges 12 Miscellaneous expenses NOTE [39] Finance costs Note 36: Manufacturing, construction and operating expenses 1276.40 411.41 252.41 530.37 414.42 875.89 83.03 8.27 412.88 1423.68 6019.74 2998.38 Note 37: Employee benefits expense – – 179.16 – – – – – – – – – Particulars Interest expenses Other borrowing costs Exchange loss (attributable to finance costs) 400 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] The List of subsidiaries, associates, joint ventures and joint operations included in the Consolidated Financial Statements are as under: Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. Name of subsidiary company Indian Subsidiaries Hi-Tech Rock Products and Aggregates Limited L&T Geostructure LLP L&T Infrastructure Engineering Limited L&T Cassidian Limited # Spectrum Infotech Private Limited @ L&T Hydrocarbon Engineering Limited Larsen & Toubro Infotech Limited L&T Technology Services Limited AugmentIQ Data Sciences Private Limited % L&T Thales Technology Services Private Limited Syncordis Software Services India Private Limited ^^ Esencia Technologies India Private Limited ^ L&T Capital Markets Limited L&T Finance Holdings Limited L&T Housing Finance Limited L&T Infra Debt Fund Limited L&T Infra Investment Partners Advisory Private Limited L&T Infra Investment Partners Trustee Private Limited L&T Infrastructure Finance Company Limited L&T Investment Management Limited L&T Mutual Fund Trustee Limited L&T Trustee Company Private Limited L&T Financial Consultants Limited Mudit Cement Private Limited L&T Access Distribution Services Limited @@ L&T Finance Limited L&T Infra Investment Partners L&T Metro Rail (Hyderabad) Limited Sahibganj Ganges Bridge-Company Private Limited Marine Infrastructure Developer Private Limited L&T Arunachal Hydropower Limited L&T Himachal Hydropower Limited L&T Power Development Limited L&T Uttaranchal Hydropower Limited Nabha Power Limited Chennai Vision Developers Private Limited L&T Asian Realty Project LLP L&T Parel Project LLP L&T Realty Limited L&T westend project LLP ^^^ L&T Seawoods Limited L&T Vision Ventures Limited Seawoods Retail Private Limited # Principal place of business As at 31-3-2018 As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India India 100.00 74.00 100.00 100.00 – 100.00 82.96 88.64 – 65.60 82.96 88.64 64.01 64.01 64.01 64.01 64.01 64.01 64.01 64.01 64.01 100.00 64.01 64.01 – 64.01 35.16 100.00 100.00 97.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 68.00 100.00 100.00 74.00 100.00 100.00 – 100.00 82.96 88.64 – 65.60 82.96 88.64 64.01 64.01 64.01 64.01 64.01 64.01 64.01 64.01 64.01 100.00 64.01 64.01 – 64.01 35.16 100.00 100.00 97.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 68.00 100.00 100.00 74.00 100.00 74.00 100.00 100.00 84.28 89.77 84.28 66.43 – – 66.62 66.62 66.62 66.62 66.62 66.62 66.62 66.62 66.62 100.00 66.62 66.62 66.62 66.62 36.55 100.00 100.00 97.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 – 100.00 68.00 100.00 100.00 74.00 100.00 74.00 100.00 100.00 84.28 89.77 84.28 66.43 – – 66.62 66.62 66.62 66.62 66.62 66.62 66.62 66.62 66.62 100.00 66.62 66.62 66.62 66.62 36.55 100.00 100.00 97.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 – 100.00 68.00 100.00 401 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. No. Name of subsidiary company Principal place of business As at 31-3-2018 As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) India India India India India India India India India India India India India Indian Subsidiaries Seawoods Realty Private Limited # 44. L&T Electricals and Automation Limited 45. L&T Construction Equipment Limited 46. L&T Cutting Tools Limited * 47. L&T Valves Limited 48. EWAC Alloys Limited ** 49. L&T Shipbuilding Limited 50. Bhilai Power Supply Company Limited 51. L&T Power Limited 52. Kesun Iron and Steel Company Private Limited 53. L&T Aviation Services Private Limited 54. L&T Capital Company Limited 55. L&T Infra Contractors Private Limited 56. The Group has sold its stake on September 27, 2017 * The Group has sold its stake on November 16, 2017 ** The Company is merged with Larsen & Toubro Limited w.e.f. April 1, 2017 @ @@ The Company is merged with L&T Capital Markets Limited w.e.f. April 1, 2017 ^ The Group acquired stake on June 1, 2017 ^^ The Group acquired stake on December 11, 2017 ^^^ The Company is incorporated on August 8, 2017 % # The Company is merged with Larsen & Toubro Infotech Limited w.e.f. April 1, 2017 The Company is in process for closure Name of subsidiary company Foreign Subsidiaries Larsen & Toubro (Oman) LLC Larsen & Toubro Qatar LLC# Larsen & Toubro Saudi Arabia LLC Larsen & Toubro T&D SA (Proprietary) Limited Larsen & Toubro Readymix & Asphalt Concrete Industries LLC* Larsen & Toubro Heavy Engineering LLC Principal place of business Sultanate of Oman Qatar Kingdom of Saudi Arabia South Africa UAE Sultanate of Oman L&T Modular Fabrication Yard LLC Larsen & Toubro Hydrocarbon International Limited LLC Kingdom of Saudi Arabia Sultanate of Oman Nigeria Kingdom of Saudi Arabia L&T Overseas Projects Nigeria Limited Larsen Toubro Arabia LLC Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 402 100.00 100.00 100.00 – 100.00 – 97.00 99.90 99.99 95.00 100.00 100.00 100.00 100.00 100.00 100.00 – 100.00 – 97.00 99.90 99.99 95.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 As at 31-3-2018 As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) 65.00 49.00 100.00 72.50 65.00 100.00 100.00 72.50 65.00 49.00 100.00 72.50 65.00 100.00 100.00 72.50 – – 49.00 100.00 70.00 99.99 70.00 70.00 100.00 100.00 100.00 100.00 70.00 100.00 99.99 100.00 65.00 100.00 65.00 100.00 75.00 99.99 75.00 75.00 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. No. 11. Name of subsidiary company Foreign Subsidiaries Larsen & Toubro ATCO Saudi LLC Principal place of business Kingdom of Saudi Arabia As at 31-3-2018 As at 31-3-2017 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) 100.00 100.00 75.00 75.00 12. Larsen & Toubro Kuwait Construction General Contracting Company WLL Kuwait 49.00 100.00 49.00 75.00 13. PT Larsen & Toubro Hydrocarbon Engineering Indonesia 14. Larsen & Toubro Electromech LLC ** 15. L&T Information Technology Services (Shanghai) Co., Ltd. L&T Infotech Financial Services Technologies Inc. Larsen & Toubro Infotech Canada Limited Larsen & Toubro Infotech LLC Larsen & Toubro Infotech South Africa (PTY) Limited Larsen & Toubro Infotech GmbH Larsen & Toubro Infotech Austria GmbH L&T Information Technology Spain, S.L. Larsen & Toubro LLC L&T Technology Services LLC L&T Infotech S. DE R.L. DE C.V. ^ Syncordis S.A. Luxembourg ^^ Syncordis France SARL^^ Syncordis Limited ^^ Syncordis PSF S.A. ^^ Esencia Technologies, Inc. ^^^ L&T Realty FZE Henikwon Corporation SDN. BHD. Kana Controls General Trading & Contracting Company W.L.L. L&T Electrical & Automation FZE L&T Electricals & Automation Saudi Arabia Company Limited LLC PT Tamco Indonesia Servowatch Systems Limited Tamco Electrical Industries Australia Pty Limited Tamco Switchgear (Malaysia) SDN BHD Thalest Limited Larsen & Toubro (East Asia) Sdn.Bhd. Larsen & Toubro International FZE L&T Global Holdings Limited 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. Indonesia Sultanate of Oman China Canada Canada USA South Africa Germany Austria Spain USA USA Mexico Luxembourg France UK Luxembourg USA UAE Malaysia Kuwait UAE Kingdom of Saudi Arabia Indonesia UK Australia Malaysia UK Malaysia UAE UAE 95.00 70.00 82.96 82.96 82.96 82.96 62.14 82.96 82.96 82.96 99.19 88.64 82.96 82.96 82.96 82.96 82.96 88.64 100.00 100.00 49.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 30.00 100.00 100.00 95.00 99.99 82.96 82.96 82.96 82.96 62.14 82.96 82.96 82.96 99.19 88.64 82.96 82.96 82.96 82.96 82.96 88.64 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 The Group has sold its stake on September 28, 2017 * ^ The Group has acquired stake on March 1, 2017 ^^ The Group has acquired stake on December 15, 2017 ^^^ The Group has acquired stake on June 1, 2017 ** # The company is reclassified from joint venture to subsidiary due to purchase of additional stake on August 16, 2017 The company is in the process of liquidation 95.00 95.00 – – 84.28 84.28 84.28 84.28 63.12 84.28 84.28 84.28 100.00 89.77 – – – – – – 100.00 100.00 49.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 30.00 100.00 100.00 84.28 84.28 84.28 84.28 63.12 84.28 84.28 84.28 100.00 89.77 – – – – – – 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 403 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. @ ^ Name of associate company Principal place of business L&T-Chiyoda Limited Gujarat Leather Industries Limited@ Larsen & Toubro Qatar & HBK Contracting Co.WLL L&T Camp Facilities LLC International Seaport (Haldia) Private Limited Magtorq Private Limited Feedback Infra Private Limited^^ Grameen Capital India Limited^ Ardom Towergen Private Limited KMC Infratech Road Holdings Limited^^^ India India Qatar UAE India India India India India India As at 31-3-2018 As at 31-3-2017 Proportion of effective ownership Interest (%) 50.00 50.00 50.00 49.00 21.74 42.85 – 16.64 7.77 – Proportion of voting power held (%) 50.00 50.00 50.00 49.00 21.74 42.85 – 16.64 7.77 – Proportion of effective ownership Interest (%) 50.00 50.00 50.00 49.00 21.74 42.85 15.42 17.32 8.08 0.09 Proportion of voting power held (%) 50.00 50.00 50.00 49.00 21.74 42.85 15.42 17.32 8.08 0.09 The company is in process for closure The company operates under severe long term restrictions that significantly impair its ability to transfer funds to the company and hence the same has not been considered for consolidation The Group has sold its stake on March 19, 2018 ^^ ^^^ The Group has sold its stake on September 7, 2017 Sr. No. Name of joint venture As at 31-3-2018 As at 31-3-2017 Principal place of business Proportion of effective ownership interest (%) Proportion of effective ownership interest (%) Joint Ventures L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Howden Private Limited L&T-Sargent & Lundy Limited L&T Special Steels and Heavy Forgings Private Limited L&T MBDA Missile Systems Limited * L&T Sapura Offshore Private Limited L&T Sapura Shipping Private Limited L&T-Gulf Private Limited L&T Hydrocarbon Caspian LLC ** L&T Infrastructure Development Projects Limited L&T Chennai–Tada Tollway Limited L&T BPP Tollway Limited L&T Rajkot-Vadinar Tollway Limited L&T Deccan Tollways Limited L&T Samakhiali Gandhidham Tollway Limited Kudgi Transmission Limited L&T Sambalpur-Rourkela Tollway limited Panipat Elevated Corridor Limited Krishnagiri Thopur Toll Road Limited Western Andhra Tollways Limited Vadodara Bharuch Tollway Limited L&T Transportation Infrastructure Limited 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 404 India India India India India India India India India Azerbaijan India India India India India India India India India India India India India 51.00 51.00 50.10 50.00 74.00 51.00 60.00 60.00 50.00 50.00 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 98.12 51.00 51.00 50.10 50.00 74.00 – 60.00 60.00 50.00 – 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 97.45 98.12 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. No. Name of joint venture Joint Ventures LTIDPL INDVIT Services Limited(formerly known as L&T Western 24. India Tollbridge Limited) As at 31-3-2018 As at 31-3-2017 Principal place of business Proportion of effective ownership interest (%) Proportion of effective ownership interest (%) L&T Interstate Road Corridor Limited Ahmedabad-Maliya Tollway Limited L&T Port Kachchigarh Limited # L&T Halol-Shamlaji Tollway Limited Krishnagiri Walajahpet Tollway Limited Devihalli Hassan Tollway Limited PNG Tollway Limited L&T IDPL Trustee Manager Pte. Ltd. L&T Kobelco Machinery Private Limited Raykal Aluminium Company Private Limited Larsen & Toubro Electromech LLC ^ Indiran Engineering Projects and Systems Kish PJSC 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. The company is reclassified from joint venture to subsidiary due to purchase of additional stake on August 16, 2017 ^ The company is merged with L&T Infrastructure Development Projects Limited w.e.f. April 1,2016 # The joint venture has been entered on April 5, 2017 * ** The joint venture has been entered on June 24, 2017 India India India India India India India India Singapore India India Sultanate of Oman Iran 97.45 97.45 97.45 – 47.75 97.45 97.45 72.11 97.45 51.00 75.50 – 50.00 97.45 97.45 97.45 97.45 47.75 97.45 97.45 72.11 97.45 51.00 75.50 65.00 50.00 Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. Name of joint operation (with specific ownership interest in the arrangement) Desbuild L&T Joint Venture Larsen and Toubro Limited-Shapoorji Pallonji & Co. Ltd. Joint Venture Al Balagh Trading & Contracting Co W.L.L- L&T Joint Venture L&T - AM Tapovan Joint Venture HCC - L&T Purulia Joint Venture International Metro Civil Contractors Joint Venture Metro Tunneling Group L&T - Hochtief Seabird Joint Venture Metro Tunneling Chennai-L&T Shanghai Urban Construction (Group) Corporation Joint Venture Metro Tunneling Delhi- L&T Shanghai Urban Construction (Group) Corporation Joint Venture L&T-Shanghai Urban Construction (Group) Corporation Joint Venture CC27 Delhi Aktor-Larsen & Toubro-Yapi Merkezi-STFA-Al Jaber Engineering Joint Venture Civil Works Joint Venture L&T-Shanghai Urban Construction (Group) Corporation Joint Venture DAEWOO and L&T Joint Venture L&T – STEC JV MUMBAI L&T- ISDPL (JV)^^ Principal place of business As at 31-3-2018 Proportion of effective ownership interest (%) As at 31-3-2017 Proportion of effective ownership interest (%) India India Qatar India India India India India India India India Qatar Kingdom of Saudi Arabia India India India India 49.00 50.00 80.00 65.00 43.00 26.00 26.00 90.00 75.00 60.00 68.00 22.00 29.00 51.00 50.00 65.00 100.00 49.00 50.00 80.00 65.00 43.00 26.00 26.00 90.00 75.00 60.00 68.00 22.00 29.00 51.00 50.00 65.00 – 405 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. No. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. Name of joint operation (with specific ownership interest in the arrangement) L&T-IHI Consortium^^^ L&T-Eastern Joint Venture** Larsen and Toubro Limited-Scomi Engineering BHD Consortium- Residual Joint Works Joint Venture Larsen and Toubro Limited-Scomi Engineering BHD Consortium- O&M Joint Venture L&T- Inabensa Consortium*** L&T-Delma Mafraq Joint Venture L&T-AL-Sraiya LRDP 6 Joint Venture Larsen & Toubro Limited & NCC Limited Joint Venture Besix - Larsen & Toubro Joint Venture Larsen & Toubro Ltd - Passavant Energy & Environment JV ^ LNT-Shriram EPC Tanzania UJV% LTH Milcom Private Limited Bauer- L&T Geo Joint Venture EMAS Saudi Arabia Ltd The joint operation is in the process of liquidation. The joint operation has been entered on October 12, 2016 The joint operation has been entered on December 1, 2017 ** ^ ^^ ^^^ The joint operation has been entered on July 14, 2017 The joint operation has been entered on April 25, 2016 *** The joint operation has been entered on December 25, 2016 % Principal place of business As at 31-3-2018 Proportion of effective ownership interest (%) As at 31-3-2017 Proportion of effective ownership interest (%) India UAE India India India UAE Qatar India UAE India Tanzania India India Kindgom of Saudi Arabia 100.00 65.00 60.00 50.00 100.00 100.00 75.00 55.00 50.00 50.00 90.00 56.67 37.00 50.00 – 65.00 60.00 50.00 100.00 60.00 75.00 55.00 50.00 50.00 90.00 56.67 37.00 50.00 Sr. No. Name of joint operation (with specific proportion of activity carried out through the arrangement) Principal place of business 1. 2. 3. 4. 5. 6. 7. 8. 9. L&T Sojitz Consortium L&T-KBL (UJV) Hyderabad L&T-KBL-MAYTAS UJV Mallanna Sagar Reservoir LnT-Prasad-RK Infra JV Larsen & Toubro Limited Waterleau Consortium L&T-BRAPL JV (package II) L&T-BRAPL JV (package III) IIS - L&T Consortium PES Engg P ltd-L&T Consortium 10. 11. L&T ISDPL - DI (JV) L&T Galfar Consortium 12(a). L&T Oman-L&T consortium 12(b). L&T Oman-L&T consortium 12(c). L&T Oman-L&T consortium 13(a). Sojitz Corporation-L&T consortium 13(b). Sojitz Corporation-L&T consortium 13(c). Sojitz Corporation-L&T consortium 406 India India India India Qatar India India India India India Oman Oman Oman Oman India India India Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. No. Name of joint operation (with specific proportion of activity carried out through the arrangement) Principal place of business 14. 15. 16. 17. 18. 19. 20. 21. Sojitz Corporation-Gayathri Projects Ltd-L&T consortium PESB and Larsen & Toubro Joint Venture Scomi Engineering Bhd-L&T consortium Sojitz Corporation-L&T consortium Consortium of M/s. J. Ray McDermott Sdn. Bhd. and M/s. L&T Hydrocarbon Engineering Limited Consortium of L&T Hydrocarbon Engineering Limited and EMAS AMC Pte. Ltd. L&T Parel Project LLP-Omkar Realtors & Developers Pvt. Ltd. (Crescent bay) L&T Asian Realty Project LLP-Nirmal Life Style Developers Pvt. Ltd. (Nirmal Lifestyle) India Malaysia India India India Kingdom of Saudi Arabia India India NOTE [41] The components of other equity shown in the Consolidated Balance Sheet include the Group’s share in the respective reserves of subsidiaries. Reserve attributable to non-controlling interest is reported separately in the consolidated Balance Sheet. Retained earnings comprise Group’s share in general reserve and balance of Profit and Loss. NOTE [42] (a) Exceptional items for 2017-18 include: i. Gain on divestment of Group’s stake in subsidiary companies (EWAC Alloys Limited: R 281.01 crore and L&T Cutting Tools Limited: R 136.74 crore). ii. Write off of trade receivable from a customer against whom insolvency proceedings are underway R 294.75 crore [note 1(x) (vii)]. (b) Exceptional items for 2016-17 include: i. ii. Gain on divestment of Group’s stake in a subsidiary company (L&T General Insurance Company Limited) R 402.43 crore. Impairment of investment in a joint venture company (L&T Infrastructure Development Projects Limited) R 281.00 crore. (c) On May 1, 2018, the Company signed, subject to regulatory approvals, definitive agreements with Schneider Electric for strategic divestment of its Electrical and Automation (E&A) business (a reported segment which includes certain associated subsidiary companies outside India), for an all-cash consideration of R 14000 crore which is subject to customary post-closing adjustments. In view of the pro-longed timelines for obtaining regulatory approvals, the E&A business is not classified as “discontinued operation” and the related assets and liabilities have not been classified as “held for sale” in accordance with the applicable accounting standards. NOTE [43] The expenditure on research and development activities recognised as expense in the Statement of Profit and Loss is R 179.90 crore (previous year: R 177.88 crore). Further, the Group has incurred capital expenditure on research and development activities as follows: (a) on Property, Plant & Equipment R 6.73 crore (previous year: R 9.75 crore) (b) on intangible assets being expenditure on new product development R 49.91 crore (previous year: R 43.01 crore) (c) on other intangible assets R 3.81 crore (previous year: R 3.20 crore) NOTE [44] (a) Disclosures pursuant to Ind AS 11 “Construction Contracts”: Sr. No. i ii Particulars Contract revenue recognised for the financial year [Note 34] Aggregate amount of contract costs incurred and recognised profits (less recognised losses*) as at the end of the financial year for all contracts in progress as at that date iii. Amount of customer advances outstanding for contracts in progress as at the end of the iv. financial year Retention amount by customers for contracts in progress as at the end of the financial year * Includes Provision for foreseeable loss 2017-18 v crore 2016-17 83595.78 318302.24 74504.71 265885.96 14298.92 13267.98 10113.25 248.55 8258.37 247.41 407 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [44] (contd.) (b) The Group has undertaken a project for construction, operation and maintenance of the Metro Rail System on Design-Build- Finance-Operate-Transfer (DBFOT) basis as per the concession agreement with the government authorities. The significant terms of the arrangement are as under- Period of the Concession Remuneration Funding from grantor Infrastructure return at the end of the concession period Renewal and termination Options Rights & Obligations Classification of Service Arrangement Construction revenue recognised Initial period of 36 years & 5 months and extendable by another 25 years at the option of the concessionaire subject to fulfilment of certain conditions under concession agreement. Fare collection Rights from the users of the Metro Rail System, license to use land provided by the government for constructing depots and for transit oriented development and earn lease rental income on such development and grant of viability gap fund. Viability Gap Funding of R 1458 crore Being DBFOT project, the project assets have to be transferred at the end of concession period Further extension of 25 years will be granted at the option of the concessionaire upon satisfaction of Key Performance Indicators laid under the concession agreement. This option is to be exercised by the concessionaire during the 33rd year of the initial concession period. Termination of the Concession Agreement can either be due to (a) Force Majeure (b) Non Political event (c) Indirect political event (d) Political event. On occurrence of any of the above events, the obligations, dispute resolution, termination payments etc. are as detailed in the Concession Agreement. Major obligations of the concessionaire are relating to– (a) project agreements (b) change in ownership (c) issuance of Golden Share to the Government (d) maintenance of aesthetic quality of the Rail System (e) operation and maintenance of the rolling stock and equipment necessary and sufficient for handling Users equivalent to 110% of the Average PHPDT etc. Major obligations of the Government are – (a) providing required constructible right of way for construction of rail system and land required for construction of depots and transit oriented development. (b) providing reasonable support and assistance in procuring applicable permits required for construction (c) providing reasonable assistance in obtaining access to all necessary infrastructure facilities and utilities (d) obligations relating to competing facilities (e) obligations relating to supply of electricity etc. Intangible assets have been recognised towards rights to charge the users of the utility R 469.10 crore (previous year: R 790.85 crore) [included in 44(a)(i) above] (c) Disclosures pursuant to Guidance Note on Accounting for Real Estate Transactions issued by the Institute of Chartered Accountants of India: Sr. No. i. ii. Particulars Amount of project revenue recognised for the financial year [Note 34] Aggregate amount of costs incurred and profits recognised (less recognised losses) as at the end of the financial year iii. Amount of advances received iv. v. Amount of work-in-progress and the value of inventories [Note 11] Excess of revenue recognised over actual bills raised (unbilled revenue) [Note 19] 2017-18 686.81 4967.14 20.95 2307.47 – v crore 2016-17 2272.71 4507.66 65.54 1259.76 91.05 408 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] Disclosure pursuant to Ind AS 19 “Employee Benefits” [Note 1(o)] (a) Defined contribution plans: Amount of R 387.19 crore (previous year: R 346.85 crore) is recognised as an expense. Out of above, R 386.04 crore (previous year: R 345.24 crore) is included in “employee benefit expense” [Note 37] in the Statement of Profit and Loss and R 1.15 crore (previous year: R 1.61 crore) has been capitalised. (b) Defined Benefit plans: (i) The amounts recognised in Balance Sheet are as follows: Particulars Gratuity plan As at 31-3-2018 As at 31-3-2017 Post-retirement medical benefit plan As at 31-3-2018 As at 31-3-2017 Pension plan Trust-managed provident fund plan As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 v crore A) Present value of defined benefit obligation – Wholly funded – Wholly unfunded Less: Fair value of plan assets Add: Amount not recognised as an asset 676.92 215.17 892.09 610.99 640.87 203.29 844.16 615.72 – 222.16 222.16 – – 234.55 234.55 – – 326.68 326.68 – – 317.41 317.41 – 3618.47 14.84 3633.31 3676.19 3315.73 2.59 3318.32 3348.38 (limit in para 64(b)) 4.78 4.80 – – – – – – Amount to be recognised as liability or (asset) B) Amounts reflected in the Balance Sheet Liabilities Assets Net liability/(asset) Net liability/(asset) - current # Net liability/(asset) - Non-current 285.88 233.24 222.16 234.55 326.68 317.41 (42.88) (30.06) 292.73 (6.85) 285.88 285.88 – 240.91 (7.67) 233.24 233.24 – 222.16 – 222.16 13.12 209.04 234.55 – 234.55 13.36 221.19 326.68 – 326.68 25.55 301.13 317.41 – 317.41 22.67 294.74 33.83 (2.96) 30.87 30.87 – # Liability for unfunded gratuity with respect to group(s) of assets classified as held for sale is included thereunder (ii) The amounts recognised in Statement of Profit and Loss are as follows: Particulars Gratuity plan Post-retirement medical benefit plan Pension plan 32.50 (4.95) 27.55 27.55 – v crore 2017-18 134.31 45.74 (41.19) (24.87) 2016-17 127.65 44.23 (40.51) (47.34) 2017-18 21.51 16.48 – – 2016-17 16.47 14.59 – – 2017-18 3.68 22.00 – – Trust-managed provident fund plan 2017-18 2016-17 2016-17 2.48 116.19 $ 115.73 $ 21.47 – – 259.47 (259.47) (18.82) 280.26 (280.26) (14.02) 21.00 35.88 (34.82) 19.11 3.75 23.64 – (9.87) Past service cost 6. 7. Actuarial gain/(loss) not recognised in 3.30 – – – (0.70) – – (0.19) 0.27 (0.39) – – – – – – – – – – – – – – – 14.02 – 28.69 – – – – 1. 2. 3. 4. 5. Current service cost Interest cost Interest income on plan assets Re-measurement - Actuarial losses/(gains) - Difference between actual return on plan assets and interest income Re-measurement - Actuarial losses/ (gains) - Others books 8. Adjustment for earlier years 9. Re-measurement - Effect of the limit in para 64(b) 10. Translation adjustments 11. Amount capitalised out of the above Total (1 to 11) (0.30) (0.81) 136.99 0.91 (0.46) 120.24 – (0.02) 2.45 – (0.01) 50.16 – – 29.43 – – 47.59 – – 116.19 – – 115.73 409 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] (contd.) Particulars Gratuity plan Post-retirement medical benefit plan Pension plan 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 v crore Trust-managed provident fund plan 2017-18 2016-17 I. Amount included in “employee benefits expense” 140.83 131.78 22.60 18.44 3.68 2.48 116.19 115.73 II. Amount included as part of “manufacturing construction and operating expenses” III. Amount included as part of “finance cost” IV. Amount included as part of “Other comprehensive income Total (I+II+III+IV) Actual return on plan assets 0.21 0.47 – 0.31 – 14.67 (4.52) 136.99 66.06 (11.85) 120.24 87.85 (34.82) 2.45 – – 12.61 19.11 50.16 – – 22.00 3.75 29.43 – – 21.47 23.64 47.59 – – – – – – 116.19 294.28 – 115.73 278.29 (iii) The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows: Gratuity plan As at 31-3-2018 As at 31-3-2017 Post-retirement medical benefit plan As at 31-3-2018 As at 31-3-2017 Pension plan As at 31-3-2018 As at 31-3-2017 v crore Trust-managed provident fund plan As at 31-3-2018 As at 31-3-2017 Opening balance of the present value of defined benefit obligation Add: Current service cost Add: Interest cost Add: Contribution by plan participants i) ii) Employer Employee Add/(less): Re-measurement - Actuarial losses/(gains) i) Actuarial (gains)/losses arising from changes in demographic assumptions Actuarial (gains)/losses arising from changes in financial assumptions Actuarial (gains)/losses arising from changes in experience adjustments ii) iii) Less: Benefits paid Add: Past Service Cost Add: Liabilities assumed on transfer of employees Add: Business combination/acquisition Add: Adjustment for earlier years Add/(less): Translation adjustments Closing balance of the present value of 844.16 134.31 45.74 758.23 127.65 44.23 234.55 21.51 16.48 193.31 16.47 14.59 317.41 3.68 22.00 287.55 3318.32 2.48 21.47 116.19 $ 280.26 3036.16 115.73 $ 259.47 – – – – – – – – – – – – – 295.03 – 288.27 19.82 0.15 (30.16) 0.08 – – – – (16.61) 26.79 (18.66) 24.41 (15.48) 17.43 – (9.87) 17.79 (168.71) 3.30 6.28 8.94 (127.70) – – 5.49 – 0.52 (1.89) 0.38 7.38 14.00 (12.02) (0.70) – (2.84) – – (5.38) (8.93) – – 19.23 (20.16) – – 6.21 (17.73) – – – (482.35) – 105.86 – (388.56) 0.01 17.11 – – – – – – – – – – – – – – – defined benefit obligation 892.09 844.16 222.16 234.55 326.68 317.41 3633.31 3318.32 410 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] (contd.) (iv) Changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof are as follows: Particulars Opening balance of the fair value of the plan assets Add: Interest Income on plan assets* Add/(Less): Re-measurement - Actuarial gains/(losses) Add/(Less): Actuarial gains/(losses) - Difference between actual return on plan assets and interest income Add/(Less): Actuarial gains/(losses) - Others Add: Contribution by the employer Add: Contribution by plan participants Add: Assets assumed on transfer of employees Add: Business combination/disposal (net) Less: Benefits paid Add: Adjustment for earlier years Closing balance of the plan assets v crore Gratuity plan Trust-managed provident fund plan As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 615.72 41.19 – 559.86 3348.38 3041.76 40.51 280.26 259.47 – – – 24.87 47.34 – – 73.90 70.39 – – (3.70) – – – 14.02 – 116.32 295.44 108.71 (4.43) 18.82 – 113.75 284.44 21.23 (2.03) (140.99) (102.51) (482.35) (388.56) – 0.13 (0.16) (0.50) 610.99 615.72 3676.19 3348.38 Notes: The fair value of the plan assets under the trust managed provident fund plan has been determined at amounts based on their value at the time of redemption, assuming a constant rate of return to maturity. * Basis used to determine interest income on plan assets: The Trust formed by the Parent Company and a few subsidiaries manage the investments of provident funds and gratuity fund. Interest income on plan assets is determined by multiplying the fair value of the plan assets by the discount rate stated in (vii) below both determined at the start of the annual reporting period. The Group expects to fund R 93.63 crore (previous year: R 37.48 crore) towards its gratuity plan and R 122.04 crore (previous year: R 140.68 crore) towards its trust-managed provident fund plan during the year 2018-19. $ Employer’s contribution to provident fund. (v) The fair value of major categories of plan assets are as follows: Particulars As at 31-3-2018 As at 31-3-2017 Gratuity plan Cash and cash equivalents Equity instruments Debt instruments - Corporate bonds Debt instruments - Central Government bonds Debt instruments - State Government bonds Debt instruments - Public Sector Unit bonds Mutual funds - Equity Mutual funds - Debt Mutual funds - Others Quoted – 16.51 82.54 128.18 66.35 – 4.96 – – Unquoted 1.68 – 99.91 – – 55.59 – 0.29 – Total 1.68 16.51 182.45 128.18 66.35 55.59 4.96 0.29 – Quoted – 15.47 77.91 149.30 123.39 2.34 0.21 – – Unquoted 5.49 0.65 159.60 6.20 5.49 73.33 66.61 0.52 0.10 v crore Total 5.49 16.12 237.51 155.50 128.88 75.67 66.82 0.52 0.10 411 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] (contd.) Particulars As at 31-3-2018 As at 31-3-2017 Gratuity plan Special deposit scheme Fixed deposits Insurer managed fund Advance taken Others Closing balance of the plan assets Quoted – – – – – 298.54 Unquoted 2.54 1.47 147.80 3.17 0.00 312.45 Total 2.54 1.47 147.80 3.17 0.00 610.99 Quoted – – – – – 368.62 Unquoted 1.50 1.21 115.39 (175.00) (13.99) 247.10 Particulars As at 31-3-2018 As at 31-3-2017 Trust-managed provident fund plan Cash and cash equivalents Equity instruments Debt instruments - Corporate bonds Debt instruments - Central Government bonds Debt instruments - State Government bonds Debt instruments - Public Sector Unit bonds Mutual funds - Equity Mutual funds - Debt Mutual funds - Others Special deposit scheme Fixed deposits Others Closing balance of the plan assets Quoted – – 541.31 838.08 748.74 483.37 85.69 0.05 2.81 – – 0.70 2700.75 Unquoted 7.50 0.01 104.37 0.20 0.18 582.43 14.32 0.26 6.71 270.32 3.09 (13.95) 975.44 Total 7.50 0.01 645.68 838.28 748.92 1065.80 100.01 0.31 9.52 270.32 3.09 (13.25) 3676.19 Quoted – – 353.45 659.29 688.71 408.53 12.82 – – – – – 2122.80 Unquoted 12.53 – 113.96 – – 648.03 67.41 4.11 – 268.34 – 111.20 1225.58 v crore Total 1.50 1.21 115.39 (175.00) (13.99) 615.72 v crore Total 12.53 – 467.41 659.29 688.71 1056.56 80.23 4.11 – 268.34 – 111.20 3348.38 (vi) The Average duration of the Defined Benefit Obligation at the end of the reporting period is as follows: 1. Gratuity 2. 3. Post-retirement medical benefit plan Pension plan Plans As at 31-3-2018 As at 31-3-2017 7.54 17.48 8.06 6.30 14.86 7.50 (vii) Principal actuarial assumptions at the Balance Sheet date (expressed as weighted average): Plans As at 31-3-2018 As at 31-3-2017 (A) Discount rate: (a) Gratuity plan (b) Pension plan (c) Post-retirement medical benefit plan (B) Annual increase in healthcare costs (see note below) (C) Salary Growth rate: (a) Gratuity plan (b) Pension plan 7.56% 7.56% 7.56% 5.00% 5.03% 5.99% 7.10% 7.10% 7.10% 5.00% 5.00% 6.00% 412 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] (contd.) (D) Attrition Rate: (a) For post-retirement medical benefit plan & pension plan, the attrition rate varies from 1% to 12% (previous year: 2% to 8%) for various age groups. (b) For gratuity plan the attrition rate varies from 1% to 25% (previous year: 1% to 6%) for various age groups. (E) The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. (F) The interest payment obligation of trust-managed provident fund is assumed to be adequately covered by the interest income on long term investments of the fund. Any shortfall in the interest income over the interest obligation is recognised immediately in the Statement of Profit and Loss as actuarial losses. (G) The obligation of the Group under the post-retirement medical benefit plan is limited to the overall ceiling limits. At present, healthcare cost, as indicated in the principal actuarial assumption given above, has been assumed to increase at 5% p.a. (H) A one percentage point change in actuarial assumptions would have the following effects on defined benefit obligation: Particulars Gratuity Impact of change in salary growth rate Impact of change in discount rate Post-retirement medical benefit plan Impact of change in Health care cost Impact of change in discount rate Company pension plan Effect of 1% increase Effect of 1% decrease As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 v crore 84.32 (74.17) 24.44 (29.80) 55.39 (48.65) 27.53 (36.17) (75.11) 84.82 (19.96) 37.71 (45.08) 50.31 (21.99) 46.02 Impact of change in discount rate (24.29) (26.07) 28.04 26.68 (viii) Characteristics of defined benefit plans and associated risks: (A) Gratuity plan: The Parent Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last 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 company’s scheme is more favourable as compared to the obligation under The Payment of Gratuity Act, 1972. The defined benefit plans for gratuity of the Parent Company and material domestic subsidiary companies are administered by separate gratuity funds that is legally separate from the Parent Company and the material domestic subsidiary companies. The trustees nominated by the group are responsible for the administration of the plan. There are no minimum funding requirements of these plans. The funding of these plans is based on gratuity fund’s actuarial measurement framework set out in the funding policies of the plan. These actuarial measurements are similar compared to the assumptions set out in (vii) supra. An insignificant portion of the gratuity plan of the group attributable to subsidiary companies is administered by the respective subsidiary companies and is funded through insurer managed funds. A part of the gratuity plan is unfunded and managed within the group. Further, it also includes amounts payable in respect of the Group’s foreign operations which result in gratuity payable to employees engaged as per the local laws of country of operation. Employees do not contribute to any of these plans. (B) Post-retirement medical care plan: The Post-retirement medical benefit 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. 413 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] (contd.) (C) Pension plan: In addition to contribution to state-managed pension plan (EPS scheme), the Group operates a post retirement pension scheme, which is discretionary in nature for certain cadres of employees. The quantum of pension depends on the cadre of the employee at the time of retirement. The plan is unfunded. Employees do not contribute to the plan. (D) Trust managed provident fund plan: The Parent Company and a few subsidiaries manage provident fund plan through a provident fund trust for its employees which is permitted under The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952. The plan mandates contribution by employer at a fixed percentage of employee’s salary. Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution and additional sums at their discretion. The plan guarantees interest at the rate notified by the provident fund authority. The contribution by employer and employee together with interest are payable at the time of separation from service or retirement whichever is earlier. The benefit under this plan vests immediately on rendering of service. The interest payment obligation of trust-managed provident fund is assumed to be adequately covered by the interest income on long term investments of the fund. Any shortfall in the interest income over the interest obligation is recognised immediately in the Statement of Profit and Loss as actuarial loss. Any loss/gain arising out of the investment risk and actuarial risk associated with the plan is also recognised as expense or income in the period in which such loss/ gain occurs. All the above defined benefit plans expose the Group to general actuarial risks such as interest rate risk and market (investment) risk. NOTE [46] Disclosure pursuant to Ind AS 108 “Operating Segment” (a) Information about Reportable segments Particulars For the year ended 31-3-2018 Inter-segment External For the year ended 31-3-2017 Total External Inter-segment Total v crore Gross Segment Revenue Infrastructure Power Heavy Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Elimination Total Revenue Segment result [Profit/(Loss) before interest and tax] Infrastructure Power Heavy Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Total 59083.13 6200.58 3845.49 5209.03 11735.83 11187.79 10063.75 4294.05 8242.45 – 119862.10 735.84 7.65 268.39 299.24 23.80 169.64 – – 591.87 (2096.43) – 59818.97 6208.23 4113.88 5508.27 11759.63 11357.43 10063.75 4294.05 8834.32 (2096.43) 119862.10 5293.30 163.99 515.84 668.82 771.81 2146.51 1440.64 196.40 1139.10 12336.41 52923.08 6938.56 3149.15 4968.56 9602.50 9731.29 8545.17 4027.78 10124.91 – 110011.00 997.73 0.23 297.79 398.71 25.84 156.25 0.12 339.50 737.52 (2953.69) – 53920.81 6938.79 3446.94 5367.27 9628.34 9887.54 8545.29 4367.28 10862.43 (2953.69) 110011.00 4722.54 201.18 498.57 549.89 508.42 1825.53 786.44 32.01 387.19 9511.77 414 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (a) Information about Reportable segments (contd.) Particulars Inter segment margins on capital jobs Interest expenses Unallocated corporate income net of expenditure Profit before Tax Provision for current tax Provision for deferred tax Profit after tax Share in profit/(loss) of joint venture/associate companies (net) Adjustments for non-controlling interest in subsidiaries Net profit after tax, non-controlling interest and share in profit/(loss) of joint ventures/associates Particulars Infrastructure Power Heavy Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment Total For the year ended 31-3-2018 Inter-segment External Total 12.90 (1538.52) 828.37 11639.16 (3732.27) 533.40 8440.29 (435.86) (634.57) 7369.86 For the year ended 31-3-2017 v crore External Inter-segment Total (28.14) (1338.73) 742.46 8887.36 (2834.35) 827.76 6880.77 (395.27) (444.27) 6041.23 v crore Segment Assets Segment Liabilities As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 58443.26 50020.69 40932.30 33912.75 6437.33 6624.54 4412.36 9226.17 7555.66 6847.03 5123.67 4364.25 6728.63 6166.03 5647.48 5245.60 2140.87 7841.04 2182.27 6362.49 3826.93 1935.65 5589.70 1893.77 87888.63 71841.82 76383.88 64341.27 30375.07 28240.72 10515.57 19531.60 18599.96 6971.77 8931.32 6953.07 230494.62 197932.80 157860.78 133746.95 Corporate unallocated assets/liabilities 17011.32 15741.59 28363.17 26147.32 Inter Segment assets/liabilities (2452.59) (1492.79) (2452.59) (1492.79) Consolidated Total assets/liabilities 245053.35 212181.60 183771.36 158401.48 415 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (a) Information about Reportable segments (contd.) Particulars Infrastructure Power Heavy Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment Total Unallocable Consolidated Total Depreciation, amortization, impairment & obsolescence included in segment expenses Non-cash expenses other than depreciation included in segment expenses 2017-18 2016-17 2017-18 2016-17 v crore 608.05 43.56 138.66 152.74 132.41 244.43 51.23 73.68 281.24 1726.00 202.73 1928.73 650.53 44.40 116.69 151.10 148.87 236.81 78.00 58.07 665.21 2149.68 220.25 2369.93 20.03 19.81 1.40 1.97 3.85 3.66 8.47 29.43 – 4.13 72.94 38.45 111.39 1.99 2.49 3.83 7.97 13.46 4.79 – 4.62 58.96 29.21 88.17 Note : Impairment loss included in Heavy Engineering Segment is R 31.88 crore (previous year: R Nil), Other segment is R 27.69 crore (previous year: R 412.57 crore) and in Corporate unallocated is R 84.32 crore (previous year: R 103.00 crore). Particulars Infrastructure Power Heavy Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment Total Unallocable Inter Segment Interest Income included in segment income Interest expense included in segment expense v crore Profit or (loss) of associates and joint ventures accounted applying equity method not included in segment result 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2.95 – – 5.29 119.43 4.04 215.74 0.54 54.10 402.09 518.66 0.58 – 0.19 3.50 45.01 4.62 89.11 0.03 30.60 173.64 557.37 – – – – – – – – – – – – 5449.68 4777.91 2.44 164.45 (227.90) – 29.72 – 0.70 3.01 120.55 (186.81) – 6.19 – 6.14 627.53 647.60 (392.85) (357.07) – – 6077.21 5425.51 – – (63.42) 5362.09 2.98 (420.46) (15.40) – 0.30 (407.69) 12.42 – (435.86) (395.27) (255.08) (308.39) (57.47) Consolidated Total 665.67 422.62 6019.74 416 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (a) Information about Reportable segments (contd.) Particulars Infrastructure Power Heavy Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment Total Unallocable Inter Segment Consolidated Total (b) Geographical Information Particulars Particulars India (a) Foreign countries (b): United States of America Kingdom of Saudi Arabia Sultanate of Oman United Arab Emirates Kuwait Qatar Other countries Total Foreign countries (b) Total (a+b) India Foreign countries Total Additions to non-current assets 2017-18 2016-17 1273.70 151.36 245.27 202.16 363.10 514.12 351.59 2506.65 344.09 5952.04 626.88 (74.58) 6504.34 616.34 100.17 96.87 176.94 188.24 166.67 441.11 2549.73 668.28 5004.35 471.16 (217.37) 5252.14 v crore Investment in associates and joint ventures accounted applying equity method included in segment assets As at 31-3-2018 8.95 774.53 6.09 – 359.92 – 6.00 1310.94 20.73 2487.16 0.43 – 2487.59 As at 31-3-2017 2.25 605.57 1.58 – 329.53 – 50.55 1764.72 18.72 2772.92 (0.02) – 2772.90 v crore Revenue by location of customers 2017-18 80162.78 7355.33 8053.68 4485.12 3866.38 2174.35 5335.10 8429.36 39699.32 119862.10 2016-17 72357.51 6580.12 7059.39 5583.41 3354.10 2968.44 4950.40 7157.63 37653.49 110011.00 v crore Non-current Assets As at 31-3-2018 34930.93 1680.43 36611.36 As at 31-3-2017 32019.01 1653.55 33672.56 (c) Revenue contributed by any single customer in any of the operating segments, whether reportable or otherwise, does not exceed ten percent of the group’s total revenue. (d) The group’s reportable segments are organized based on the nature of products and services offered by these segments. 417 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (contd.) (e) Segment reporting: basis of identifying operating segments, reportable segments and definition of each reportable segment: (i) Basis of identifying Operating segments: Operating segments are identified as those components of the groups (a) that engage in business activities to earn revenues and incur expenses (including transactions with any of the group’s other components); (b) whose operating results are regularly reviewed by the Group’s Corporate Executive Management to make decisions about resource allocation and performance assessment; and (c) for which discrete financial information is available. The group has eight reportable segments as described under “segment composition” below which are the group’s independent businesses. The nature of products and services offered by these businesses are different and are managed separately given the different sets of technology and competency requirements. In arriving at the reportable segment, the six operating segments have been aggregated and reported as “infrastructure segment” as these operating segments have similar economic characteristics in terms of long term average gross margins, nature of the products and services, type of customers, methods used to distribute the products and services and the nature of regulatory environment applicable to them. (ii) Reportable segments An operating segment is classified as Reportable segment if reported revenue (including inter-segment revenue) or absolute amount of result or assets exceed 10% or more of the combined total of all the operating segments. (iii) Performance of a segment is measured based on segment profit (before interest and tax), as included in the internal management reports that are reviewed by the Group’s Corporate Executive Management. The performance of financial services segment and finance lease activities of power development segment are measured based on segment profit (before tax) after deducting the interest expense. (iv) Segment composition • • • • • • • • Infrastructure segment comprises engineering and construction of building and factories, transportation infrastructure, heavy civil infrastructure, power transmission & distribution, water and effluent treatment and smart world & communication projects. Power segment comprises turnkey solutions for Coal-based and Gas-based thermal power plants including power generation equipment with associated systems and / or balance-of-plant packages. Heavy Engineering segment comprises manufacture and supply of custom designed, engineered critical equipment & systems to core sector industries like Fertiliser, Refinery, Petrochemical, Chemical, Oil & Gas, Thermal & Nuclear Power, Aerospace and Defence. Electrical & Automation segment comprises manufacture and sale of low and medium voltage switchgear components, custom built low and medium voltage switchboards, electronic energy meters/protection (relays) systems and control & automation products. Hydrocarbon segment comprises complete EPC solutions for the global Oil & Gas Industry from front-end design through detailed engineering, modular fabrication, procurement, project management, construction, installation and commissioning. IT & Technology Services segment comprises information technology and integrated engineering services. Financial Services segment comprises rural finance, housing finance, wholesale finance, mutual fund, wealth management and general insurance (upto the date of sale). Developmental projects segment comprises development, operation and maintenance of basic infrastructure projects, toll and fare collection, power development, development and operation of port facilities and providing related advisory services. • Others segment includes metallurgical & material handling systems, realty, shipbuilding, manufacture and sale of industrial valves, welding equipment and cutting tools (till the date of sale), manufacture, marketing and servicing of construction equipment and parts thereof, marketing and servicing of mining machinery and parts thereof, manufacture and sale of rubber processing machinery, mining and aviation. None of the businesses reported as part of others segment meet any of the quantitative thresholds for determining reportable segments for the year ended March 31, 2018. 418 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] Disclosure of related parties/related party transactions pursuant to Ind AS 24 “ Related Party Disclosures” (a) Name of the related parties with whom transactions were carried out during the current year/previous year and description of relationship: Associate Companies: 1. L&T-Chiyoda Limited 3. Magtorq Private Limited @ The Group has sold its stake on March 19, 2018 Joint Ventures: 2. 4. Feedback Infra Private Limited @ L&T Camp Facilities LLC Larsen & Toubro Electromech LLC* 1. L&T-Sargent & Lundy Limited 3. L&T Halol-Shamlaji Tollway Limited 5. 7. Krishnagiri Walajahpet Tollway Limited 9. Devihalli Hassan Tollway Limited L&T Howden Private Limited L&T Sapura Shipping Private Limited L&T Sapura Offshore Private Limited L&T-Gulf Private Limited L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited 11. 13. 15. 17. 19. 21. 23. Raykal Aluminium Company Private Limited 25. 27. PNG Tollway Limited 29. L&T Kobelco Machinery Private Limited L&T Special Steels and Heavy Forgings Private Limited 2. L&T Interstate Road Corridor Limited 4. Ahmedabad - Maliya Tollway Limited L&T Chennai–Tada Tollway Limited 6. L&T BPP Tollway Limited 8. L&T Rajkot-Vadinar Tollway Limited 10. 12. L&T Deccan Tollways Limited L&T Samakhiali Gandhidham Tollway Limited 14. 16. Kudgi Transmission Limited 18. 20. 22. Panipat Elevated Corridor Limited 24. Krishnagiri Thopur Toll Road Limited 26. Western Andhra Tollways Limited 28. Vadodara Bharuch Tollway Limited 30. L&T Sambalpur-Rourkela Tollway limited L&T Infrastructure Development Projects Limited L&T Transportation Infrastructure Limited *The venture is classified as subsidiary w.e.f. August 16, 2017. Provident Fund Trusts: 1. 2. 3. 4. 5. 6. 7. Larsen & Toubro Officers & Supervisory Staff Provident Fund Larsen & Toubro Limited Provident Fund of 1952 Larsen & Toubro Limited Provident Fund L&T Kansbahal Officers & Supervisory Provident Fund L&T Kansbahal Staff & Workmen Provident Fund L&T Construction Equipment Provident Fund Trust L&T Valves Employees Provident Fund Gratuity Trusts: Larsen & Toubro Officers & Supervisors Gratuity Fund 1. Larsen & Toubro Gratuity Fund 2. Larsen and Toubro Technology Services Ltd. Eggas 3. 4. L&T Shipbuilding Limited Employees Group Assurance Scheme 5. Nabha Power Limited Employees Group Gratuity Assurance Scheme 6. L&T Hydrocarbon Engineering Ltd Group Gratuity Scheme Superannuation Trusts: 1. Larsen & Toubro Limited Senior Officers’ Superannuation Scheme 419 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) Name of Key Management Personnel and their relatives with whom transactions were carried out during the current year/previous year: (a) Executive Directors: 1. Mr. A.M. Naik (Group Executive Chairman)* 2. Mr. S. N. Subrahmanyan (Chief Executive Officer and Managing Director)# 3. Mr. R. Shankar Raman (Whole-time Director & Chief 4. Mr. Shailendra Roy (Whole-time Director) Financial Officer) 5. Mr. D. K. Sen (Whole-time Director) 7. Mr. J. D. Patil (Whole-time Director)** 6. Mr. M. V. Satish (Whole-time Director) (b) Non-executive Directors: 1. Mr. M. M. Chitale 3. Mr. M. Damodaran 5. Mr. Adil Zainulbhai 7. Mrs. Sunita Sharma 9. Mr. Ajay Shankar 11. Mrs. Naina Lal Kidwai 13. Mr. Narayanan Kumar@@ 15. Mr. Sushobhan Sarker ### 17. Mr. Bahram Vakil *** 2. Mr. Subodh Bhargava 4. Mr. Vikram Singh Mehta 6. Mr. Akhilesh Krishna Gupta 8. Mr. Thomas Mathew T 10. Mr. Subramanian Sarma 12. Mr. Sanjeev Aga @@@ 14. Mr. Arvind Gupta ## 16. Mr. Swapan Dasgupta @ Group Chairman w.e.f. October 1, 2017 * ** Appointed w.e.f. July 1, 2017 @@ Appointed w.e.f. May 27, 2016 ## Appointed w.e.f. July 1, 2017 ### ceased w.e.f. May 2, 2018 w.e.f. July 1,2017 (till June 30, 2017 Whole-time Director) # @ ceased w.e.f. May 15, 2016 @@@ Appointed w.e.f. May 25, 2016 *** ceased w.e.f. August 1, 2016 (b) Disclosure of related party transactions: Sr. No. Nature of transaction/relationship/major parties (i) Purchase of goods & services (including commission paid) Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: L&T-Chiyoda Limited Total (ii) Sale of goods/contract revenue & services 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore 1941.69 2399.97 156.61 1385.93 362.45 149.50 60.78 1677.03 545.47 52.29 2098.30 2460.75 Joint ventures, including: 423.05 1109.10 L&T Infrastructure Development Projects Limited L&T Deccan Tollways Limited L&T-MHPS Boilers Private Limited Associate: L&T-Chiyoda Limited Total 134.85 87.37 178.75 0.17 0.17 423.22 0.42 1108.61 545.12 394.35 157.18 0.42 420 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties (iii) Purchase/lease of property, plant and equipment Joint ventures: Larsen & Toubro Electromech LLC L&T Infrastructure Development Projects Limited L&T-MHPS Turbine Generators Private Limited Total (iv) Investments including subscription to equity and preference shares considered as equity (including application money paid) Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Special Steels and Heavy Forgings Private Limited Total (v) Subscription of preference share considered as debt in the financials Joint venture: L&T Special Steels and Heavy Forgings Private Limited Total (vi) Purchase of investments from Joint venture: L&T Infrastructure Development Projects Limited Total (vii) Inter corporate deposits given/(returned) (net) Joint ventures: L&T Special Steels and Heavy Forgings Private Limited L&T Sapura Shipping Private Limited Total (viii) Charges paid for miscellaneous services Joint ventures, including: L&T Sapura Shipping Private Limited L&T-Sargent & Lundy Limited Associates, including: L&T- Chiyoda Limited Total (ix)(a) Charges incurred for deputation of employees from related parties Joint venture: L&T Infrastructure Development Projects Limited Total 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore 0.01 0.01 261.01 261.01 214.43 214.43 – – 398.19 398.19 7.08 2.37 9.45 0.04 0.04 – – 0.01 – – 260.65 214.43 – 211.89 186.30 2.25 4.27 2.37 0.04 0.16 0.16 (0.25) (0.25) – – 2041.57 2041.57 387.50 387.50 6.66 6.42 13.08 4.63 4.63 0.14 0.02 – (0.03) (0.22) – – 2041.57 387.50 – 2.47 3.63 6.06 4.63 421 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore (ix)(b) Charges recovered for deputation of employees to related parties Joint ventures, including: 9.94 9.59 L&T Sapura Shipping Private Limited L&T Infrastructure Development Projects Limited L&T Special Steels and Heavy Forgings Private Limited Associate: L&T- Chiyoda Limited Total (x) Dividend received Associate: Feedback Infra Private Limited Total (xi) Commission received, including those under agency arrangements Joint venture: L&T Kobelco Machinery Private Limited Total 5.28 2.17 1.97 15.81 0.66 2.00 15.81 25.75 0.66 0.66 2.00 2.00 18.01 27.60 0.57 0.57 0.65 0.65 (xii) Rent received, overheads recovered and miscellaneous income Joint ventures, including: 92.30 94.89 L&T-MHPS Boilers Private Limited L&T-Sargent & Lundy Limited L&T-MHPS Turbine Generators Private Limited Associates, including: L&T- Chiyoda Limited Key management personnel: Mr. D.K. Sen Total (xiii) Interest received from Joint ventures, including: L&T Special Steels and Heavy Forgings Private Limited Associate: L&T Camp Facilities LLC Total (xiv) Interest paid to Joint venture: L&T Infrastructure Development Projects Limited Total 40.99 13.60 23.52 0.08 102.05 0.20 33.06 23.55 0.08 115.93 106.90 0.20 107.10 33.06 33.06 5.23 0.07 100.19 82.48 0.20 82.68 – – 5.60 2.14 1.21 18.01 0.57 0.65 35.50 17.70 9.64 5.23 0.07 78.98 0.20 – 422 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties (xv) Bad debts written off in respect of Joint ventures, including: Krishnagiri Thopur Toll Road Limited Western Andhra Tollways Limited L&T Interstate Road Corridor Limited Total (xvi) Provision towards bad and doubtful debts (including expected credit loss on account of delay) in respect of Joint ventures, including: PNG Tollway Limited L&T-MHPS Boilers Private Limited Total (xvii) Impairment loss/provision on investment in respect of Joint venture : L&T Infrastructure Development Projects Limited Total (xviii) Contribution to post employment benefit plan Transaction with trust managed provident fund Towards Employer’s contribution: (a) (i) Larsen & Toubro Officers & Supervisory Staff Provident Fund Total (b) (i) Transaction with approved gratuity fund Towards Employer’s contribution: Larsen & Toubro Technology Services Limited Eggas L&T Hydrocarbon Engineering Ltd Group Gratuity Scheme Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total (ii) Towards advance contribution/(refund): Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total (c) (i) Transaction with superannuation trust Towards Employer’s contribution: Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total 2017-18 2016-17 Amount Amounts for major parties Amount Amounts for major parties v crore – – 22.69 22.69 – – 115.40 115.40 30.61 30.61 (175.00) (175.00) 3.25 3.25 – – – – – 21.66 – 103.95 14.19 9.86 5.01 1.17 (142.30) (32.70) 3.25 0.55 0.55 24.11 24.11 281.00 281.00 113.35 113.35 35.61 35.61 – 35.61 3.32 3.32 0.31 0.07 0.13 22.11 – 281.00 100.99 5.15 – 23.59 6.26 – – 3.32 “Major parties” denote entities accounting for 10% or more of the aggregate for that category of transaction during respective period. 423 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) xix. Compensation paid to Key Management Personnel (KMP): Key Management Personnel Executive Directors: (a) Mr. A. M. Naik (Group Executive Chairman up to September 30, 2017) (b) Mr. S. N. Subrahmanyan (c) Mr. R. Shankar Raman (d) Mr. Shailendra Roy (e) Mr. D. K. Sen (f) Mr. M. V. Satish (g) Mr. J. D. Patil * Non-Executive Directors: (a) Mr. A. M. Naik (Group Chairman Short-term employee benefits 2017-18 Post- employment benefits Other Long term benefits Total Short-term employee benefits Post- employment benefits 2016-17 Other Long term benefits Share- based payment** v crore Total 11.58 56.80 ^ 19.38 ^^ 87.76 21.86 5.83 32.21 ^^ 42.70 102.60 13.99 9.16 7.96 6.37 5.86 3.14 3.70 2.42 1.83 1.69 1.52 0.81 3.29 1.50 # – – – – – – – 17.69 11.58 9.79 8.06 7.38 3.95 4.79 13.26 9.00 8.13 6.20 5.96 – 3.51 2.38 1.93 1.57 1.44 – – – – – – – – – – 12.53 3.87 – – – – 29.30 15.25 10.06 7.77 7.40 – – – w.e.f. October 1, 2017) 0.26 (b) Mr. Subramanian Sarma – (c) Other Non-Executive Directors Total 70.53 ^ Post-employment benefits include gratuity R 55.04 crore *Appointed w.e.f. July 1, 2017. **Represents fair value of employee stock options granted during 2016-17 to be vested over a period of time – – 16.66 32.21 ^^ Represents encashment of past service accumulated leave # Represents pension 16.33 4.22 81.90 0.40 – 19.78 16.99 4.22 172.21 15.39 4.71 84.51 15.39 4.71 59.10 192.48 – – – – (d) Amount due to/from related parties (including commitments): Sr. No. Category of balance/relationship/major parties (i) Accounts receivable Joint ventures, including: L&T Deccan Tollways Limited L&T-MHPS Boilers Private Limited Krishnagiri Walajahpet Tollway Limited L&T Infrastructure Development Projects Limited L&T Samakhiali Gandhidham Tollway Limited Associate L&T-Chiyoda Limited Total (ii) Accounts payable including other payable Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including Magtorq Private Limited L&T- Chiyoda Limited Total 424 As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties v crore 289.80 417.95 33.22 78.87 42.68 40.70 38.19 0.15 – 417.95 0.15 289.95 1148.30 1931.46 19.07 276.49 700.47 3.79 15.45 14.91 1167.37 1946.37 125.63 65.64 44.68 78.42 43.30 – 1171.96 611.61 2.65 11.40 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Category of balance/relationship/major parties (iii) Investment in Debt Securities Joint ventures: As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties v crore 987.58 264.42 L&T Special Steels and Heavy Forgings Private Limited Kudgi Transmission Limited L&T Infrastructure Development Projects Limited 217.73 509.49 260.36 Total (iv) Loans & advances recoverable Joint ventures, including: 987.58 264.42 1819.92 1862.64 L&T Special Steels and Heavy Forgings Private Limited L&T Sapura Shipping Private Limited L&T-MHPS Turbine Generators Private Limited 1400.00 191.60 113.75 Associates, including: L&T Camp Facilities LLC L&T- Chiyoda Limited Total (v) Advances received in the capacity of supplier of goods/services classified as “advances from customers” in the Balance Sheet Joint ventures, including: L&T-MHPS Boilers Private Limited Total (vi) Due to directors #: (Key management personnel) Mr. A. M. Naik Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J. D. Patil Total (vii) Post-employment benefit plan (a) (i) Trust managed provident fund Amount due to: Larsen & Toubro Officers & Supervisory Staff Provident Fund Total 24.40 27.24 18.54 6.26 1844.32 1889.88 23.21 23.21 55.82 17.00 17.00 50.14 17.00 9.77 11.58 7.39 5.32 5.19 4.50 2.28 50.14 55.82 10.11 10.11 9.47 10.63 10.63 – – 264.42 1185.56 215.18 210.22 18.97 7.87 21.54 18.24 11.29 7.41 5.84 4.93 4.32 – 10.07 425 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Category of balance/relationship/major parties (b) (i) Approved gratuity fund Amount due to: Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total (c) (i) Superannuation fund Amount due to Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total (viii) Capital commitment given Joint ventures: L&T Special Steels and Heavy Forgings Private Limited Total (ix) Revenue commitment given Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: L&T- Chiyoda Limited Total (x) Revenue commitment received Joint ventures, including: L&T Deccan Tollways Limited L&T Infrastructure Development Projects Limited Krishnagiri Walajahpet Tollway Limited L&T Samakhiali Gandhidham Tollway Limited L&T BPP Tollway Limited Total (xi) Provision for doubtful debts on outstanding balances in respect of Joint ventures, including: L&T-MHPS Boilers Private Limited PNG Tollway Limited Total v crore As at 31-3-2018 As at 31-3-2017 Amount Amounts for major parties Amount Amounts for major parties 45.05 61.75 36.31 8.75 6.74 0.13 45.05 6.74 6.74 0.13 0.13 61.75 7.79 7.79 – – 1237.64 3403.94 667.58 394.67 111.24 15.24 13.70 13.63 13.08 20.43 21.84 25.08 24.73 3428.67 138.67 138.67 32.03 32.03 115.07 1352.71 76.10 76.10 52.73 52.73 50.05 11.70 7.79 – 2232.20 1086.15 21.80 25.95 60.00 – 12.80 26.27 1.24 25.10 “Major parties” denote entities account for 10% or more of the aggregate for that category of transaction during respective period. # includes commission due to non-executive directors R 4.11 crore (as at 31-3-2017: R 3.79 crore) Note: 1. All related party contracts / arrangements have been entered on arms’ length basis. 2. The amount of outstanding balances as shown above are unsecured and will be settled/recovered in cash. 426 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [48] Disclosure in respect of Leases pursuant to Ind AS 17 “Leases”: (a) Where the Group is a Lessor: (i) Finance leases: Assets given under leases mainly include power plant where the Group has agreed to manufacture/construct an asset and convey, in substance, a right to the beneficiary to use the asset over a major part of its economic life, for a pre-determined consideration. The gross investment in these leases and the present value of minimum lease payments receivable are as under: Sr. No. 1 2 3 Particulars Receivable not later than 1 year Receivable later than 1 year and not later than 5 years Receivable later than 5 years Gross investment in lease (1+2+3) Less: Unearned finance income Present value of minimum lease payments receivable (ii) Operating leases: v crore Present value of minimum lease payments As at 31-3-2018 307.42 937.55 8128.44 9373.41 As at 31-3-2017 329.66 841.79 8431.59 9603.04 Minimum Lease Payments As at 31-3-2018 1333.70 4814.95 17251.74 23400.39 14026.98 9373.41 As at 31-3-2017 1493.73 5201.07 19641.82 26336.62 16733.58 9603.04 The Group has given certain assets under non-cancellable operating lease, the future minimum lease payments receivable in respect of which are as follows: Sr. No. 1 2 3 Particulars Receivable not later than 1 year Receivable later than 1 year and not later than 5 years Receivable later than 5 years Total (b) Where the Group is a Lessee: (i) Finance leases: As at 31-3-2018 89.75 97.44 10.42 197.61 R crore As at 31-3-2017 79.35 71.09 1.45 151.89 A. Assets acquired on finance lease comprises of motor vehicles and land. There are no exceptional/restrictive covenants in the lease agreements. B. The minimum lease rentals and the present value thereof in respect of assets acquired under finance leases are as follows: Sr. No. 1 2 3 Particulars Payable not later than 1 year Payable later than 1 year and not later than 5 years Payable later than 5 years Total Less: Future Finance Charges Present value of minimum lease payments Minimum Lease Payments As at 31-3-2018 0.20 0.02 0.14 0.36 0.10 0.26 As at 31-3-2017 0.67 0.22 0.13 1.02 0.17 0.85 C. Contingent Rent recognised in the Statement of Profit and Loss: R Nil (previous year: R Nil) v crore Present value of minimum lease payments As at 31-3-2018 0.20 – 0.06 0.26 As at 31-3-2017 0.60 0.19 0.06 0.85 427 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [48] (contd.) ii) Operating leases: a. The Group has taken various commercial premises and plant and equipment under cancellable operating leases. b. [A] The Group has taken certain assets on non-cancellable operating leases, the future minimum lease payments in respect of which are as follows: Sr. No. 1 2 3 Particulars Payable not later than 1 year Payable later than 1 year and not later than 5 years Payable later than 5 years Total As at 31-3-2018 202.78 585.07 131.06 918.91 R crore As at 31-3-2017 193.65 629.95 220.86 1044.46 [B] The lease agreements provide for an option to the Group to renew the lease period at the end of the non- cancellable period. There are no exceptional / restrictive covenants in the lease agreements. c. Lease rental expense in respect of operating leases: R 425.48 crore (previous year: R 453.43 crore) d. Contingent rent recognised in the Statement of Profit and Loss: R Nil (previous year: R Nil) NOTE [49] Basic and Diluted Earnings per share [EPS] computed in accordance with Ind AS 33 “Earning per Share”: Particulars 2017-18 2016-17 Basic EPS Profit after tax as per accounts (R crore) Weighted average number of equity shares outstanding Basic EPS (R) Diluted EPS Profit after tax as per accounts (R crore) Weighted average number of equity shares outstanding Add: Weighted average number of potential equity shares on account of employee stock options Weighted average number of equity shares outstanding for diluted EPS Diluted EPS (R) Face value per share (R) A B A/B A B C D=B+C A/D 7369.86 1,40,06,13,951 52.62 6041.23 1,39,85,23,545 43.20 7369.86 1,40,06,13,951 6041.23 1,39,85,23,545 35,69,417 1,40,41,83,368 52.49 2.00 47,40,600 1,40,32,64,145 43.05 2.00 The following potential equity shares are anti-dilutive and are therefore excluded from the weighted average number of equity shares for the purpose of diluted earnings per share. Particulars 2017-18 2016-17 Weighted average number of potential equity shares on account of conversion of foreign currency convertible bonds 95,20,455 95,20,455 Note: The basic and diluted EPS and number of potential equity shares on account of conversion of foreign currency convertible bonds for the year 2016-17 have been restated pursuant to the issue of bonus equity shares in the ratio of 1:2 (one bonus equity share of R 2 each for every two equity share of R 2 each held). 428 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 12 “Income Taxes” (a) Major components of tax expense/(income): Sr. No. Particulars Consolidated statement of Profit and Loss: (a) Profit and Loss section: (i) Current Income tax : Current income tax expense Effect of previously unrecognised tax losses and tax offsets used during the current year Tax expense in respect of earlier years (ii) Deferred Tax: Tax expense on origination and reversal of temporary differences Effect of previously unrecognised tax losses and tax offsets on which deferred tax benefit is recognised Effect on deferred tax balances due to the change in income tax rate Income tax expense reported in the consolidated statement of profit or loss [(i)+(ii)] (b) Other Comprehensive Income (OCI) Section: (i) Items not to be reclassified to profit or loss in subsequent periods: (A) Current tax expense/(income): On re-measurement of defined benefit plans (B) Deferred tax expense/(income): On re-measurement of defined benefit plans (ii) Items to be reclassified to profit or loss in subsequent periods: (A) Current tax expense/(income): On gain/(loss) on cash flow hedges other than mark to market On foreign currency translation (B) Deferred tax expense/(income): Net gain/(loss) on cost of hedging Reserve On Mark-to-Market (MTM) of cash flow hedges On gain/(loss) on fair value of debt securities On foreign currency translation Income tax expense reported in the other comprehensive income [(i)+(ii)] (c) Retained earnings: Current income tax Deferred tax Income tax expense reported in retained earnings 2017-18 v crore 2016-17 3609.98 (42.62) 164.91 3732.27 (509.37) (13.39) (10.64) (533.40) 3198.87 5.60 5.60 (0.13) (0.13) (30.00) (0.49) (30.49) 0.52 38.38 2.05 – 40.95 15.93 2899.88 (66.21) 0.68 2834.35 (766.30) (61.46) – (827.76) 2006.59 (5.82) (5.82) (0.13) (0.13) (22.79) – (22.79) 1.04 241.38 1.08 (2.29) 241.21 212.47 – – – (135.15) 134.85 (0.30) 429 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [50] (contd.) (b) Reconciliation of Income tax expense and accounting profit multiplied by domestic tax rate applicable in India: Sr. No. (a) (b) (c) (d) Particulars Profit before tax Corporate tax rate as per Income tax Act, 1961 Tax on accounting profit (i) Tax on Income exempt from tax: (A) Dividend income and interest on tax free bonds (B) Other items (ii) Tax on expense not tax deductible: (A) Corporate Social Responsibility (CSR) expenses (B) Expenses in relation to exempt income (C) Tax on employee perquisites borne by the Group (c)=(a)*(b) (iii) Weighted deduction on R&D expenditure and deduction u/s 80 IA (iv) Tax effect on impairment and fair valuation losses recognised on which deferred tax asset (DTA) is not recognised Effect of previously unrecognised tax losses used to reduce tax expense (v) (vi) Tax effect of losses of current year on which no deferred tax benefit is recognised Effect of tax paid on foreign source income which is exempt from tax in India (vii) u/s 10AA (viii) Effect on deferred tax due to change in Income tax rate (ix) Effect of tax benefit on business combination under common control (x) Additional dividend tax on dividend distributed (xi) Tax effect on various other Items Total effect of tax adjustments [(i) to (xi)] Tax expense recognised during the year Effective tax Rate (e) (f) (e)=(c)-(d) (f)=(e)/(a) 2017-18 11639.16 34.608% 4028.08 (937.39) – 45.76 85.15 2.37 (402.85) 257.28 (56.01) 749.94 (258.75) (10.64) (226.15) 34.81 (112.73) (829.21) 3198.87 27.48% v crore 2016-17 8887.36 34.608% 3075.74 (244.63) (1.46) 41.48 20.80 3.38 (377.63) 140.06 (127.67) 289.18 (220.74) – (226.15) (141.96) (223.81) (1069.15) 2006.59 22.58% (c) (i) Unused tax losses and unused tax credits for which no deferred tax asset is recognised in Balance sheet Particulars As at 31-3-2018 v crore Expiry year As at 31-3-2017 v crore Expiry year Tax losses (Business loss and unabsorbed depreciation) - Amount of losses having expiry - Amount of losses having no expiry Tax losses (Capital loss) Unused tax credits [Minimum Alternate Tax (MAT) credit not recognised] Total 2800.85 7176.81 4297.09 230.83 FY 2019-37 FY 2019-26 FY 2028-33 2527.68 7088.54 2645.30 151.16 FY 2018-37 FY 2019-25 FY 2028-32 14505.58 12412.68 (ii) Unrecognised deductible temporary differences for which no deferred tax asset is recognised in Balance Sheet Sr. No. (a) (b) Arising out of upward revaluation of tax base of assets (on account of indexation Towards provision for diminution in value of investments Particulars benefit) Total 430 As at 31-3-2018 1023.29 2335.48 v crore As at 31-3-2017 350.47 2164.85 3358.77 2515.32 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [50] (contd.) (d) Major components of Deferred Tax Liabilities and Deferred Tax Assets: MAT credit utilised Deferred tax liabilities/ (assets) as at 31-3-2017 Charge/ (credit) to Statement of Profit and Loss Charge/(credit) to other comprehensive income Effect due to acquisition/ disposal/ Held for sale (Credit) to Hedge Reserve (other than through OCI) Exchange Difference v crore Deferred tax liabilities/ (assets) as at 31-3-2018 Particulars Deferred tax liabilities: - Difference between book base and tax base of property, plant & equipment, investment property and intangible assets - Disputed statutory liabilities paid and claimed as deduction for tax purposes but not debited to Statement of Profit and Loss - Gain on Derivative Transactions to be offered for tax purposes in the year of transfer/ settlement - Other items giving rise to temporary differences Deferred tax liabilities: Offsetting of deferred tax liabilities with deferred tax (assets) Net Deferred tax liabilities Deferred tax (assets): - Provision for doubtful debts, advances and non-performing assets debited to Statement of Profit and Loss - Unpaid statutory liabilities - Unabsorbed depreciation - Carried forward tax losses - Unutilised MAT credit - Loss on derivative transactions to be claimed for tax purposes in the year of transfer/ settlement - Difference between book base and tax base of property, plant & equipment, investment property and intangible assets - Other items giving rise to temporary differences Deferred tax (assets): 1737.07 (51.98) – (4.77) – – 22.63 17.86 0.97 – – (0.01) 1.25 152.17 (14.06) 125.76 (11.15) 200.88 43.88 2215.88 (33.31) (1604.93) 610.95 (1709.58) (508.91) (238.11) (369.98) (114.93) (660.10) 1.33 36.17 22.72 2.29 (44.00) (2.54) (44.46) 31.09 (159.92) (82.24) – – – – – – – – 90.88 – – – (3341.08) (500.09) 90.88 – – 9.89 0.01 9.90 – – – – – – – – – – – – – – – – – – 1680.32 – 138.11 – 124.50 (1.52) (1.52) 265.88 2208.81 (1570.89) 637.92 – – – – – (2217.52) (236.78) (333.81) (92.22) (565.68) – (20.62) – (13.15) – 25.92 0.22 – 9.90 12.33 5.00 30.92 (0.15) (0.15) 4.32 (223.09) 4.32 (3702.87) 1570.89 (2131.98) Offsetting of deferred tax (assets) with deferred tax liabilities Net Deferred tax (assets) 1604.93 (1736.15) Net deferred tax liability/(assets) (1125.20) (533.40) 90.88 30.19 40.82 (0.15) 2.80 (1494.06) 431 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [51] Disclosures pursuant to Ind AS 103 “Business Combinations”: (a) Acquisition of Syncordis Group (i) On December 15, 2017, the Group has acquired 100% stake in Syncordis S.A, Luxembourg, along-with its fully owned subsidiaries viz. Syncordis France SARL, Syncordis Ltd and Syncordis PSF S.A. operating in the IT & Technology Services segment. Additionally, on December 11, 2017, the Group has acquired 100% stake in Syncordis Software Services India Private Limited, a wholly owned subsidiary of Syncordis S.A., Luxembourg. (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: Assets Non-current assets Customer Relationships Other non-current assets Current assets Trade receivables Cash and bank balances Short term loans Other current assets Total Assets Liabilities Non-current Liabilities Deferred Tax Liabilities Current Liabilities Trade payables Other current liabilities Provisions Total Liabilities Net Assets acquired (iii) Calculation of Goodwill: Syncordis Software Services India Private Limited Syncordis S.A. Luxembourg (Consolidated) v crore 0.37 0.57 0.11 0.04 0.18 – – 0.26 1.09 1.35 0.18 0.18 1.17 31.76 27.65 – 12.68 13.18 45.66 0.36 18.09 1.14 72.09 91.32 6.26 59.20 65.46 25.86 v crore Syncordis Software Services India Private Limited Syncordis S.A. Luxembourg (Consolidated) Purchase consideration: Cash (A) Present Value of contingent consideration payable over future years (B)* Total purchase consideration (C=A+B) Less: Fair value of net assets acquired Goodwill * Gross amount of contingent consideration payable is R 103.38 crore 2.66 – 2.66 1.17 1.49 111.94 87.96 199.90 25.86 174.04 432 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [51] (contd.) (iv) Goodwill is attributable to future growth of business out of synergies from this acquisition and assembled workforce and is not deductible for tax purpose. (v) These entities have reported revenue of R 50.21 crore and profit after tax of R 5.15 crore from the date of acquisition till March 31, 2018. (vi) Trade receivables acquired have been collected during the year. (b) Acquisition of Esencia Group (i) On June 1, 2017, the Group has acquired 100% stake in Esencia Technologies Inc., USA based company, along-with its fully owned subsidiary viz. Esencia Technologies India Private Limited, operating in the IT & Technology Services segment. (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: Assets Non-current assets Trademarks Customer Relationships Other non-current assets Current assets Inventories Trade receivables Cash and bank balances Other current assets Total Assets Liabilities Non-current Liabilities Deferred Tax Liabilities Current Liabilities Trade payables Other current liabilities Total Liabilities Net Assets acquired (iii) Calculation of Goodwill: Purchase consideration: Cash (A) Present Value of contingent consideration payable over future years (B)* Purchase consideration paid (C=A+B) Less: Fair value of net assets acquired Goodwill * Gross amount of contingent consideration payable is R 39.10 crore v crore Esencia Technologies Inc. 6.24 53.62 0.32 1.13 12.95 4.34 6.52 2.75 14.71 60.18 24.94 85.12 22.80 17.46 40.26 44.86 v crore Esencia Technologies Inc. 94.23 20.34 114.57 44.86 69.71 433 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [51] (contd.) (iv) Goodwill is attributable to future growth of business out of synergies from this acquisition and assembled workforce and is not deductible for tax purpose. (v) These entities have reported revenue of R 121.73 crore and profit after tax of R 19.58 crore from the date of acquisition till March 31, 2018 . Had the entities been acquired from April 1, 2017, they would have reported revenue of R 142.80 crore and profit after tax of R 24.30 crore during 2017-18. (vi) Trade receivables acquired have been collected during the year. (c) Acquisition of L&T Electromech LLC (i) On August 16, 2017, the Group has acquired 35% stake in Larsen & Toubro Electromech LLC, operating in the Hydrocarbon Segment in Oman. Pursuant to this, the entity has been classified as subsidiary (earlier classified as Joint Venture) (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: Assets Non-current assets Current assets Inventories Trade receivables Cash and bank balances Other current assets Total Assets Liabilities Current Liabilities Short-term borrowings Trade payables Other current liabilities Provisions Total Liabilities Net Assets acquired (iii) Calculation of Capital Reserve: Fair value of net assets acquired Less: Acquisition date fair value of net assets (accounted as per equity accounting) Capital Reserve 2.93 80.86 24.40 62.83 129.84 76.24 106.85 19.53 v crore 29.31 171.02 200.33 332.46 332.46 (132.13) v crore (132.13) (132.78) 0.65 (iv) The entity has reported revenue of R 285.57 crore and profit after tax of R 18.66 crore from the date of acquisition till March 31, 2018 . Had the entity been acquired from April 1, 2017, it would have reported revenue of R 364.39 crore and profit after tax of R 24.20 crore during 2017-18. (v) Trade receivables acquired have been collected during the year. 434 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] Disclosures pursuant to Ind AS 105 “Non-current Assets Held for Sale and Discontinued Operations”: (a) The Group has following non-current assets/disposal group recognised as held for sale as on March 31, 2018: Assets/Disposal Group Port operation (Marine Infrastructure Developer Private Limited) Non-current Assets (L&T Financial Consultants Limited) Current Assets (L&T Vision Ventures Limited) Reportable Segment Developmental Projects Financial Services Others (b) The Group has following non-current assets/disposal group recognised as held for sale as on March 31, 2017: Assets/Disposal Group Port operation (Marine Infrastructure Developer Private Limited) Reportable Segment Developmental Projects Ready Mix Concrete unit (Larsen & Toubro Readymix & Asphalt Concrete Industries LLC) Infrastructure Non-current assets at Talegaon (L&T Cutting Tools Limited) Non-current Assets (L&T Aviation Services Private Limited) Others Others Non-current Assets (L&T Financial Consultants Limited) Financial Services (c) The proposed sale are expected to be completed within 1 year from the respective reporting dates. (d) The details of assets/ disposal group classified as held for sale and liabilities associated thereto are as under: Group(s) of assets classified as held for sale Particulars Property, Plant and Equipment Other Intangible assets Inventories Trade receivable Cash and cash equivalents Other assets Total Liabilities associated with group(s) of assets classified as held for sale Borrowings Trade payables Provisions Tax liabilities (Net) Other liabilities Total v crore As at 31-3-2018 As at 31-3-2017 1464.24 1589.23 0.58 0.48 2.50 0.18 44.45 1.35 2.29 12.85 0.74 42.91 1512.43 1649.37 – – 0.90 1.38 21.00 19.87 4.32 0.33 1459.69 1461.97 1450.08 1495.60 435 Notes forming part of the Consolidated Financial Statements (contd.) NOTE[53] Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets” (a) Movement in provisions: Sr. No. Particulars 1 Balance as at 1-4-2017 2 3 4 5 6 Additional provision during the year Provision used during the year Unused provision reversed during the period Translation adjustments Effect due to sale of subsidiary during the period Additional provision for unwinding of interest and change in discount rate Balance as at 31-3-2018 (1+2+3+4+5+6+7) 7 8 Product warranties Expected tax liability in respect of indirect taxes 45.57 26.89 (12.49) (13.26) 0.05 209.86 44.09 (34.12) (9.44) – Litigation related obligations Class of provisions Contractual rectification cost- construction contracts 319.42 226.70 (1.00) (212.21) 0.06 9.98 – (0.67) (0.64) – Provision towards constructive obligation 763.23 – – (304.99) v crore Others** Total 62.26 59.93 (38.09) (7.72) – 1410.32 357.61 (86.37) (548.26) 0.11 (1.80) – – – – – (1.80) 0.13 45.09 – 210.39 0.48 9.15 0.35 333.32 – 458.24* 0.01 76.39 0.97 1132.58 * on account of share in loss of a joint venture ** includes liquidated damages/backwork charges adjusted against revenue/manufacturing, construction and operating expenses during the year. (b) Nature of provisions: (i) Product warranties: The Group gives warranties on certain products and services, undertaking to repair or replace the items that fail to perform satisfactorily during the warranty period. Provision made as at March 31, 2018 represents the amount of the expected cost of meeting such obligations of rectification/replacement. The timing of the outflows is expected to be within a period of five years from the date of Balance Sheet. (ii) Expected tax liability in respect of indirect taxes represents mainly the differential sales tax liability on account of non-collection of declaration forms for the period prior to five years. (iii) Provision for litigation related obligations represents liabilities that are expected to materialise in respect of matters in appeal. (iv) Contractual rectification cost represents the estimated cost the Group is likely to incur during defect liability period as per the contract obligations in respect of completed construction contracts accounted under Ind AS 11 “Construction Contracts”. (v) Constructive obligation represents losses absorbed by the group for share of joint venturer/ non-controlling interests in joint ventures/ subsidiaries and own share of losses over and above the investments. (vi) Liquidated damages represent the estimated cost the Group is likely to incur due to delay in delivery of products as per its contract obligations and accrued on the basis of advice from distributors/customers. (c) Disclosure in respect of contingent liabilities is given in Note 32. 436 Notes forming part of the Consolidated Financial Statements (contd.) [NOTE 54] Disclosure pursuant to Ind AS 112 “Disclosure of interest in other entities” (a) Change in the Group’s ownership interest in a subsidiary (without ceding control) (i) On account of divestment of part stake During the year 2017-18, the Group has sold 0.48% stake in Larsen & Toubro Infotech Limited and 0.46% stake in L&T Technology Services Limited. The proceeds on disposal of R 204.53 crore were received in cash. An amount of R 9.48 crore (being the proportionate share of the carrying amount of the net assets of Larsen & Toubro Infotech Limited and L&T Technology Services Limited) has been transferred to non-controlling interests. The difference of R 195.05 crore between the consideration received and the increase in the non-controlling interests has been credited to retained earnings. During the year 2016-17, the Group has sold 10.30% stake in Larsen & Toubro Infotech Limited and 10.23% stake in L&T Technology Services Limited. The proceeds on disposal of R 2069.84 crore were received in cash. An amount of R 360.50 crore (being the proportionate share of the carrying amount of the net assets of Larsen & Toubro Infotech Limited and L&T Technology Services Limited) has been transferred to non-controlling interests. The difference of R 1709.34 crore between the consideration received and the increase in the non-controlling interests has been credited to retained earnings. (ii) On account of dilution During the year 2017-18, the Group’s continuing interest has reduced on account of dilution due to exercise of ESOP by 0.19%, 0.84% and 0.67% in L&T Finance Holdings Limited, in Larsen & Toubro Infotech Limited and in L&T Technology Services Limited respectively. The proceeds on dilution of R 32.26 crore were received in cash. An amount of R 147.18 crore (being the proportionate share of the carrying amount of the net assets of L&T Finance Holdings Limited, in Larsen & Toubro Infotech Limited and in L&T Technology Services Limited) has been transferred to non-controlling interests. The difference of R 114.92 crore between the increase in the non-controlling interests and the consideration received has been debited to retained earnings. Additionally, during the year 2017-18, the Group’s continuing interest has also reduced on account of dilution due to further issue of shares to Qualified Institution Buyer by 2.42% in L&T Finance Holdings Limited after considering the infusion by the Parent Company. The proceeds on dilution of R 1455.79 crore were received in cash (including share warrant money). An amount of R 1377.82 crore (being the proportionate share of the carrying amount of the net assets of L&T Finance Holdings Limited) has been transferred to non-controlling interests. The difference of R 77.97 crore between the consideration received and increase in the non-controlling interests has been credited to retained earnings. During the year 2016-17, the Group’s continuing interest has reduced on account of dilution due to exercise of ESOP by 0.09% and 0.38% in L&T Finance Holdings Limited and in Larsen & Toubro Infotech Limited respectively. The proceeds on dilution of R 11.93 crore were received in cash. An amount of R 21.77 crore (being the proportionate share of the carrying amount of the net assets of L&T Finance Holdings Limited and in Larsen & Toubro Infotech Limited) has been transferred to non-controlling interests. The difference of R 9.84 crore between the increase in the non-controlling interests and the consideration received has been debited to retained earnings. (iii) The effect of divestment with ceding of control in subsidiary during the period is as under: Sr. No. 1 2 3 4 5 Name of company L&T Cutting Tools Limited EWAC Alloys Limited Effect on consolidated profit/(loss) after non- controlling interest 2017-18 136.74 273.40 2016-17 v crore Line item in Statement of Profit & Loss in which the gain/(loss) is recognised – Exceptional Items – Exceptional Items: R 281.01 crore Current tax: R 7.61 crore Larsen & Toubro Readymix and Asphalt Concrete Industries LLC L&T General Insurance Company Limited L&T South City Projects Limited Total 3.16 – Other income – – 413.30 402.43 Exceptional Items 95.81 Revenue from operations 498.24 437 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) (b) Disclosure of subsidiaries having material non-controlling interest: (i) Summarised Statement of Profit and Loss Particulars Revenue Profit/(loss) for the year Other comprehensive income Total comprehensive income Profit/(loss) allocated to non-controlling Interest Dividend to non-controlling Interest L&T Finance Limited 2017-18 4930.71 116.26 (1.43) 114.83 281.64 – 2016-17 4042.46 (37.13) 4.50 (32.63) 196.60 – Particulars L&T Finance Holdings Limited v crore L&T Infrastructure Finance Company Limited 2017-18 2618.19 138.29 (0.09) 138.20 32.45 – 2016-17 2695.39 53.64 (1.17) 52.47 12.10 – v crore Larsen & Toubro Infotech Limited Revenue Profit/(loss) for the year Other comprehensive income Total comprehensive income Profit/(loss) allocated to non-controlling Interest Dividend to non-controlling Interest (ii) Summarised Balance Sheet Particulars Current assets (a) Current liabilities (b) Net current assets (c)=(a) - (b) Non-current assets (d) Non-current liabilities (e) Net non-current assets (f)=(d) - (e) Net assets (g)=(c) + (f) Accumulated Non-Controlling Interest Particulars Current assets (a) Current liabilities (b) Net current assets (c)=(a) - (b) Non-current assets (d) Non-current liabilities (e) Net non-current assets (f)=(d) - (e) Net assets (g)=(c) + (f) Accumulated Non-Controlling Interest 438 2017-18 89.52 266.05 0.62 266.67 41.31 52.16 2016-17 60.82 120.37 (0.14) 120.23 (13.94) 46.75 2017-18 7203.05 1160.12 (99.41) 1060.71 166.99 50.60 2016-17 6329.75 937.56 215.95 1153.51 119.71 21.60 v crore L&T Finance Limited L&T Infrastructure Finance Company Limited As at 31-3-2018 17155.58 14635.78 2519.80 27048.22 21256.22 5792.00 8311.81 1031.65 As at 31-3-2017 16756.64 13500.70 3255.94 19066.50 15535.18 3531.32 6787.26 687.71 As at 31-3-2018 11043.29 6498.93 4544.35 15291.14 16250.27 (959.13) 3585.22 487.14 As at 31-3-2017 9862.51 3640.53 6221.98 15151.81 18199.52 (3047.71) 3174.27 470.24 v crore L&T Finance Holdings Limited Larsen & Toubro Infotech Limited As at 31-3-2018 1251.80 727.61 524.19 7942.77 781.30 7161.47 7685.66 2723.96 As at 31-3-2017 945.90 1230.79 (284.88) 5469.31 1028.15 4441.16 4156.28 1453.64 As at 31-3-2018 3997.88 1285.00 2712.88 1044.07 38.37 1005.70 3718.58 623.93 As at 31-3-2017 3084.98 1206.89 1878.09 1116.24 17.44 1098.80 2976.89 467.97 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) (iii) Summarised Statement of cash flows Particulars Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase/(decrease) in cash and cash equivalents Particulars Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase/(decrease) in cash and cash equivalents L&T Finance Limited 2017-18 (9001.93) 727.32 8328.44 53.84 2016-17 (2479.31) (2508.89) 5085.55 97.35 L&T Finance Holdings Limited v crore L&T Infrastructure Finance Company Limited 2017-18 (1239.24) 495.43 998.05 254.24 2016-17 (315.99) (209.83) 587.03 61.21 v crore Larsen & Toubro Infotech Limited 2017-18 (157.92) (2191.00) 2359.66 10.74 2016-17 (127.82) (56.01) 144.09 (39.75) 2017-18 710.95 (249.52) (407.49) 53.94 2016-17 1047.16 (927.63) (43.70) 75.84 NOTE [55] Disclosures pursuant to Ind AS 112 “Disclosure of interest in other entities” :- Joint Ventures and Associates (a) Summarised Balance Sheet for material joint ventures: Particulars Current assets Cash and cash equivalents Other assets Total current assets Total non-current assets Current liabilities L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited (consolidated) As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 v crore 334.77 209.49 3371.25 2991.04 3706.02 3200.53 0.28 187.79 188.07 0.52 681.31 2931.87 165.32 3908.19 2807.33 165.84 4589.50 5739.20 574.84 622.09 1307.31 1386.16 18335.37 17581.97 (A) (B) Financial liabilities (excluding trade payables) 549.38 419.87 1434.18 1414.31 2249.49 3090.61 Other liabilities (including trade payables) 2533.92 2352.01 92.49 57.34 1196.65 1206.04 Total current liabilities Non-current liabilities (C) 3083.30 2771.88 1526.67 1471.65 3446.14 4296.65 Financial liabilities (excluding trade payables) 11.90 120.86 550.36 703.80 17827.71 16892.13 Other liabilities (including trade payables) – – 16.92 17.64 563.05 624.55 Total non-current liabilities Non-controlling interest (D) (E) 11.90 120.86 567.28 721.44 18390.76 17516.68 – – – – 132.04 151.94 Net assets (A+B-C-D-E) 1185.66 929.88 (598.57) (641.09) 955.93 1355.90 439 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [55] (contd.) (b) Reconciliation of carrying amounts of material joint ventures: Particulars Opening net assets Profit/(loss) for the year v crore L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited (consolidated) As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 As at 31-3-2018 As at 31-3-2017 929.88 731.16 (641.09) (384.69) 1355.90 1626.46 241.47 221.28 (270.30) (254.65) (404.05) (506.40) Adjustment in opening retained earnings due to – – – – – 223.03 stake dilution Other comprehensive income Infusion during the year Equity component of other financial instruments Other adjustments Closing net assets Group’s share in % Group’s share Goodwill Parent’s investment in group companies Regrouped to provisions Other adjustments Carrying amount 14.31 (22.51) 1.21 (1.75) (0.79) (0.08) – – – – 311.61 (0.05) – – – – – – – – – – 4.87 12.89 1185.66 929.88 (598.57) (641.09) 955.93 1355.90 51.00% 51.00% 74.00% 74.00% 97.45% 97.45% 604.69 474.24 (442.94) (474.41) 931.55 1321.32 – – – – – – – – – – – – 393.87 393.87 33.30 33.30 458.24 494.77 – – (15.30) (20.36) (47.79) 16.24 604.69 474.24 – – 1310.93 1764.73 (c) Summarised Statement of Profit and Loss of material joint ventures: Particulars Revenue Interest Income v crore L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited (consolidated) 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2966.52 2490.66 127.87 129.96 2457.88 2600.07 19.22 27.57 0.16 0.12 9.79 0.55 Depreciation and amortisation (58.63) (55.82) (49.28) (51.10) (440.78) (356.59) Interest expense Income tax expense (21.25) (28.71) (179.22) (171.58) (1608.02) (1330.80) (126.70) (110.85) – – (83.97) 55.44 Profit/(loss) from continuing operations 241.47 221.28 (270.30) (254.65) (404.05) (506.40) Profit/(loss) for the year Other comprehensive income Total comprehensive income 241.47 221.28 (270.30) (254.65) (404.05) (506.40) 14.31 (22.51) 1.21 (1.75) (0.79) (0.08) 255.78 198.77 (269.09) (256.40) (404.84) (506.48) 440 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [55] (contd.) (d) Financial Information in respect of individually not material joint ventures/associates Particulars Aggregate carrying amount of investment in individually immaterial joint venture/associates Aggregate amounts of the Group’s share of: Profit/(loss) for the year Other comprehensive income for the year Total comprehensive income for the year (e) Carrying amount of investments in joint ventures/associates Particulars Non-material associates Non-material joint ventures Sub-total Material joint ventures Total (f) Share in profit/(loss) of joint ventures/associates (net) Particulars Non-material associates Non-material joint ventures Sub-total Material joint ventures Total (g) Commitments and contingent liabilities in respect of associates and joint ventures/associates Particulars Commitments-joint ventures Commitments to provide funding for joint venture’s capital commitments, if called Contingent Liabilities-associates Share of contingent liabilities incurred jointly with other investors of the associate Contingent Liabilities-joint ventures: Share of joint ventures’ contingent liabilities in respect of a legal claim lodged against the entity NOTE [56] Disclosure pursuant to Ind AS 107 “Financial Instruments: Disclosures”: Market risk management (a) Foreign exchange rate and interest rate risk: As at 31-3-2018 571.98 v crore As at 31-3-2017 533.93 77.20 11.65 88.85 23.40 (6.63) 16.77 As at 31-3-2018 77.10 494.87 571.97 1915.62 2487.59 2017-18 18.67 58.53 77.20 (513.06) (435.86) v crore As at 31-3-2017 104.00 429.93 533.93 2238.97 2772.90 v crore 2016-17 11.34 12.06 23.40 (418.67) (395.27) As at 31-3-2018 v crore As at 31-3-2017 116.85 3470.55 24.49 24.49 694.16 175.35 The Group regularly reviews its foreign exchange forward and option positions and interest rate swaps, both on a standalone basis and in conjunction with its underlying foreign currency and interest rate related exposures. The Group follows cash flow hedge accounting for Highly Probable Forecasted Exposures (HPFE) hence the movement in mark to market (MTM) of the hedge contracts undertaken for such exposures is likely to be offset by contra movements in the underlying exposures values. However, till the point of time the HPFE becomes an on balance sheet exposure, the changes in MTM of the hedge contracts will impact the Balance Sheet of the Group. Further, given the effective horizons of the Group’s risk management activities which coincide with the durations of the projects under execution and could extend across 3-4 years and the business uncertainties associated with the timing and estimation of the project exposures, the recognition of the gains and losses related to these instruments may not 441 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [56] (contd.) always coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may affect the Group’s financial condition and operating results. Hence, the Group monitors the potential risk arising out of the market factors like exchange rates, interest rates, price of traded investment products etc. on a regular basis. For on balance sheet exposures, the Group monitors the risks on net unhedged exposures. (i) Foreign exchange rate risk: In general, the Group is a net receiver of foreign currency. Accordingly, changes in exchange rates, and in particular a strengthening of the Indian Rupee, will negatively affect the Group’s net sales and gross margins as expressed in Indian Rupee. There is a risk that the Group may have to adjust local currency product pricing due to competitive pressures when there have been significant volatility in foreign currency exchange rates. The Group may enter into foreign currency forward and option 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. In addition, the Group has entered, and may enter in the future, into non-designated foreign currency contracts to partially offset the foreign currency exchange gains and losses on its foreign denominated debt issuances. The Group’s practice is to hedge a portion of its material net foreign exchange exposures with tenors in line with the project/business life cycle. However, the Group may choose not to hedge certain foreign exchange exposures for a variety of reasons. The net exposure to foreign currency risk (based on notional amount) in respect of recognised financial assets and recognised financial liabilities and derivatives is as follows: v crore As at 31-3-2018 As at 31-3-2017 US Dollar including pegged currencies (3580.37) EURO Malaysian Ringgit Canadian Dollar Japanese Yen Kuwaiti Dinar (243.74) 66.84 50.96 (179.21) 78.01 US Dollar including pegged currencies (4789.18) EURO Malaysian Ringgit Canadian Dollar Japanese Yen Kuwaiti Dinar (614.86) 206.76 229.37 (383.61) 394.69 7260.23 (2192.00) 49.17 – 659.25 1273.26 8189.99 (2720.75) 262.73 9.09 592.60 583.17 (1705.20) (239.02) – – – – 98.55 (255.27) – – – – Particulars Net exposure to foreign currency risk in respect of recognised financial assets/(recognised financial liabilities) Derivatives including embedded derivatives for hedging receivable/(payable) exposures with respect to firm commitments and forecast transactions Receivable/(payable) exposures with respect to forward contract and embedded derivative not designated as cash flow hedge 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 financial assets and liabilities, 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. Because the Group uses foreign currency instruments for hedging purposes, the loss in fair value incurred on those instruments are generally offset by increase in the fair value of the underlying exposures for on-Balance Sheet exposures. The overnight VAR for the Group at 95% confidence level is R 64.58 crore as at March 31, 2018 and R 75.07 crore as at March 31, 2017. Actual future gains and losses associated with the Group’s investment portfolio and derivative positions may differ materially from the sensitivity analysis performed as at March 31, 2018 due to the inherent limitations associated with predicting the timing and amount of changes in foreign currency exchange rates and the Group’s actual exposures and position. 442 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [56] (contd.) (ii) Interest rate risk: The Group’s exposure to changes in interest rates relates primarily to the Group’s outstanding floating rate debt and lending. The Group’s outstanding debt in local currency is a combination of fixed rate and floating rate. For the portion of local currency debt on fixed rate basis, there is no interest rate risk. For the portion of local currency debt on floating rate basis, there is a natural hedge with receivables in respect of financial services business. There is a portion of debt that is linked to international interest rate benchmarks like LIBOR. The Group also hedges a portion of these risks by way of derivatives instruments like interest rate swaps and currency swaps. The exposure of the Group’s borrowing to interest rate changes at the end of the reporting period are as follows: Floating rate borrowings Particulars v crore As at 31-3-2018 As at 31-3-2017 45476.71 37973.83 A hypothetical 50 basis point shift in respective currency LIBOR on the unhedged loans would result in a corresponding increase/decrease in interest cost for the Group on a yearly basis, as follows: Particulars Indian Rupee Interest rates -increase by 0.50% in INR interest rate* Interest rates -decrease by 0.50% in INR interest rate* US Dollar Interest rates -increase by 0.50% in USD interest rate* Interest rates -decrease by 0.50% in USD interest rate* * Holding all other variables constant (b) Liquidity risk management: Impact on profit and loss after tax - Increase/(decrease) 2017-18 2016-17 v crore Impact on equity - Increase/(decrease) As at 31-3-2018 As at 31-3-2017 (25.77) 25.77 (20.91) 20.91 (5.30) 5.30 (20.44) 20.44 (25.77) 25.77 (20.91) 20.91 (5.30) 5.30 (20.44) 20.44 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. Given the need to fund diverse businesses, the Group maintains flexibility in funding by maintaining availability under committed credit lines to meet obligations when due. Management regularly monitors the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity profiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the liquidity position. The Group’s investment policy and strategy are focused on preservation of capital and supporting the Group’s liquidity requirements. The Group uses a combination of internal and external management to execute its investment strategy and achieve its investment objectives. The Group typically invests in money market funds, large debt funds, Government of India securities, equity and equity marketable securities and other highly rated securities under a limits framework which governs the credit exposure to any one issuer as defined in its investment policy. The policy requires investments generally to be investment grade, with the primary objective of minimising the potential risk of principal loss. To provide a meaningful assessment of the price risk associated with the Group’s investment portfolio, the Group performed a sensitivity analysis to determine the impact of change in prices of the securities that would have on the value of the investment portfolio assuming a 0.50% movement in debt funds and debt securities and a 5% movement in the NAV of the equity and equity marketable securities. Based on the investment position a hypothetical 0.50% change in the fair market value of debt securities would result in a value change of +/- R 24.17 crore as at March 31, 2018 and +/- R 33.07 crore as at March 31, 2017. A 5% change in the equity funds NAV would result in a value change of +/- R 17.19 crore as at March 31, 2018 and +/- R 19.39 crore as at March 31, 2017 respectively. The investments in money market funds are for the purpose of liquidity management only and are held only overnight and hence not subject to any material price risk. (c) Credit risk management: (i) Financial service business: Financial services business has a risk management framework that monitors and ensures that the business lines operate within the defined risk appetite and risk tolerance levels as defined by the senior management. Risk Management function is closely 443 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [56] (contd.) involved in management and control of credit risk, portfolio monitoring, market risks including liquidity risk and operational risks. The credit risk function independently evaluates proposals based on well-established sector specific internal frameworks, in order to identify, mitigate and allocate risks as well as to enable risk-based pricing of assets. Regulatory and process risks are identified, mitigated and managed by a separate Group. Risk management policies are made under the guidance of Risk Management Committee and are approved by Board of Directors.” (ii) Other than financial service business: The Group’s customer profile include public sector enterprises, state owned companies and large private corporates. Accordingly, the Group’s customer credit risk is low. The Group’s average project execution cycle is around 24 to 36 months. General payment terms include mobilisation advance, monthly progress payments with a credit period ranging from 45 to 90 days and certain retention money to be released at the end of the project. In some cases retentions are substituted with bank/ corporate guarantees. The Group has a detailed review mechanism of overdue customer receivables at various levels within organisation to ensure proper attention and focus for realization. (iii) Reconciliation of loss allowance provision for financial services business -Loans: Particulars Loss allowance as on 1-4-2016 Provision on new financial assets Transferred to and from 12-month ECL to life time ECL v crore Loss allowance measured at 12-month ECL 260.00 151.89 76.18 Loss allowance measured at life time ECL Financial assets for which credit risk has increased significantly and credit not impaired 456.38 5.14 (112.09) Financial assets for which credit risk has increased significantly and credit impaired 651.18 27.08 35.91 Higher/(lower) provision on existing (145.03) financial assets Loss allowance as on 31-3-2017 Provision on new financial assets Transferred to and from 12-month ECL to life time ECL Higher/(lower) provision on existing financial assets Loss allowance as on 31-3-2018 343.04 53.47 (11.53) 44.28 429.26 161.78 511.21 124.60 11.53 (97.35) 549.98 920.45 1634.62 648.32 – 177.24 2460.18 (iv) Reconciliation of allowance for doubtful debts on trade receivables (other than financial services business): Opening balance Changes in loss allowance (Provision for doubtful debts): Particulars Loss allowance based on ECL Additional provision Write off as bad debts Closing balance [reported under Note 13] (v) Amounts written off: Amount of financial assets written off during the period but still enforceable Particulars 444 2017-18 2465.16 v crore 2016-17 1961.09 41.80 766.51 262.90 378.78 (373.69) (137.61) 2899.78 2465.16 2017-18 502.61 v crore 2016-17 4.59 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] Other disclosure pursuant to Ind AS 107 “Financial Instruments: Disclosures”: (a) Category-wise classification for applicable financial assets: Sr. No. Particulars I. Measured at fair value through Profit or Loss (FVTPL): Investment in equity instruments Investment in preference shares Investment in mutual funds and units of fund Investment in debentures and bonds (i) (ii) (iii) (iv) (v) Derivative instruments not designated as cash flow hedges (vi) Embedded derivatives not designated as cash flow hedges (vii) Investment in security receipts Sub-total (I) II. Measured at amortised cost: Investment in debentures and bonds (i) Loans (ii) (iii) Trade receivables (iv) Advances recoverable in cash (v) Cash and bank balances (vi) Other receivables Sub-total (II) III. Measured at fair value through Other Comprehensive Income (FVTOCI): Investment in government securities, debentures and bonds (i) (ii) Loans (iii) Derivative instruments designated as cash flow hedges (iv) Embedded derivative designated as cash flow hedges Sub-total (III) Total (I+II+III) (b) Category-wise classification for applicable financial liabilities: Sr. No. Particulars I. Measured at Fair value through Profit or Loss (FVTPL): (i) Derivative instruments not designated as cash flow hedges (ii) Embedded derivatives not designated as cash flow hedges Sub-total (I) II. Measured at amortised cost: (i) Borrowings (ii) Trade payables (iii) Others Sub-total (II) III. Derivative instruments (including embedded derivatives) through Other Comprehensive Income: (i) Derivative instruments designated as cash flow hedges (ii) Embedded derivatives designated as cash flow hedges Sub-total (III) Financial guarantee contracts Total (I+II+III+IV) IV. As at 31-3-2018 v crore As at 31-3-2017 842.10 283.28 4514.30 1253.04 17.12 47.60 1016.88 7974.32 81409.71 429.83 34654.08 3428.45 8352.84 121.53 128396.44 4484.29 9208.41 865.18 8.72 14566.60 150937.36 799.20 70.88 10356.77 1133.33 65.88 204.77 505.27 13136.10 62831.98 431.14 28688.97 2109.23 5531.21 180.87 99773.40 3683.53 11203.09 1359.82 3.21 16249.65 129159.15 As at 31-3-2018 v crore As at 31-3-2017 21.44 47.11 68.55 22.73 133.20 155.93 107524.08 37794.96 4798.61 150117.65 93953.95 30294.86 4252.63 128501.44 170.18 164.12 334.30 1.48 150521.98 559.99 83.98 643.97 2.20 129303.54 445 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (c) Items of income, expenses, gains or losses related to financial instruments: Sr. No. Particulars I. Net gains/(losses) on financial assets and financial liabilities measured at fair value through Profit or Loss and amortised cost: A. (i) Financial asset or financial liabilities mandatorily measured at fair value through profit and loss: v crore 2017-18 2016-17 1. Gains/(losses) on fair valuation or sale of Investments (2160.12) (71.70) 2. Gains/(losses) on fair valuation/settlement of derivatives: (a) Gains/(losses) on fair valuation or settlement of forward contracts not designated as 59.41 77.33 cash flow hedges (b) Gains/(losses) on fair valuation or settlement of embedded derivative contracts not 28.22 (36.27) designated as cash flow hedges (c) Gains/(losses) on fair valuation or settlement of futures not designated as cash flow (125.74) (56.89) hedges Sub-total (A) B. Financial assets measured at amortised cost: (2198.23) (87.53) (i) Exchange gains/(losses) on revaluation or settlement of items denominated in foreign 220.53 (299.68) currency (trade receivables, loans given etc.) (ii) (Allowance)/reversal for expected credit loss during the year (iii) Provision for doubtful debts (other than ECL)[net] (iv) Gains/(losses) on derecognition: (a) Bad debts written off [net] (b) Gains/(losses) on transfer of financial assets (non-recourse) Sub-total (B) C. Financial liabilities measured at amortised cost: (946.71) (1333.76) (776.89) (356.46) (557.29) (88.11) (477.26) (339.01) (2537.62) (2417.02) (i) Exchange gains/(losses) on revaluation or settlement of items denominated in foreign currency (trade payables, borrowings availed etc.) (172.42) 276.69 (ii) Unclaimed credit balances written back Sub-total (C) Total [I] = (A+B+C) 128.76 132.89 (43.66) 409.58 (4779.51) (2094.97) 446 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) Sr. No. Particulars v crore 2017-18 2016-17 II. Net gains/(losses) on financial assets and financial liabilities measured at fair value through Other Comprehensive Income: A. Gains recognised in Other Comprehensive Income: (i) Financial assets measured at fair value through Other Comprehensive Income: (a) Gains/(losses) on fair valuation or sale of government securities, bonds, debentures etc. (51.18) 105.14 (ii) Derivative measured at fair value through Other Comprehensive Income: (b) Gains/(losses) on fair valuation or settlement of forward contracts designated as cash 640.56 349.57 flow hedges (c) Gains/(losses) on fair valuation or settlement of embedded derivative contracts (82.38) (90.05) designated as cash flow hedges Sub-total (A) Less: 507.00 364.66 B. Gains reclassified to Profit and Loss from Other Comprehensive Income (i) Financial assets measured at fair value through Other Comprehensive Income: 1. On government securities, bonds, debentures etc. upon sale (5.70) 110.46 (ii) Derivative measured at fair value through Other Comprehensive Income: 2. 3. On forward contracts upon hedged future cash flows affecting the Profit and Loss or related assets or liabilities On embedded derivative contracts upon hedged future cash flows affecting the Profit and Loss or related assets or liabilities Sub-total (B) Net gains recognised in Other Comprehensive Income [II]=[(A)-(B)] C. (i) Allowance/(reversal) for ECL recognised during the year in the Statement of Profit and Loss Total [II] = (A-B+C) III. Interest and Other income/(expense): A. Dividend Income: Dividend income from investments measured at FVTPL Sub-total (A) B. Interest Income: (i) Financial assets measured at amortised cost (ii) Financial assets measured at fair value through Other Comprehensive Income (iii) Financial assets measured at fair value through Profit or Loss Sub-total (B) C. Interest expense: (i) Financial liabilities measured at amortised cost (ii) Derivative instruments (including embedded derivatives) that are measured at fair value through Other Comprehensive Income (reclassified to Profit and Loss during the year) (iii) Financial liabilities measured at fair value through Profit or Loss Sub-total (C) Total [III] = (A+B+C) 434.30 (40.70) (150.25) (37.64) 278.35 228.65 (35.23) 193.42 32.12 332.54 (50.45) 282.09 2748.08 2748.08 748.63 748.63 10049.39 8651.44 981.94 8.20 834.75 118.15 11039.53 9604.34 (6969.13) (6112.21) (266.60) (401.21) (15.48) 8.04 (7251.21) (6505.38) 6536.40 3847.59 447 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (d) Fair value of financial assets and financial liabilities measured at amortised cost: Particulars Note Financial assets (financial services business): As at 31-3-2018 As at 31-3-2017 Carrying amount Fair value Carrying amount Fair value v crore Loans Debentures and Bonds Total Financial liabilities: Borrowings Total 7,8,16,17 63382.87 63124.23 45576.25 45692.68 6,12 429.83 433.95 431.14 431.14 63812.70 63558.18 46007.39 46123.82 22,26,27 44982.93 46046.29 37192.96 38131.76 44982.93 46046.29 37192.96 38131.76 Note: The carrying amounts of trade and other receivables, cash and cash equivalents, trade and other payables are considered to be the same as their fair values due to their short term nature. The carrying amounts of loans given and borrowings taken for short term or at floating rate of interest are considered to be close to the fair value. Accordingly these items have not been included in the above table. (e) Disclosure pursuant to Ind AS 113 “Fair Value Measurement” - Fair value hierarchy of financial assets and financial liabilities measured at amortised cost: v crore As at 31-3-2018 Level 1 Level 2 Level 3 Total Valuation technique for level 3 items Financial assets (financial services business): Loans Debentures and Bonds Total Financial Liabilities: Borrowings Total 8995.06 35298.14 18831.03 63124.23 Discounted cash flow – 84.94 349.01 433.95 Discounted cash flow 8995.06 35383.08 19180.04 63558.18 811.49 11945.77 33289.03 46046.29 Discounted cash flow 811.49 11945.77 33289.03 46046.29 As at 31-3-2017 Level 1 Level 2 Level 3 Total Valuation technique for level 3 items v crore Financial assets (financial services business): Loans Debentures and Bonds Total Financial Liabilities: Borrowings Total 8872.64 21467.35 15352.69 45692.68 Discounted cash flow – 86.26 344.88 431.14 Discounted cash flow 8872.64 21553.61 15697.57 46123.82 817.04 13927.57 23387.15 38131.76 Discounted cash flow 817.04 13927.57 23387.15 38131.76 Valuation technique Level 2: Future cash flows discounted using G-sec/LIBOR rates plus corporate spread. 448 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (f) Fair value hierarchy of financial assets and financial liabilities at fair value: Particulars Note As at 31-3-2018 As at 31-3-2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total v crore Financial assets: Financial assets at FVTPL: (i) Equity shares (ii) Preference shares (iii) Mutual fund (iv) Debt instruments viz. government securities, bonds and debentures 6, 12 6, 12 6, 12 6, 7, 12 (v) Derivative instruments not designated as cash 9,18 flow hedges (vi) Embedded derivative instruments not designated as cash flow hedges (vii) Other investments Financial assets at FVTOCI (i) Debt instruments viz. government securities, bonds and debentures (ii) Loans (financial services business) 9,18 6, 7, 12 8,17 (iii) Derivative financial instruments designated as 9,18 cash flow hedges (iv) Embedded derivative financial instruments 9,18 designated as cash flow hedges Total Financial Liabilities: Financial liabilities at FVTPL: (i) Designated at FVTPL: 101.31 – – 217.73 740.79 65.55 842.10 283.28 48.00 – – 4385.66 10244.89 – – – 751.20 799.20 70.88 70.88 – 10244.89 828.60 1253.06 202.33 35.65 895.35 1133.33 – – 17.12 – 65.88 – 65.88 47.60 – 204.77 – 204.77 – – 17.12 47.60 4385.66 424.46 – – – 116.47 1029.03 1145.50 – – 617.13 617.13 2849.72 2.10 1632.47 4484.29 1772.82 562.22 1348.50 3683.55 – – – – 9208.41 9208.41 865.18 8.72 – – 865.18 8.72 – – – – 11203.09 11203.09 1359.82 – 1359.82 3.21 – 3.21 7761.15 1274.92 13504.85 22540.92 12268.04 2231.55 14886.15 29385.75 (a) Derivative instruments not designated as 23,29 cash flow hedges (b) Embedded derivative instruments not designated as cash flow hedges (ii) Designated at FVTOCI: (a) Derivative financial instruments designated as cash flow hedges 23,29 23,29 (b) Embedded derivative financial instruments 23,29 designated as cash flow hedges Total – – – – – 21.44 47.11 170.19 164.12 402.86 – – – – – 21.44 – 22.73 – 22.73 47.11 – 133.20 – 133.20 170.19 – 559.99 – 559.99 164.12 – 83.98 – 83.98 402.86 – 799.90 – 799.90 Valuation technique and key inputs used to determine fair value: A. B. Level 1: Mutual funds, bonds, debentures and government securities - quoted price in the active market Level 2: (a) Derivative Instruments – Present value technique using forward exchange rates at the end of reporting period. (b) Preference share – Future cash flows are discounted using G-sec rates as at reporting date. 449 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (g) Movement of items measured using unobservable inputs (Level 3): Particulars Equity shares Preference shares Debt instruments Loans Other Investments v crore Total Balance as at 1-4-2016 Addition during the year Disposal during the year Gains/(losses) recognised in Profit or Loss Balance as at 31-3-2017 Addition during the year Disposal during the year Gains/(losses) recognised in Profit or Loss Balance as at 31-3-2018 498.63 253.52 – (0.95) 751.20 143.66 (163.17) 9.10 740.79 157.62 6.02 (62.50) (30.26) 70.88 – – 858.17 5372.28 1295.46 11203.09 229.30 411.19 7116.00 13169.28 (14.84) (5372.28) (7.74) (5457.36) 105.06 2243.85 1714.92 – (15.62) 58.23 11203.09 6962.71 617.13 438.36 14886.15 9259.65 (1474.61) (8957.39) (9.61) (10604.78) (5.33) 65.55 (23.09) 2461.07 – (16.85) (36.17) 9208.41 1029.03 13504.85 (h) Sensitivity disclosure for level 3 fair value measurements: Fair value as at Particulars As at 31-03-2018 As at 31-03-2017 Significant unobservable inputs v crore 655.47 674.21 Book value 64.27 55.94 1. Lease realisation: Net realization per month R 30 per sq/ft. 2. Capitalisation rate 12%” 21.05 65.55 21.05 Cost 70.88 Book value 2461.07 2243.85 Expected yield Equity shares Preference shares Debt instruments Loans 9208.41 11203.09 Market interest rates Other Investments 1029.03 617.13 Net Assets Value (NAV) 450 Sensitivity 2018: Increase/decrease of 5% in the book value would result in impact on profit or loss by R 24.48 crore 2017: Increase/decrease in the book value by 5% would result in impact on profit or loss by R 24.95 crore 2018: 1% change in net realization would result in +/- R 0.38 crore (post tax- R 0.25 crore) 25 bps change in capitalization rate would result in +/- R 0.78 crore (post tax- R 0.51 crore) 2017: 1% change in net realization would result in +/- R 0.31 crore (post tax- R 0.20 crore) 25 bps change in capitalization rate would result in +/- R 0.64 crore (post tax- R 0.42 crore) Sensitivity is insignificant 2018: Increase/decrease in the book value by 5% would result in impact on profit or loss by R 3.07 crore 2017: Increase/decrease in the book value by 5% would result in impact on profit or loss by R 3.27 crore 2018: Increase/(decrease) in expected yield by 0.25% would result in impact on fair valuation by R 43.65 crore and (R 43.63 crore) respectively 2017: Increase/(decrease) in expected yield by 0.25% would result in impact on fair valuation by R 36.20 crore and (R 36.13 crore) respectively 2018: Increase/(decrease) in market interest rates by 0.25% would result in impact on fair valuation by (R 24.24 crore) and R 24.73 crore respectively 2017: Increase/(decrease) in market interest rates by 0.25% would result in impact on fair valuation by (R 31.31 crore) and R 32.09 crore respectively 2018: Increase/decrease in the NAV by 5% would result in impact on profit or loss R 33.65 crore 2017: Increase/decrease in the NAV by 5% would result in impact on profit or loss R 20.18 crore Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (i) Maturity profile of financial liabilities based on undiscounted cash flows: Particulars A. Non-derivative liabilities: Borrowings Trade payables Other financial liabilities Total B. Derivative liabilities: Forward contracts Embedded derivatives Total Note As at 31-3-2018 As at 31-3-2017 Within twelve month After twelve month Total Within twelve month After twelve month v crore Total  22,26,27 36008.78 87432.40 123441.18 27643.99 79975.57 107619.56  28  23,29  23,29  23,29 37030.83 764.44 37795.27 28846.78 1450.36 30297.14 3142.21 1730.27 4872.48 4368.85 194.69 4563.54 76181.82 89927.11 166108.93 60859.62 81620.62 142480.24 176.76 136.50 313.26 21.99 89.29 111.28 198.75 225.79 424.54 545.71 193.81 739.52 47.72 36.44 84.16 593.43 230.25 823.68 (j) Details of outstanding hedge instruments for which hedge accounting is followed: (i) Outstanding currency exchange rate hedge instruments: (A) Forward covers taken to hedge exchange rate risk and accounted as cash flow hedge: Particulars (a) Receivable hedges US Dollar EURO Malaysian Ringgit Omani Riyal Arab Emirates Dirham Canadian Dollar British Pound Japanese Yen Kuwaiti Dinar Qatari Riyal Australian Dollar South African Rand Danish Krone Norwegian Krone Thai Baht Swedish Krona Nominal amount (v crore) As at 31-3-2018 Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) As at 31-3-2017 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 15955.20 69.64 10243.19 5712.01 13970.76 70.07 8620.33 5350.43 1823.48 138.38 301.94 1414.98 56.96 68.97 923.19 85.20 17.07 179.55 18.11 56.96 97.34 0.65 1210.15 613.33 1439.43 138.38 301.94 – – 331.20 83.83 14.86 916.91 522.52 331.20 – 324.75 172.04 309.74 15.01 1411.17 3.81 1229.22 17.59 1029.47 199.75 56.96 68.97 – – 34.97 70.50 52.43 90.97 34.97 70.50 – – 889.42 33.77 845.50 0.66 467.82 377.68 2039.77 222.73 1698.31 341.46 1424.98 224.64 1401.83 23.15 1476.18 25.90 102.69 9.87 16.91 1.43 27.03 18.55 56.32 5.40 12.34 9.39 2.12 9.32 1253.61 222.57 1184.17 15.58 1061.92 122.25 25.90 102.69 9.87 16.91 1.43 27.03 – – – – – – 40.62 139.95 50.78 5.13 40.62 79.93 – 60.02 – – – – – – – – – – – – – – – – 451 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) Particulars (b) Payable hedges US Dollar EURO Arab Emirates Dirham British Pound Japanese Yen Kuwaiti Dinar Swiss Franc Chinese Yuan Swedish Krona Norwegian Krone Nominal amount (v crore) As at 31-3-2018 Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) As at 31-3-2017 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 13132.22 67.43 7440.61 5691.61 9966.62 63.31 8641.16 1325.46 4954.52 80.88 4884.77 69.75 4103.84 73.31 3957.06 146.78 0.75 75.61 337.91 760.92 417.42 26.03 16.56 8.03 17.86 91.99 0.62 219.15 74.49 10.32 8.83 8.74 0.75 51.53 337.91 760.92 417.42 26.03 16.56 7.00 – 24.08 7.24 23.18 18.11 84.46 7.24 23.18 – – – – – – – 1150.03 0.72 845.92 304.11 786.31 220.22 786.31 279.05 67.45 279.05 63.51 9.63 63.51 – – – – – – – 1.02 9.56 8.80 6.10 3.46 (B) Options taken to hedge exchange rate risk and accounted as cash flow hedge: Particulars Receivable hedges US Dollar Nominal amount (v crore) As at 31-3-2018 Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) As at 31-3-2017 Average rate (v) Within twelve months (v crore) After twelve months (v crore) – – – – 138.13 64.85 138.13 – (C) Forward covers taken to hedge exchange rate risk and accounted as net investment hedge: Particulars Receivable hedges Saudi Riyal US Dollar Nominal amount (v crore) As at 31-3-2018 Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) As at 31-3-2017 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 187.39 28.73 17.43 71.83 187.39 – – 28.73 785.74 – 19.44 – 27.79 – 757.95 – (ii) Outstanding interest rate hedge instruments: Interest rate swaps taken to hedge interest rate risk and accounted as cash flow hedge: Particulars Nominal amount (v crore) As at 31-3-2018 Average rate (%) Within twelve months (v crore) 524.94 After twelve months (v crore) 248.64 Nominal amount (v crore) As at 31-3-2017 Average rate (%) 2038.16 7.88 Within twelve months (v crore) 1107.12 After twelve months (v crore) 931.04 Floating interest rate borrowings 773.58 7.48 452 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (iii) Outstanding commodity price hedge instruments: Commodity forward Contract: Particulars Nominal amount (v crore) As at 31-3-2018 Average rate (v) Copper (Tn)* Aluminium (Tn) Iron Ore (Tn) Coking Coal (Tn) Zinc (Tn) Lead (Tn) *Negative nominal amount represents sell position. (193.29) 486405.65 266.11 138402.62 4055.89 60.65 33.91 11958.33 19.76 222813.00 10.99 160606.00 Within twelve months (v crore) (193.29) 266.11 60.65 33.91 19.76 10.99 After twelve months (v crore) – – – – – – Nominal amount (v crore) As at 31-3-2017 Average rate (v) 106.78 353806.93 27.96 119901.16 71.66 3592.00 50.40 11494.00 0.23 150777.00 9.53 177153.00 Within twelve months (v crore) 106.78 27.96 43.19 42.07 0.23 9.53 After twelve months (v crore) – – 28.47 8.33 – – (k) Carrying amounts of hedge instruments for which hedge accounting is followed: (A) Cash flow hedge: Particulars As at 31-3-2018 Interest rate exposure Currency exposure (i) Forward contracts Current: Asset - Other financial assets Liability - Other financial liabilities Non-current: Asset - Other financial assets Liability - Other financial liabilities (ii) Swap contracts Current: Asset - Other financial assets Liability - Other financial liabilities Non-current: Asset - Other financial assets Liability - Other financial liabilities (iii) Option contracts Current: Asset - Other financial assets Liability - Other financial liabilities Non-current: Asset - Other financial assets Liability - Other financial liabilities 538.62 197.60 219.76 98.81 66.58 12.57 21.02 – – – – – (0.25) – (0.48) – (8.43) – (3.65) – – – – – Commodity price exposure 25.18 23.19 – – – – – – – – – – As at 31-3-2017 Interest rate exposure Currency exposure v crore Commodity price exposure 630.41 559.96 408.33 63.21 (0.34) – (0.17) – 29.03 (4.66) 3.34 1.39 127.37 20.60 (1.38) – 116.91 – (15.69) – – 3.47 – – – – – – – – – – – – – – 453 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (B) Net Investment hedge: Particulars (i) Forward contracts Current: As at 31-3-2018 As at 31-3-2017 Currency exposure Interest rate exposure Commodity price exposure Currency exposure Interest rate exposure Asset - Other financial assets Liability - Other financial liabilities Non-current: Asset - Other financial assets 14.63 2.15 0.91 – – – – – – 1.47 – 63.75 – – – (l) Breakup of cash flow hedging reserve and cost of hedging reserve: v crore Commodity price exposure – – – v crore Particulars As at 31-3-2018 As at 31-3-2017 Cash flow hedging reserve Cost of hedging reserve Cash flow hedging reserve Cost of hedging reserve Balance towards continuing hedges Balance for which hedge accounting discontinued 240.83 208.39 (11.45) – 329.86 29.76 (m) Reclassification of hedging reserve and cost of hedging reserve to Profit or Loss: (12.10) – v crore Particulars 2017-18 2016-17 Future cash flows are no longer expected to occur: Revenue from operations Sales, administration and other expenses Hedged expected future cash flows affecting profit or loss: Progress Billing Revenue from operations Manufacturing, construction and operating expenses Finance costs Other Income Sales, administration and other expenses – (83.81) 0.52 (10.47) 441.59 331.25 212.54 241.35 (166.29) (264.00) (267.43) (412.17) 0.03 – 203.70 (34.78) 454 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [57] (contd.) (n) Movement of hedging reserve and cost of hedging reserve: Opening balance Hedging reserve v crore 2017-18 2016-17 359.62 59.24 Changes in the spot element of the forward contracts which is designated as hedging (4.49) (154.69) instruments for time period related hedges Changes in fair value of forward contracts designated as hedging instruments 719.83 673.53 Changes in intrinsic value of option contracts Changes in fair value of swaps Amount reclassified to Profit or Loss Amount included in non-financial asset/liability Amount included in Progress Billing in balance sheet Taxes related to above Closing balance Opening balance Cost of hedging reserve Changes in the forward element of the forward contracts where changes in spot element of forward contract is designated as hedging instruments for time period related hedges Less: Included in carrying amount of hedge item Amount reclassified to Profit or Loss Taxes related to above Closing balance – (151.83) (211.57) 1.24 (0.07) (67.87) 183.49 (1.39) (255.20) (114.03) (8.38) (218.59) 449.22 359.62 v crore 2017-18 2016-17 (12.09) (15.23) (5.33) (191.38) – 6.49 (0.52) (11.45) (3.39) 198.94 (1.04) (12.10) NOTE [58] Value of financial assets and inventories pledged as collateral for liabilities and/or commitments and/or contingent liabilities: Particulars Current: Investments Inventories and trade receivables Cash and cash equivalents Loans Other assets Total inventories and current financial assets pledged as security Non-current: Loans Other assets Total non-current financial assets pledged as security v crore As at 31-3-2018 As at 31-3-2017 1202.00 1400.63 11382.72 10120.27 1257.08 4579.09 650.94 319.97 2664.10 848.83 19071.83 15353.80 26397.11 33711.73 26.10 180.51 26423.21 33892.24 455 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] Additional information pursuant to Schedule III to the Companies Act, 2013 for the year ended 31-3-2018: Net Assets, i.e., total assets minus total liabilities Share in profit or (loss) Share in other comprehensive income Share in total comprehensive income Name of the entity As % of consolidated net assets Amount (v crore) As % of consolidated profit or loss Amount (v crore) As % of consolidated other comprehensive income Amount (v crore) As % of consolidated total comprehensive income Amount (v crore) Parent Company Larsen and Toubro Limited Indian Subsidiaries Infrastructure: Hi-Tech Rock Products and Aggregates Limited L&T Geostructure LLP L&T Infrastructure Engineering Limited Heavy Engineering: L&T Cassidian Limited Hydrocarbon: 88.35% 49174.26 73.10% 5387.30 (31.38%) (50.94) 70.85% 5336.36 0.02% 0.11% 0.07% 0.00% 11.04 63.21 40.19 0.03% 0.42% 0.02% 1.83 31.09 1.47 0.00% 0.00% (0.17%) – – (0.28) 0.02% 0.41% 0.02% 1.83 31.09 1.19 – 0.00% (0.03) 0.00% – 0.00% (0.03) L&T Hydrocarbon Engineering Limited 3.61% 2009.85 5.50% 405.62 81.23% 131.86 7.14% 537.48 IT & Technology Services: Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Thales Technology Services Private 6.68% 3.53% 3718.58 1965.34 15.74% 6.64% 1160.12 489.38 (61.24%) 13.36% (99.41) 21.69 14.08% 6.79% 1060.71 511.07 Limited 0.00% (0.26) 0.03% 2.27 0.11% 0.18 0.03% Syncordis Software Services India Private Limited Esencia Technologies India Private Limited Financial Services: L&T Capital Markets Limited L&T Finance Holdings Limited L&T Housing Finance Limited L&T Infra Debt Fund Limited L&T Infra Investment Partners Advisory 0.00% 0.00% 0.10% 13.81% 2.46% 1.67% 1.37 0.56 53.00 7685.66 1369.43 929.73 0.00% 0.00% 0.44% 3.61% 2.34% 1.89% 0.19 0.11 0.00% 0.01% 32.40 266.05 172.35 138.96 (0.31%) 0.38% 0.26% (0.02%) Private Limited 0.03% 15.47 0.03% 2.42 0.00% L&T Infra Investment Partners Trustee Private Limited 0.00% 0.05 0.00% (0.01) 0.00% L&T Infrastructure Finance Company Limited L&T Investment Management Limited L&T Mutual Fund Trustee Limited L&T Trustee Company Private Limited L&T Financial Consultants Limited Mudit Cement Private Limited L&T Finance Limited L&T Infra Investment Partners (The Fund) Developmental Projects: L&T Metro Rail (Hyderabad) Limited Sahibganj Ganges Bridge-Company Private Limited 456 6.44% 0.98% 0.00% 0.00% 0.11% (0.03%) 14.93% 0.89% 3585.22 546.13 1.53 – 63.65 (19.31) 8311.81 496.45 1.88% 0.40% 0.00% 0.00% 0.27% (0.08%) 1.58% 0.71% 138.29 29.10 (0.06) 0.01 19.69 (5.68) 116.26 52.51 (0.06%) (0.70%) 0.00% 0.00% 0.00% 0.00% (0.88%) 0.00% 3.84% 2136.91 (0.79%) (58.36) 11.80% 19.15 (0.52%) (39.21) 0.00% – 0.00% – 0.00% – 0.00% – 2.45 0.19 0.13 31.90 266.67 172.78 138.92 0.00% 0.00% 0.42% 3.54% 2.29% 1.84% 0.03% 2.42 0.00% (0.01) 1.83% 0.37% 0.00% 0.00% 0.26% (0.08%) 1.52% 0.70% 138.20 27.96 (0.06) 0.01 19.69 (5.68) 114.83 52.51 – 0.02 (0.50) 0.62 0.43 (0.04) – – (0.09) (1.14) – – – – (1.43) – Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Net Assets, i.e., total assets minus total liabilities Share in profit or (loss) Share in other comprehensive income Share in total comprehensive income Name of the entity As % of consolidated net assets Amount (v crore) As % of consolidated profit or loss Amount (v crore) As % of consolidated other comprehensive income Amount (v crore) As % of consolidated total comprehensive income Amount (v crore) Marine Infrastructure Developer Private Limited Power Development: L&T Arunachal Hydropower Limited L&T Himachal Hydropower Limited L&T Power Development Limited L&T Uttaranchal Hydropower Limited Nabha Power Limited Realty: Chennai Vision Developers Private Limited L&T Asian Realty Project LLP L&T Parel Project LLP L&T Realty Limited L&T Seawoods Limited L&T Vision Ventures Limited Seawoods Realty Private Limited Seawoods Retail Private Limited L&T Electricals and Automation Limited Valves, Welding Equipment, Construction Equipment and Others: L&T Construction Equipment Limited L&T Cutting Tools Limited L&T Valves Limited EWAC Alloys Limited Shipbuilding: 0.58% 320.53 (1.09%) (80.55) 0.03% 0.05 (1.07%) (80.50) 0.07% 0.36% 5.60% 1.93% 5.66% 0.00% 1.51% 0.25% 1.95% 5.44% (0.01%) 0.00% 0.00% 0.01% 40.58 199.77 3116.06 1072.55 3147.54 – 838.18 136.73 1087.10 3027.95 (4.63) 0.01 0.01 4.47 1.33% 0.00% 1.03% 0.00% 740.78 – 575.18 – 0.00% 0.00% 0.00% 0.00% 3.33% 0.00% (0.05%) 1.12% 0.29% 0.37% 0.00% 0.00% 0.00% (0.03%) 6.91% 0.12% (0.43%) 0.29% (0.01) (0.01) 0.19 0.01 245.17 – (4.00) 82.34 21.15 26.96 (0.01) – – (2.07) 0.00% 0.00% 0.00% 0.00% 2.23% 0.00% 0.00% 0.00% 0.00% 0.03% 0.00% 0.00% 0.00% 0.00% – – – – 3.62 – – – – 0.05 – – – – 509.40 8.93 (31.40) 21.35 0.76% (0.03%) 1.85% 0.00% 1.24 (0.05) 3.00 (0.01) 0.00% 0.00% 0.00% 0.00% 3.30% 0.00% (0.05%) 1.09% 0.28% 0.36% 0.00% 0.00% 0.00% (0.03%) 6.78% 0.12% (0.38%) 0.28% (0.01) (0.01) 0.19 0.01 248.79 – (4.00) 82.34 21.15 27.01 (0.01) – – (2.07) 510.64 8.88 (28.40) 21.34 L&T Shipbuilding Limited (1.45%) (809.15) (5.99%) (441.36) 15.14% 24.58 (5.53%) (416.78) Others: Bhilai Power Supply Company Limited L&T Power Limited Kesun Iron & Steel Company Private Limited L&T Aviation Services Private Limited L&T Capital Company Limited L&T Infra Contractors Private Limited Foreign Subsidiaries Infrastructure: Larsen & Toubro (Oman) LLC Larsen & Toubro Qatar LLC Larsen & Toubro Saudi Arabia LLC Larsen & Toubro T&D SA (Proprietary) 0.00% 0.01% 0.00% 0.06% 0.03% 0.00% 0.71% 0.00% 1.10% 0.05 5.04 0.00% 0.00% – 0.20 0.00% 0.00% – – 0.00% 0.00% (0.26) 35.43 16.00 – 0.00% (0.01%) 0.08% 0.00% – (0.91) 5.95 (0.01) 0.00% (0.04%) 0.00% 0.00% 392.61 0.48 611.65 (0.01%) 0.00% 3.00% (0.46) (0.08) 221.21 12.79% 0.00% 7.99% – (0.06) – – 20.76 0.00 12.97 – 0.20 – (0.97) 5.95 (0.01) 0.00% (0.01%) 0.08% 0.00% 0.27% 0.00% 3.11% 20.30 (0.08) 234.18 Limited 0.01% 3.23 0.00% 0.20 0.26% 0.41 0.01% 0.61 Larsen & Toubro Readymix and Asphalt Concrete Industries LLC 0.00% – (0.12%) (8.48) 0.00% – (0.11%) (8.48) 457 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Net Assets, i.e., total assets minus total liabilities Share in profit or (loss) Share in other comprehensive income Share in total comprehensive income Name of the entity As % of consolidated net assets Amount (v crore) As % of consolidated profit or loss Amount (v crore) As % of consolidated other comprehensive income Amount (v crore) As % of consolidated total comprehensive income Amount (v crore) Heavy Engineering: Larsen & Toubro Heavy Engineering LLC (0.34%) (190.74) (1.86%) (137.34) (1.06%) (1.71) (1.85%) (139.05) Hydrocarbon: Larsen & Toubro Hydrocarbon International Limited LLC L&T Modular Fabrication Yard LLC L&T Overseas Projects Nigeria Limited Larsen Toubro Arabia LLC Larsen & Toubro ATCO Saudi LLC Larsen & Toubro Kuwait Construction General Contracting Company WLL PT Larsen & Toubro Hydrocarbon Engineering Indonesia Larsen & Toubro Electromech LLC IT & Technology Services: L&T Information Technology Services (Shanghai) Co., Ltd. L&T Infotech Financial Services Technologies Inc. Larsen & Toubro Infotech Canada Limited Larsen & Toubro Infotech LLC Larsen and Toubro Infotech South Africa (PTY) LTD Larsen & Toubro Infotech GmbH Larsen & Toubro Infotech Austria GmbH L&T Information Technology Spain SL Larsen & Toubro LLC L&T Technology Services LLC L&T Infotech S. DE R.L. DE C.V. Syncordis S.A. Luxembourg Syncordis France SARL Syncordis Limited Syncordis PSF S.A. Esencia Technologies Inc. Realty: L&T Realty FZE Electrical & Automation: Henikwon Corporation Sdn. Bhd. Kana Controls General Trading and Contracting Company WLL L&T Electrical & Automation FZE L&T Electricals & Automation Saudi Arabia Company Limited 458 0.00% (0.06%) 0.00% (0.71%) (0.81%) (2.31) (35.07) 0.01 (396.55) (448.24) (0.02%) 0.43% 0.00% 0.28% (0.02%) (1.23) 32.03 – 20.72 (1.29) (0.01%) 0.01% 0.00% (1.16%) (1.39%) (0.02) 0.01 (0.00) (1.88) (2.26) (0.02%) 0.43% 0.00% 0.25% (0.05%) (1.25) 32.04 (0.00) 18.84 (3.55) 0.00% (1.13) 0.12% 8.81 (0.04%) (0.06) 0.12% 8.75 0.00% (0.21%) – (114.48) 0.00% 0.25% – 18.66 0.00% (0.63%) – (1.02) 0.00% 0.23% – 17.64 0.00% (0.36) 0.00% (0.22) (0.02%) (0.02) 0.00% (0.24) 0.36% 0.02% 0.01% 0.01% 0.25% 0.00% 0.01% 0.00% 0.10% 0.00% 0.03% 0.01% 0.00% 0.00% 0.02% 200.22 10.95 2.81 5.03 141.25 0.72 3.29 2.42 56.62 0.32 15.40 5.39 (0.01) 0.18 12.82 0.52% 0.05% 0.00% 0.02% 0.01% 0.00% 0.02% 0.00% 0.06% 0.00% 0.08% (0.01%) 0.00% 0.00% 0.26% 38.63 3.37 0.29 1.60 0.85 0.15 1.17 0.01 4.07 0.31 5.77 (0.76) (0.01) (0.04) 19.47 (0.28%) 0.21% (0.02%) (0.46) 0.33 (0.03) 0.39% 0.31% 0.06% 0.24% 0.00% 0.39% 0.00% 0.40% 0.20% 0.00% 0.01% 0.08% 0.63 0.51 0.09 0.39 0.00 0.63 – 0.65 0.32 – 0.01 0.14 0.51% 0.05% 0.00% 0.03% 0.02% 0.00% 0.02% 0.00% 0.06% 0.00% 0.09% (0.01%) 0.00% 0.00% 0.26% 38.17 3.70 0.26 2.23 1.36 0.24 1.56 0.01 4.70 0.31 6.42 (0.44) (0.01) (0.03) 19.61 0.01% 7.34 (0.04%) (2.59) 0.01% 0.02 (0.03%) (2.57) (0.02%) (11.63) (0.01%) (0.90) (0.91%) (1.48) (0.03%) (2.38) (0.01%) 0.27% (3.63) 151.53 (0.03%) 0.49% (2.49) 35.82 (0.05%) 0.59% (0.07) 0.96 (0.03%) 0.49% (2.56) 36.78 (0.02%) (12.38) (0.11%) (7.84) (0.06%) (0.11) (0.11%) (7.95) Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Net Assets, i.e., total assets minus total liabilities Share in profit or (loss) Share in other comprehensive income Share in total comprehensive income Name of the entity As % of consolidated net assets Amount (v crore) As % of consolidated profit or loss PT. Tamco Indonesia Servowatch Systems Limited Tamco Electrical Industries Australia Pty Ltd. Tamco Switchgear (Malaysia) SDN. BHD. Thalest Limited Others: Larsen & Toubro (East Asia) Sdn. Bhd. Larsen & Toubro International FZE L&T Global Holdings Limited Total Subsidiaries Non-controlling Interest in all subsidiaries Indian Associates L&T-Chiyoda Limited Gujarat Leather Industries Limited Feedback Infra Private Limited Magtorq Private Limited Grameen Capital India Limited Foreign Associates Larsen & Toubro Qatar & HBK Contracting LLC L&T Camp Facilities LLC Total Associates Jointly Operations - Indian Operations Bauer-L&T Geo Joint Venture Indian Joint Ventures Power: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Howden Private Limited L&T-Sargent & Lundy Limited Heavy Engineering: L&T Special Steels and Heavy Forgings Private Limited L&T MBDA Missile Systems Limited Hydrocarbon: L&T Sapura Offshore Private Limited L&T Sapura Shipping Private Limited L&T-Gulf Private Limited L&T Hydrocarbon Caspian LLC Amount (v crore) (2.82) 2.90 (3.77) 14.23 (0.13) (0.27) (106.29) (47.37) 3463.19 (634.57) 17.23 – 0.70 0.07 – – 0.67 18.67 As % of consolidated other comprehensive income 0.67% (1.48%) 0.06% 47.28% 0.62% 0.01% 1.81% (0.26%) (0.57%) (0.21%) 0.00% 0.00% 0.00% 0.00% (0.14%) 0.00% As % of consolidated total comprehensive income (0.02%) 0.01% (0.05%) 1.21% 0.01% 0.00% (1.37%) (0.63%) (8.44%) 0.22% 0.00% 0.01% 0.00% 0.00% 0.00% 0.01% Amount (v crore) 1.08 (2.40) 0.10 76.76 1.00 0.01 2.94 (0.43) 212.25 (0.93) (0.35) – – – – (0.22) 0.00 (0.57) Amount (v crore) (1.74) 0.50 (3.67) 90.99 0.87 (0.26) (103.35) (47.80) 3675.44 (635.50) 16.88 – 0.70 0.07 – (0.22) 0.67 18.10 (0.06%) (0.03%) (35.60) (18.14) (0.04%) 0.04% 0.01% 1.04% 0.01% 0.00% 1.28% (0.06%) (10.11%) 7.66 577.76 8.06 (0.05) 713.04 (31.70) 48164.30 (5625.00) 0.11% 0.00% 0.00% 0.01% 0.01% 0.00% 0.01% 61.43 – – 5.94 6.00 0.01 3.73 77.11 (0.05%) 0.19% 0.00% 0.00% (1.44%) (0.64%) (8.61%) 0.23% 0.00% 0.01% 0.00% 0.00% 0.00% 0.01% 0.02% 10.44 0.14% 10.21 0.00% – 0.14% 10.21 1.09% 604.68 1.67% 123.15 4.50% 7.30 1.73% 130.45 0.19% 0.06% 0.06% 0.00% 0.00% 0.00% 0.51% 0.03% 0.00% 107.27 35.66 32.78 0.42% 0.09% 0.07% 31.10 6.53 5.43 – 0.02 (3.02%) 0.00% (222.58) (0.01) 0.45 283.09 14.48 0.36 0.00% 0.05% 0.04% 0.00% 0.06 3.98 2.70 – 6.93% 0.02% 0.13% 0.55% 0.00% 0.00% 0.88% 0.00% 0.00% 11.25 0.04 0.21 0.56% 0.09% 0.08% 42.35 6.57 5.64 0.89 – – 1.43 – – (2.94%) 0.00% (221.69) (0.01) 0.00% 0.07% 0.04% 0.00% 0.06 5.41 2.70 – 459 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Net Assets, i.e., total assets minus total liabilities Share in profit or (loss) Share in other comprehensive income Share in total comprehensive income Name of the entity As % of consolidated net assets Amount (v crore) As % of consolidated profit or loss Amount (v crore) As % of consolidated other comprehensive income Amount (v crore) As % of consolidated total comprehensive income Amount (v crore) Developmental Projects: L&T Infrastructure Development Projects Limited (Consolidated) Valves, Welding Equipment, Construction Equipment and Others: L&T Kobelco Machinery Private Limited Others: Raykal Aluminium Company Private Limited Foreign Joint Ventures Hydrocarbon: Larsen & Toubro Electromech LLC Indiran Engineering Projects & Systems, Kish, (PJSC) Total Joint Ventures CFS Adjustment and elimination Total NOTE [60] 2.36% 1310.89 (5.61%) (413.64) 1.58% 2.57 (5.46%) (411.07) 0.04% 20.47 0.04% 3.01 (0.60%) (0.97) 0.03% 2.04 0.00% 0.26 0.00% (0.02) 0.00% – 0.00% (0.02) 0.00% 0.00% (69.28%) – 0.08% 5.74 0.00% – 0.08% 5.74 0.04 2410.45 (38554.57) 55656.99 0.00% (5.70%) 0.02 (454.53) (420.41) 7369.86 (0.01%) (12.44%) (0.02) 22.70 (20.18) 162.33 0.00% (5.85%) 0.00 (431.83) (440.59) 7532.19 Disclosure pursuant to Ind AS 1 “Presentation of financial statements”: (a) Current assets expected to be recovered within twelve months and after twelve months from the reporting date: (b) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date: Sr. No. 1 2 3 4 5 Particulars Inventories Trade receivables Loans - current Other financial assets Other current assets Sr. No. 1 2 3 4 Particulars Trade payables Other financial liabilities Other current liabilities Provisions 460 As at 31-3-2018 After twelve months Total As at 31-3-2017 After twelve months 973.83 527.34 3.34 – 8425.30 4847.80 34654.08 559.72 4194.59 46524.83 174.01 473.86 9.14 104.80 9880.93 4139.74 28688.97 486.45 3286.34 39056.82 As at 31-3-2018 After twelve months Total As at 31-3-2017 After twelve months 765.92 31.83 4746.00 161.99 37794.96 4848.99 27326.97 2483.75 1462.99 34.07 6556.30 193.60 30294.86 4828.64 23384.55 2667.81 Within twelve months 3965.73 28215.11 477.31 3181.54 29175.89 Within twelve months 28831.87 4794.57 16828.25 2474.21 Within twelve months 3873.97 34126.74 556.38 4194.59 38099.53 Within twelve months 37029.04 4817.16 22580.97 2321.76 v crore Total v crore Total Notes forming part of the Consolidated Financial Statements (contd.) NOTE [61] Disclosure pursuant to Ind AS 8 “Accounting Policies, Changes in Accounting Estimates and Errors” on new Ind AS that has been issued but is not effective as of the closing day of the reporting period: (a) Ind AS 115 Revenue from Contracts with Customers The Ministry of Corporate Affairs notified Ind AS 115 “Revenue from Contracts with Customers” in respect of accounting periods commencing on or after April 1, 2018 superseding Ind AS 11 “Construction Contracts” and Ind AS 18 “Revenue”. The Group’s current revenue recognition policy is broadly aligned to the principles enunciated in Ind AS 115 and does not require any material change except for realty business. In terms of Ind AS 115, revenue of realty business will be recognised at the time of delivery of units to the customers as compared to revenue recognition based on percentage completion method currently followed as per the Guidance note issued by the Institute of Chartered Accountants of India. The management is in the process of implementing Ind AS 115 and does not expect any material impact on the Group’s financial position as at March 31, 2018 and on the financial results of the Group in the first year of implementation viz. financial year commencing on April 1, 2018 except as above. (b) Ind AS 21 “The Effects of Changes in Foreign Exchange Rates” On March 28, 2018, the Ministry of Corporate Affairs notified Companies (Indian Accounting Standards) Amendment Rules, 2018 and inserted Appendix B, Foreign Currency Transactions and Advance Consideration in Ind AS 21. In Appendix B, it is clarified that the date of transaction to determine the exchange rate to use on initial recognition of related asset, expense or income is the date on which the initial recognition of the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration. The Group’s existing accounting policy conforms to the above clarification. NOTE [62] Disclosure pursuant to Ind AS7 “Statement of cash Flows” - Changes in Liabilities arising from financing activities: Sr. No. Particulars Non-current borrowings (note 22) Current borrowings (note 26) Current maturities of long term borrowings (note 27) 1 2 3 4 5 6 Opening balance Proceeds from Borrowings (net) Effect of changes in foreign exchange rates Interest accrued (net of interest paid) Other changes (transfer within categories) Closing balance 67340.58 14133.39 11.23 (326.42) (8244.02) 72914.76 Amounts reported in Statement of cash flow under financing activities Particulars Proceeds from non-current borrowings Repayment of non-current borrowings Proceeds from other borrowings (net) changes from financing cash flows (Refer Sr No. 2 above) (a) Repayments on account of liability classified as held for sale (b) Total changes from financing cash flows (a+b) v crore Total 93953.95 12641.28 58.62 870.23 – 16534.47 2680.02 56.03 61.33 – 10078.90 (4172.13) (8.64) 1135.32 8244.02 19331.85 15277.47 107524.08 v crore 2017-18 46903.46 (36942.20) 2680.02 12641.28 (22.28) 12619.00 461 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [63] Disclosure pursuant to Ind AS 20 “Accounting for Government Grants and Disclosure of Government Assistance”: The Group’s exports qualify for various export benefits offered in the form of duty credit scrips under foreign trade policy framed by Department General of Foreign Trade India (DGFT). Income accounted towards such export incentives amounts to R 208.06 crore (previous year: R 27.23 crore). NOTE [64] There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2018. NOTE [65] Figures for the previous year have been regrouped/re-classified to conform to the figures of the current year. 462 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 1 Bhilai Power Supply Company Limited 31-Mar-18 – – 2 L&T Shipbuilding Limited 31-Mar-18 – – 3 L&T Electricals and Automation Limited 31-Mar-18 – – 4 Hi-Tech Rock Products & Aggregates Limited 31-Mar-18 – – 5 L&T Seawoods Limited 31-Mar-18 – – 6 Kesun Iron & Steel Company Private Limited 31-Mar-18 – – 7 L&T Valves Limited v crore 8 L&T Realty Limited 31-Mar-18 – – 31-Mar-18 – – 11-Jul-95 0.05 13-Nov-07 444.00 12-Dec-07 7.44 01-Jan-08 0.05 13-Mar-08 1999.55 16-Jan-09 0.01 23-Nov-61 18.00 30-Nov-07 47.16 – (1253.15) (2.97) 10.99 1028.40 (0.27) 557.18 1039.95 2.34 2.39 2.39 – – – – – – – – – 99.90 4120.75 3311.60 3311.60 11.12 730.89 (441.36) – (441.36) – – – – 97.00 6.78 11.24 11.24 – – (2.07) – (2.07) – – – – 100.00 79.86 90.90 90.90 – 244.24 2.75 0.92 1.83 – – – – 100.00 9 Chennai Vision Developers Private Limited 31-Mar-18 – – 10 L&T Vision Ventures Limited 11 L&T Power Limited 12 L&T Cassidian Limited 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 161.74 3189.69 3189.69 – 132.70 33.79 6.83 26.96 – – – – 100.00 13 L&T Aviation Services Private Limited 31-Mar-18 – – 0.29 0.02 0.02 – – – – – – – – – 95.00 501.73 1076.91 1076.91 24.19 930.64 (48.69) (17.29) (31.40) – – – – 100.00 89.34 1176.45 1176.45 854.39 39.52 32.63 11.48 21.15 – – – – 100.00 14 Larsen & Toubro Infotech Limited 15 L&T Finance Holdings Limited $ 16 L&T Housing Finance Limited $ 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 14-Aug-08 0.01 22-Dec-06 0.05 09-Mar-06 0.05 15-Apr-11 0.05 06-Nov-09 45.60 23-Dec-96 17.20 01-May-08 3030.08 09-Oct-12 165.37 (0.01) (4.68) 4.99 (0.05) (10.17) 3701.40 5621.50 1,196.71 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Note: $ Reporting as per the Companies (Accounting Standards) Rules 2006 (I-GAAP) 0.01 – – – – (0.00) – (0.00) – – – – 100.00 10.87 6.24 6.24 – – (0.01) – (0.01) – – – – 68.00 0.02 5.06 5.06 5.06 – 0.20 – 0.20 – – – – 99.99 – – – – – (0.03) – (0.03) – – – – 100.00 18.06 53.49 53.49 – 18.83 (0.74) 0.17 (0.91) – – – – 100.00 1333.00 5051.60 5051.60 1560.30 6906.40 1468.42 308.30 1160.12 (303.38) – – – 82.96 487.06 9138.64 9138.64 7840.39 449.93 394.68 26.84 367.84 – – (145.74) – 64.01 10640.44 12002.52 12002.52 571.97 1193.06 255.27 88.91 166.36 (173.44) – – – 64.01 463 PB Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) v crore Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 17 L&T Finance Limited $ 18 L&T Capital Markets Limited 19 L&T Investment Management Limited $ 20 L&T Mutual Fund Trustee Limited 22 L&T Infra Debt Fund Limited $ 21 L&T Infrastructure Finance Company Limited $ 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 23 L&T Infra Investment Partners Advisory Private Limited $ 31-Mar-18 – – 24 L&T Infra Investment Partners Trustee Private Limited 31-Mar-18 – – 31-Dec-12 1599.14 07-Feb-13 56.62 25-Apr-96 251.82 30-Apr-96 0.15 18-Apr-06 989.91 19-Mar-13 595.48 30-May-11 5.00 12-Aug-11 0.10 6987.61 (3.62) 230.12 1.38 2358.31 420.54 10.46 (0.05) 36070.22 44656.97 44656.97 2412.94 4997.45 434.53 144.61 289.92 – – – – 64.01 27.19 80.19 80.19 27.93 93.72 34.90 2.50 32.40 – – – – 64.01 104.06 586.00 586.00 118.84 615.51 17.30 – 17.30 – – – – 64.01 0.06 1.59 1.59 1.25 0.05 (0.08) (0.01) (0.06) – – – – 64.01 22871.01 26219.23 26219.23 2179.79 2565.27 81.96 6.07 75.89 (151.46) – – – 64.01 6230.53 7246.55 7246.55 – 543.24 149.17 (0.48) 149.65 – – – – 64.01 1.61 17.07 17.07 13.68 7.26 3.36 0.95 2.41 – – – – 64.01 0.02 0.06 0.06 0.03 0.03 (0.01) – (0.01) – – – – 64.01 25 L&T Financial Consultants Limited 31-Mar-18 – – 26 Mudit Cement Private Limited 31-Mar-18 – – 27 L&T Capital Company Limited 31-Mar-18 – – 28 L&T Trustee Company Private Limited 31-Mar-18 – – 29 L&T Power Development Limited 31-Mar-18 – – 30 L&T Uttaranchal Hydropower Limited 31-Mar-18 – – 31 L&T Arunachal Hydropower Limited 31-Mar-18 – – 32 L&T Himachal Hydropower Limited 31-Mar-18 – – 16-Jun-11 18.88 27-Dec-13 2.10 06-Apr-00 0.05 09-Jul-09 0.01 12-Sep-07 3112.70 13-Nov-06 180.50 24-Jun-10 40.39 22-Jun-10 200.05 44.77 (21.42) 15.95 (0.01) 3.36 892.05 0.19 (0.28) 0.46 16.46 16.46 8.15 7.74 8.53 2.58 5.95 – – – – 100.00 – – – – – 0.01 – 0.01 – – – – 100.00 2.07 3118.13 3118.13 3110.59 7.80 0.28 0.09 0.19 – – – – 100.00 62.98 1135.53 1135.53 1.63 – 0.01 – 0.01 – – – – 100.00 0.12 40.70 40.70 – – (0.01) – (0.01) – – – – 100.00 0.80 200.57 200.57 – – (0.01) – (0.01) – – – – 100.00 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Note: $ Reporting as per the Companies (Accounting Standards) Rules 2006 (I-GAAP) 425.21 488.87 488.87 4.26 87.00 24.90 5.21 19.69 – – (52.03) – 64.01 56.04 36.73 36.73 – – (5.45) 0.23 (5.68) – – – – 64.01 464 465 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) 37 33 L&T Nabha Infrastructure Power Engineering Limited Limited 36 L&T Construction Equipment Limited 34 L&T Metro Rail (Hyderabad) Limited 35 L&T Technology Services Limited v crore 40 L&T Hydrocarbon Engineering Limited Particulars Sr. no. Sr. No. 38 L&T Thales Technology Services Private Limited 39 Sahibganj Ganges Bridge- Company Private Limited 31-Mar-18 – – 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 464 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 09-Apr-07 2325.00 24-Aug-10 2206.98 14-Jun-12 20.49 29-Jul-97 120.00 09-Dec-98 3.60 15-Feb-14 2.05 14-Jul-16 0.01 02-Apr-09 1000.05 822.54 (70.06) 1944.85 620.78 36.59 (2.32) (0.01) 1009.80 7948.17 11095.71 11095.71 – 3778.16 282.48 37.31 245.17 – – – – 100.00 11506.23 13643.14 13643.14 – 1408.71 (58.36) – (58.36) – – – – 100.00 627.60 2592.94 2592.94 322.45 3506.60 681.05 191.67 489.38 (81.70) – – – 88.64 574.73 1315.51 1315.51 24.38 1151.50 650.48 141.08 509.40 – – – – 100.00 41 Marine Infrastructure Developer Private Limited 31-Mar-18 – – 42 L&T Infra Contractors Private Limited 43 Esencia Technologies India Private Limited 31-Mar-18 – – 31-Mar-18 – – 44 Syncordis Software Services India Private Limited 31-Mar-18 – – 31.54 71.73 71.73 – 59.04 2.63 1.16 1.47 – – – – 100.00 45 Larsen & Toubro LLC 56.66 56.40 56.40 1.33 73.55 1.66 (0.61) 2.27 – – – – 65.60 46 Larsen & Toubro Infotech, GmbH 31-Mar-18 USD 65.18 31-Mar-18 EURO 80.81 0.01 0.01 0.01 – – – – – – – – – 100.00 6866.05 8875.90 8875.90 1370.59 11044.35 641.35 235.73 405.62 – (60.90) – – 100.00 47 Larsen & Toubro Infotech Canada Limited 31-Mar-18 CAD 50.65 48 Larsen & Toubro Infotech LLC 31-Mar-18 USD 65.18 22-Jan-16 400.00 17-Mar-17 0.01 31-May-17 0.01 11-Dec-17 0.45 02-Jan-01 0.34 14-Jun-99 0.40 25-Apr-00 – 21-Jul-09 – (79.47) (0.01) 0.55 0.92 2.08 152.31 11.13 2.84 1566.28 1886.81 1886.81 – – (82.27) – (82.27) – – – – 97.00 0.00 0.01 0.01 – – (0.01) – (0.01) – – – – 100.00 0.32 0.88 0.88 – 3.78 0.62 0.15 0.47 – – – – 88.64 0.26 1.62 1.62 – 4.36 0.71 0.18 0.53 – – – – 82.96 1.72 4.13 4.13 – 3.31 0.04 0.03 0.01 – – – – 99.19 138.83 291.55 291.55 – 86.12 4.31 3.03 1.27 (8.83) – – – 82.96 31.10 42.23 42.23 – 110.16 4.83 1.28 3.55 – – – – 82.96 0.68 3.52 3.52 – 6.79 0.32 – 0.32 – – – – 82.96 465 51 L&T Information Technology Services (Shanghai) Co., Ltd. 31-Dec-17 CNY 9.82 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) 53 49 Larsen & L&T Infotech Toubro Financial International Services FZE Technologies Inc. 50 Larsen & Toubro Infotech South Africa (PTY) Limited 54 Larsen & Toubro Hydrocarbon International Limited LLC 52 L&T Realty FZE 55 Thalest Limited Particulars Sr. no. Sr. No. v crore 56 Servowatch Systems Limited 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 31-Mar-18 CAD 50.65 31-Mar-18 ZAR 5.58 31-Mar-18 AED 17.75 31-Mar-18 USD 65.18 31-Dec-17 SAR 17.03 31-Mar-18 GBP 92.28 31-Mar-18 GBP 92.28 01-Jan-11 189.94 25-Jul-12 0.25 28-Jun-13 1.06 27-Jan-08 15.97 25-Sep-01 1788.08 17-Jun-13 0.85 04-Apr-12 1.23 04-Apr-12 23.53 10.28 4.92 (1.28) (8.35) (1017.69) (2.99) 6.83 (41.67) 38.52 238.73 238.73 – 253.22 54.79 16.19 38.60 (40.18) – – – 82.96 15.86 21.02 21.02 – 28.17 2.52 0.76 1.75 – – – – 62.14 1.98 1.76 1.76 – 1.34 – – – – – – – 82.96 0.09 7.71 7.71 – – (2.54) – (2.54) – – – – 100.00 57 L&T Modular Fabrication Yard LLC 58 Larsen & Toubro (East Asia) SDN. BHD 59 Larsen & Toubro Qatar LLC 60 L&T Overseas Projects Nigeria Limited 243.39 1013.77 1013.77 568.23 0.04 (107.82) – (107.82) – – – – 100.00 61 L&T Electrical & Automation Saudi Arabia Company Limited LLC 31-Dec-17 OMR 165.91 31-Mar-17 MYR 14.65 31-Dec-17 QAR 17.54 31-Dec-17 NGN 0.18 31-Mar-18 SAR 17.38 6.50 4.35 4.35 – – (0.79) 0.98 (1.78) – – – – 100.00 62 Larsen & Toubro Kuwait Construction General Contracting Company, W.L.L 31-Dec-17 KWD 211.58 – 8.06 8.06 – – (0.13) – (0.13) – – – – 100.00 58.73 40.59 40.59 – 65.92 2.65 (0.25) 2.90 – – – – 100.00 63 Larsen & Toubro (Saudi Arabia) LLC 64 Larsen Toubro Arabia LLC 31-Mar-18 SAR 17.38 31-Dec-17 SAR 17.03 05-Jul-06 47.86 13-Jun-96 1.10 31-Mar-04 0.35 15-Jul-04 0.18 22-Aug-06 31.28 29-Nov-06 42.32 22-Jun-99 24.98 01-Jul-12 17.03 (46.79) (1.32) 0.16 (0.17) (42.99) (41.44) 586.66 (411.48) 277.51 278.58 278.58 – 501.32 9.19 – 9.19 – – – – 70.00 4.26 4.04 4.04 – 2.81 (0.14) – (0.14) – – – – 30.00 4.07 4.59 4.59 0.18 – (0.03) – (0.03) – – – – 49.00 0.02 0.03 0.03 – – – – – – – – – 100.00 129.27 117.56 117.56 – 79.34 (8.71) – (8.71) – – – – 100.00 19.66 20.53 20.53 – – 1.61 – 1.61 – – – – 49.00 1312.27 1923.91 1923.91 – 1902.62 288.67 67.46 221.21 – – – – 100.00 729.70 335.26 335.26 – 386.30 (85.44) – (85.44) – – – – 75.00 466 467 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) 65 69 PT. Tamco Larsen & Indonesia Toubro ATCO Saudia LLC 67 Henikwon Corporation Sdn. Bhd. Particulars Sr. no. Sr. No. 68 Tamco Electrical Industries Australia Pty Ltd. 70 Larsen & Toubro Heavy Engineering LLC 71 L&T Electrical & Automation FZE 66 Tamco Switchgear (Malaysia) Sdn. Bhd. v crore 72 Kana Controls General Trading & Contracting Company W.L.L 31-Mar-18 KWD 217.83 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 466 31-Dec-17 SAR 17.03 31-Mar-18 MYR 16.87 31-Mar-18 MYR 16.87 31-Mar-18 AUD 50.05 31-Dec-17 IDR 0.00 31-Dec-17 OMR 165.91 31-Mar-18 AED 17.75 08-Jul-07 1.70 29-May-07 168.68 03-Jul-12 10.88 23-Apr-08 82.44 23-Apr-08 12.19 07-Apr-08 93.99 04-Apr-08 1.77 10-Sep-13 2.18 (439.67) 433.13 (22.51) (74.78) (45.52) (8.89) 176.36 (5.28) 679.26 241.29 241.29 – 52.53 0.42 1.03 (0.61) – – – – 100.00 73 Larsen and Toubro T&D SA Propreitary Limited 31-Mar-18 ZAR 5.58 263.51 865.31 865.31 – 500.58 21.99 6.52 15.47 – – – – 100.00 24.52 12.89 12.89 – 42.11 (0.96) – (0.96) – – – – 100.00 17.27 24.93 24.93 – 2.74 (3.77) – (3.77) – – – – 100.00 105.80 72.47 72.47 – 59.42 2.71 0.40 2.32 – – – – 100.00 110.57 195.67 195.67 – 49.12 (136.43) (5.27) (131.16) – – – – 70.00 209.35 387.48 387.48 – 430.27 33.25 0.34 32.91 – – – – 100.00 30.60 27.49 27.49 – 29.36 (2.14) – (2.14) – – – – 49.00 74 L&T Technology Services LLC 75 L&T Infotech Austria GMBH LLC 76 L&T Global Holdings Limited 77 L&T Information Technology Spain, S.L. 78 Larsen & Toubro (Oman) LLC 79 Esencia Technologies Inc. 80 Syncordis S.A. 31-Mar-18 USD 65.18 31-Mar-18 EURO 80.81 31-Mar-18 USD 65.18 31-Mar-18 EURO 80.81 31-Dec-17 OMR 165.91 31-Mar-18 USD 65.18 31-Dec-17 EURO 76.53 06-Sep-10 4.18 26-Jun-14 97.83 18-Jun-15 0.28 24-Feb-16 52.14 01-Feb-16 0.40 29-Jan-94 24.18 31-May-17 27.96 15-Dec-17 0.27 (0.95) (41.21) 0.43 (83.84) 2.93 262.70 (15.13) 11.78 0.32 3.55 3.55 – – 0.20 – 0.20 – – – – 72.50 141.52 198.13 198.13 – 164.08 4.29 0.22 4.07 – – – – 88.64 0.17 0.89 0.89 – 2.95 0.19 0.05 0.14 – – – – 82.96 1306.85 1275.14 1275.14 1117.89 – (47.37) – (47.37) – – – – 100.00 19.15 22.48 22.48 – 64.77 1.66 0.49 1.17 – – – – 82.96 2927.42 3214.30 3214.30 – 2955.17 11.55 (0.07) 11.62 – – – – 65.00 16.94 29.77 29.77 0.03 118.65 28.08 8.62 19.47 – – – – 88.64 26.92 38.96 38.96 1.01 106.12 17.60 4.29 13.31 – – – – 82.96 467 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) 85 81 Larsen Syncordis and Toubro France SARL Electromech LLC 31-Dec-17 OMR 165.91 86 L&T - Sargent and Lundy Limited 31-Mar-18 – – 83 Syncordis Support Services S.A. 31-Dec-17 EURO 76.53 84 L&T Infotech S. DE R.L. DE C.V. 31-Dec-17 MXN 3.24 v crore 88 L&T - MHPS Boilers Private Limited 31-Mar-18 – – 87 L&T - Gulf Private Limited 31-Mar-18 – – 31-Mar-18 GBP 92.28 31-Dec-17 EURO 76.53 82 Syncordis Limited Particulars Sr. no. Sr. No. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 15-Dec-17 0.11 15-Dec-17 0.01 15-Dec-17 0.23 01-Mar-17 0.00 01-Jan-05 4.98 05-May-95 5.57 11-Jan-08 8.00 09-Oct-06 234.10 5.48 (0.02) (0.04) 0.11 (126.40) 60.02 20.96 951.56 9.64 15.23 15.23 – 28.55 4.05 1.32 2.73 – – – – 82.96 0.02 0.01 0.01 – – (0.01) – (0.01) – – – – 82.96 0.19 0.38 0.38 – – (0.04) – (0.04) – – – – 82.96 89 L&T - MHPS Turbine Generators Private Limited 90 Raykal Aluminium Company Private Limited 31-Mar-18 – – 31-Mar-18 – – 91 L&T Special Steels and Heavy Forgings Private Limited 31-Mar-18 – – 3.77 3.88 3.88 – 5.08 0.23 0.11 0.12 – – – – 82.96 382.82 261.39 261.39 – 320.47 16.98 0.68 16.30 – – – – 70.00 92 L&T Howden Private Limited 93 L&T Sapura Offshore Private Limited 28.02 93.61 93.61 38.12 95.06 11.16 1.34 9.82 – – – – 50.0001 94 L&T Kobelco Machinery Private Limited 6.34 35.30 35.30 1.36 25.75 7.51 2.12 5.39 – – – – 50.0002 3095.20 4280.86 4280.86 578.43 2966.52 368.17 126.70 241.47 – – – – 51.00 95 L&T Sapura Shipping Private Limited 96 L&T MBDA Missile Systems Limited 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 27-Dec-06 710.60 23-Feb-99 0.05 01-Jul-09 566.60 17-Jun-10 30.00 02-Sep-10 0.01 25-Nov-10 50.00 02-Sep-10 158.85 05-Apr-17 0.05 (448.17) 0.29 (1165.17) 41.19 0.74 (9.87) 312.90 (0.02) 2220.43 2482.86 2482.86 150.32 963.29 60.21 2.69 57.52 – – – – 51.00 0.63 0.97 0.97 – – (0.03) – (0.03) – – – – 75.50 2093.96 1495.39 1495.39 – 127.87 (270.30) – (270.30) – – – – 74.00 131.57 202.76 202.76 – 234.86 27.35 14.31 13.04 – – – – 50.10 5.94 6.70 6.70 – – 0.10 – 0.10 – – – – 60.00 36.22 76.35 76.35 5.73 78.94 5.90 – 5.90 – – – – 51.00 380.99 852.74 852.74 – 122.17 6.99 0.36 6.63 – – – – 60.00 0.01 0.04 0.04 – – (0.02) – (0.02) – – – – 51.00 468 469 Sr. No. Sr. no. Particulars Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) 97 101 Vadodara L&T Bharuch Tollway Infrastructure Limited Development Projects Limited $ 31-Mar-18 – – 102 L&T Interstate Road Corridor Limited 103 LT IDPL INDVIT Services Limited 99 Krishnagiri Thopur Toll Road Limited 98 Panipat Elevated Corridor Limited 100 Western Andhra Tollways Limited 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – 31-Mar-18 – – v crore 104 L&T Transportation Infrastructure Limited 31-Mar-18 – – 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 26-Feb-01 321.06 21-Jul-05 84.30 02-Nov-05 78.75 02-Nov-05 56.50 23-Dec-05 43.50 02-Feb-06 57.16 20-May-99 13.95 24-Sep-97 41.40 2565.42 (352.69) (141.40) (73.50) (249.45) 42.95 19.87 156.04 2570.80 5457.28 5457.28 3700.19 467.97 (72.95) 40.36 (113.32) – – – – 97.45 497.60 229.20 229.20 – 70.45 (29.16) – (29.16) – – – – 97.45 474.53 411.88 411.88 74.59 144.41 33.27 3.30 29.97 – – – – 97.45 263.83 246.83 246.83 79.02 75.69 15.42 4.34 11.08 – – – – 97.45 1074.13 868.18 868.18 320.08 332.13 72.19 16.04 56.15 – – – – 97.45 295.70 395.81 395.81 150.83 26.90 (4.38) 0.27 (4.66) – – – – 97.45 71.51 105.33 105.33 102.58 – 0.20 0.04 0.16 – – – – 97.45 176.51 373.95 373.95 80.97 30.39 14.15 1.42 12.73 – – – – 98.12 105 L&T Krishnagiri Walajahpet Tollway Limited 31-Mar-18 – – 106 Devihalli Hassan Tollway Limited 31-Mar-18 – – 107 L&T Halol Shamlaji Tollway Limited 31-Mar-18 – – 108 Ahmedabad- Maliya Tollway Limited 31-Mar-18 – – 109 L&T BPP Tollway Limited 31-Mar-18 – – 110 L&T Samakhiali Gandhidham Tollway Limited 31-Mar-18 – – 111 L&T Deccan Tollways Limited 31-Mar-18 – – 112 Kudgi Transmission Limited 31-Mar-18 – – 23-Apr-10 90.00 27-Apr-10 90.00 09-Sep-08 795.35 09-Sep-08 149.00 25-May-11 247.20 05-Feb-10 80.54 20-Dec-11 285.34 30-Aug-13 192.60 35.63 (37.44) (360.94) (44.98) (549.25) (95.69) (115.93) 113.39 723.57 1157.97 1157.97 – 84.47 (44.65) – (44.65) – – – – 47.75 1241.37 1345.39 1345.39 2.73 174.28 (47.34) – (47.34) – – – – 97.45 4942.90 4640.84 4640.84 3.19 360.71 (302.60) – (302.60) – – – – 97.45 1676.05 1660.90 1660.90 3.58 139.24 (104.79) – (104.79) – – – – 97.45 2058.99 2228.39 2228.39 42.10 290.50 (113.50) – (113.50) – – – – 97.45 1634.41 1940.40 1940.40 254.70 191.24 48.14 12.80 35.33 – – – – 97.45 469 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Note: $ Reporting as per the Companies (Accounting Standards) Rules 2006 (I-GAAP) 992.78 1118.41 1118.41 25.48 152.40 27.94 5.42 22.52 – – – – 97.45 312.07 364.62 364.62 1.81 46.82 (11.46) – (11.46) – – – – 97.45 468 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part A: “Subsidiaries” [as per Section 2(87) of the Companies Act, 2013] (contd.) 114 L&T IDPL Trustee Managers Pte Limited 116 L&T Rajkot- Vadinar Tollway Limited 115 PNG Tollway Limited v crore 117 L&T Chennai - Tada Tollway Limited Particulars Sr. no. Sr. No. Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity / Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments  Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 113 L&T Sambalpur - Rourkela Tollway Limited 31-Mar-18 – – 18-Oct-13 290.03 (8.80) 1020.13 1301.36 1301.36 1.73 305.31 (5.87) – (5.87) – – – – 97.45 31-Mar-18 SGD 49.82 30-Sep-13 0.00 – 0.00 0.00 0.00 – – (0.06) – (0.06) – – – – 97.45 31-Mar-18 – – 16-Feb-09 169.10 (521.81) 1501.66 1148.96 1148.96 – – (66.14) – (66.14) – – – – 72.11 31-Mar-18 – – 08-Sep-08 110.00 (122.75) 954.97 942.22 942.22 – 104.88 (46.48) – (46.48) – – – – 97.45 31-Mar-18 – – 24-Mar-08 42.00 (5.36) 371.44 408.08 408.08 – – (0.30) – (0.30) – – – – 97.45 470 471 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part B: ”Associates/Joint ventures” Sr. No. 1 2 3 4 5 Name of Associates Sr No. L&T- Chiyoda Limited International Seaports (Haldia) Private Limited L&T Camp Facilities LLC Magtorq Private Limited Larsen & Toubro Qatar & HBK Contracting Co.WLL 1 2 3 4 5 6 7 Latest audited Balance Sheet Date 31-Mar-18 31-Mar-17 31-Dec-17 31-Dec-17 31-Mar-18 Date on which the Associate or Joint Venture was associated or acquired Shares of Associate/Joint Ventures held by the company at the year end Number Amount of Investment in Associates/Joint Venture (R crore) Total Share capital (R crore) Reserves closing (R crore) Total No of shares Extent of Holding % 26-Oct-94 11-Feb-05 13-Sep-07 28-Jul-04 30-Sep-12 45,00,000 98,30,000 4.50 9.83 9.00 112.48 44.06 21.76 90,00,000 4,40,58,020 2,450 4.33 8.70 (1.83) 5,000 100 0.18 0.35 (7.26) 196 50.00% 21.74% 49.00% 51.03% 9,000 4.42 21.00 10.65 21,003 42.85% Description of how there is significant influence Refer Note 1 Reason why the associate/joint venture is not consolidated Net worth attributable to Shareholding as per latest audited Balance Sheet (R crore) Profit/(Loss) for the year (R crore) Considered in Consolidation Not Considered in Consolidation 60.74 14.31 3.36 (3.53) 4.65 34.47 – 7.92 – 1.45 – – – 0.18 – 470 471 Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures Part B: ”Associates/Joint ventures” (contd.) Sr. No. 6 7 8 Name Of Associates Sr No. Latest audited Balance Sheet Date Date on which the Associate or Joint Venture was associated or acquired Shares of Associate/Joint Ventures held by the company at the year end Number Amount of Investment in Associates/Joint Venture (R crore) Total Share capital (R crore) Reserves closing (R crore) Total No. of shares Extent of Holding % Description of how there is significant influence 1 2 3 4 5 6 7 Indiran Engineering Projects and Systems Kish PJSC Grameen Capital India Limited Gujarat Leather Industries Limited 31-Mar-18 31-Oct-09 31-Mar-17 5-Jun-15 27-Jun-91 875 0.39 0.78 (1.07) 1,750 50.00% 2,126,000 735,000 2.13 8.18 (7.66) – – – 81,77,887 Refer Note 4 16.64% 50.00% Refer Note 1 Reason why the associate/joint venture is not consolidated Refer Note 2 Refer Note 3 Refer Note 4 Net worth attributable to Shareholding as per latest audited Balance Sheet (R crore) Profit / (Loss) for the year (R crore) Considered in Consolidation Not Considered in Consolidation (0.15) 0.03 – – – – – – – Notes: 1. Significant influence is demonstrated by holding 20% or more of the total voting power, or control of or participation in business decisions under an agreement of the investee. 2. The Incorporated joint venture is not required to be audited as per regulatory laws in Iran. Hence the management certified accounts have been considered for consolidation. 3. There is restriction on transferring the resources to the share holder and hence the same has not been considered for consolidation. 4. The associate company is under liquidation process and investment is fully provided in the accounts. S. N. SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) R. SHANKAR RAMAN Chief Financial Officer & Whole-time Director (DIN 00019798) SUBODH BHARGAVA (DIN 00035672) VIKRAM SINGH MEHTA (DIN 00041197) N. HARIHARAN Company Secretary M. No. A3471 M. DAMODARAN (DIN 02106990) M. M. CHITALE (DIN 00101004) SUNITA SHARMA (DIN 02949529) SANJEEV AGA (DIN 00022065) Directors Mumbai, May 28, 2018 472 PB PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules 2014] LARSEN & TOUBRO LIMITED CIN : L99999MH1946PLC004768 Regd. Office : L&T House, Ballard Estate, Mumbai 400 001. Tel. No.: (022) 6752 5656, Fax No.: (022) 6752 5893 Email: IGRC@Larsentoubro.com, Website: www.larsentoubro.com Name of the member(s) Registered Address Email ID Folio No./Client ID DP ID I/We, being the holder(s) of ___________ shares of LARSEN & TOUBRO LIMITED, hereby appoint: 1) 2) 3) of of of having e-mail id or failing him having e-mail id or failing him having e-mail id and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Seventy Third Annual General Meeting of the Company, to be held at Birla Matushri Sabhagar,19, Marine Lines, Mumbai - 400020 on Thursday, August 23, 2018 at 3.00 P.M. and at any adjournment thereof in respect of such resolutions as are indicated below: ** I wish my above Proxy to vote in the manner as indicated in the box below: Item No. Resolutions For Against 1 2 3 4 5 6 7 8 Adoption of audited financial statements for the year ended March 31, 2018 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company and the reports of the auditors thereon for the year ended March 31, 2018. Dividend on equity shares for the financial year 2017-18. Appoint Mr. Subramanian Sarma (DIN: 00554221) as a Director liable to retire by rotation. Appoint Mrs. Sunita Sharma (DIN: 02949529), as a Director liable to retire by rotation. Appoint Mr. A.M Naik (DIN: 00001514), as a Director liable to retire by rotation. Appoint Mr. D.K Sen (DIN: 03554707), as a Director liable to retire by rotation. Appoint Mr. Hemant Bhargava (DIN: 01922717), as a Director liable to retire by rotation. Appoint Mr. A.M Naik (DIN: 00001514) aged 75 years, as Non-Executive Director PB 473 Item No. Resolutions For Against 9 Approve payment of remuneration to Mr. A.M Naik (DIN: 00001514), as Non-Executive Director 10 11 Issue listed/unlisted secured/unsecured redeemable non-convertible debentures, in one or more series/tranches/ currencies, aggregating up to R 6000 crore. Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010) for the financial year 2018-19. Signed this ........................ day of ............... 2018 Signature of shareholder : .......................................... Affix a 1 Rupee Revenue Stamp Signature of proxy holder(s) Note: (1) (2) (3) 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. A Proxy need not be a member of the Company. A person can act as a proxy on behalf of members not exceeding fifty and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. **(4) This is only optional. Please put a ‘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) (6) Appointing a proxy does not prevent a member from attending the meeting in person if he/she so wishes. In the case of jointholders, the signature of any one holder will be sufficient, but names of all the jointholders should be stated. 474 PB SEBI Notification dated June 8, 2018 – Amendment to Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Shareholder(s), SEBI has, vide a notification dated June 8, 2018 amended Regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandating transfer of securities only in dematerialized form. Accordingly, requests for effecting transfer of securities shall not be processed unless the securities are held in Dematerialized form with effect from December 5, 2018. Therefore, please note that the RTA and the Company will not be accepting any request for transfer of shares in physical form with effect from December 5, 2018. This restriction shall not be applicable to the requests received for transmission or transposition of physical shares. You may access this Notification from the website of SEBI. Shareholders are accordingly requested to get in touch with any Depository Participant to open a Demat account. You may visit the website of depositories viz., NSDL or CDSL for further understanding about the demat procedure: NSDL website: https://nsdl.co.in/faqs/faq.php (dematerialization) CDSL website: https://www.cdslindia.com/investors/open-demat.aspx You may also visit the Investors section of our website for detailed procedure for dematerialization of shares. Shareholders, who are holding shares in physical form are requested to arrange for the dematerialization of the said shares at the earliest to avoid any inconvenience in future for transfer of shares. PB 475 NOTES 476 477 LARSEN & TOUBRO LIMITED CIN : L99999MH1946PLC004768 Regd. Office : L&T House, Ballard Estate, Mumbai 400 001. Tel. No.: (022) 6752 5656, Fax No.: (022) 6752 5893 Email: IGRC@Larsentoubro.com, Website: www.larsentoubro.com Mandatory updation of PAN and Bank details against your holding Dear Shareholder(s), The Securities and Exchange Board of India has vide its circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 mandated that companies through their Registrar and Transfer Agents (“RTA”) take special efforts for collecting copies of PAN and bank account details of their security holders holding securities in physical form. Those security holders whose folio(s) do not have complete details relating to their PAN and Bank Account, or where there is any change in the bank account details provided earlier, have to compulsorily furnish the details to the RTA / Company for registration / updation. In case your PAN and/or Bank details are not updated with the RTA, please do the needful at the earlest by following the below mentioned procedure. ACTION REQUIRED FROM YOU You are requested to submit the following to update the records immediately • • • • Enclosed format duly filled in and signed by the shareholder/s (available on page 478) Self-attested copy of Pan Card of all the security holders Cancelled Cheque leaf with name (if name is not printed on the cheque, bank attested copy of the pass book (first page) showing name of account holder) of the First holder Address proof (self-attested copies of recent Electricity or Telephone Bill and Ration Card, PAN Card and Aadhaar Card) of the First holder We request your co-operation in this regard. In case if you have any queries or need any assistance, please contact: Larsen & Toubro Limited L&T House, N. M. Marg, Ballard Estate, Mumbai - 400 001 Tel. No. 022-67525656 Fax. No. 022-67525893 Website : www.larsentoubro.com Email : igrc@Larsentoubro.com For Larsen & Toubro Limited Sd/- N. Hariharan Company Secretary (ACS 3471) 476 477 Format for Furnishing the PAN and Bank Details To Karvy Computershare Private Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 Dear sir, Unit: Larsen & Toubro Limited I/ We furnish below our folio details along with PAN and Bank mandate details for updation and confirmation of doing the needful. I/we are enclosing the self-attested copies of PAN cards of all the holders, original cancelled cheque leaf of first holder, Bank pass book and address proof viz., Aadhaar card as required for updation of the details: Folio No. Address of the 1st named shareholder Mobile No E-Mail id Bank Account Details : (for electronic credit of unpaid dividends and all future dividends) Name of the Bank Name of the Branch Account Number (as appearing in our cheque book) Account Type (Savings / Current / Cash Credit) 9 Digit MICR Number (as appearing on the MICR cheque issued by the bank) A photocopy of a cheque is enclosed for verification 11 Digit IFSC Code Savings Current Cash Credit PAN No. Name First Holder : Joint Holder 1 : Joint Holder 2 : Signature : Date: Place: NB: The above details will not be updated if the supporting documents are not attached and not duly self attested. 478 PB LARSEN & TOUBRO LIMITED CIN : L99999MH1946PLC004768 Regd. Office : L&T House, Ballard Estate, Mumbai 400 001. Tel. No.: (022) 6752 5656, Fax No.: (022) 6752 5893 Email: IGRC@Larsentoubro.com, Website: www.larsentoubro.com Dear Shareholder, Date: ______________ We are privileged to have you as our shareholder. It has been our constant endeavour to improve the services to our Investors and in this pursuit, we are once again sending you this Feedback Form, which is a self addressed prepaid Inland letter. We request you to kindly spare some time and retum the same to us duly completed. We look forward to your feedback/valuable suggestions. Thanking you, Yours faithfully, For LARSEN & TOUBRO LIMITED N. Hariharan Company Secretary M. No. A3471 Name and address of the shareholder SHAREHOLDER’S FEEDBACK FORM Phone No: (with STD code) E-maii ID: Folio No./DP ID & Client ID Shareholders Satisfaction Survey Questionnaire (please 3 the appropriate box) A. Do you perceive the Company as creating shareholder value in the: Short Term Long Term or (i) (ii) (iii) Both Yes Yes Yes No No No B. Are you satisfied with the growth strategy of the Company? Yes No Not aware Excellent Good Poor* Not experienced C. D. E. F. Please rate the contents and quality of Annual Report Please rate the contents and quality of the website of the Company Arrangements and presentations made at the last AGM Quality and accuracy of response to your queries and complaints: - by Company - by Registrar G. Timeliness of response form - the Company - the Registrar H. Please rate the hospitality and efficiency of the persons attending to you when you interact with - Investors Relation Cell - Office of Registrars I. Overall quality of service provided by - the Company - the Registrar * Kindly let us know your experience in space provided overleaf Do you have any grievance which has not been redressed J. Yes No Signature Fold hereFold hereFold here BUSINESS REPLY LETTER Postage will be paid by addresssee No Postage stamp necessary if posted in India B. R. PERMIT No.: MBI GPO - 0049 Mumbai G.P.O. Mumbai - 400 001. Larsen & Toubro Limited Secretarial Department L&T House, Ballard Estate, Mumbai - 400 001. * In case your response to any question overleaf is “Poor”, kindly share your experience and let us know the reason/ instances to enable us to investigate the matter. In case of any queries, kindly contact our Registrar: Karvy Computershare Pvt. Ltd. Unit: Larsen & Toubro Limited Karvy Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telengana - 500 032 Tel : (040) 6716 2222 • Toll free number: 1-800-3454-001 First FoldSecond FoldFold hereFold hereFold here AWARDS & RECOGNITION Every year, L&T and its people receive a number of national and international awards that acknowledge its varied accomplishments. Presented by the media, industry associations, independent bodies and academia, they honour the Company’s contribution in various spheres of business, technology, financial performance, growth and environmental protection. For details of recent awards, please visit www.Larsentoubro.com . d t L l . t v P s u P t n i r P : t a d e t n i r P - P R / 8 1 0 2 7 0 / C M B C T L

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