Larsen & Toubro
Annual Report 2019

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Size: 21cm X 26cm LED BY TECHNOLOGY EQUIPPED FOR GROWTH 7 4 t h A N N UA L R E P O RT 2 0 1 8 - 2 0 1 9 CHAiRMAN’S STaTEmEnT annuaL rEporT 2018-19 A.M. NAik Group Chairman We look forward with optimism to political leadership with the vision, maturity and resolve to usher in a resurgent era of inclusive growth and prosperity. Dear Shareholders at the outset, our hearty congratulations to the new Government on winning a decisive mandate in the General Elections. With the uncertainties thrown up by the polls now behind us, the country can re-focus on its primary goal of building a new future for all its citizens. We look forward with optimism to the new political leadership which we believe possesses the vision, maturity and resolve to usher in a resurgent era of inclusive growth and prosperity. Economic Scenario india’s GDp in FY2019 is estimated to have grown by around 7 per cent. While this is a laudable achievement in the global context, it falls marginally short of expectations due to an interplay of macro-economic and political factors. These include the uncertainties which invariably accompany our General Elections, volatility in crude prices and unpredictable currency fluctuations. The economy also had to grapple with a funding crunch for nFBCs precipitated by the iL&FS debt default, deceleration in the agriculture and mining sectors and widening of fiscal and current account deficits. on a positive note, the country has largely got back on track after the initial disruptive effects of twin reform measures, viz., Demonetisation and GST. The longer-term benefits of both these measures are gradually being realised through an uptick in tax collections on an expanding base of tax payers. We also see the light at the end of the tunnel in the case of overleveraged corporate balance sheets and high bank loan delinquencies. imaginative steps such as the resolution of stressed businesses under the insolvency & Bankruptcy Code, bank recapitalisation and more stringent application of npa credit provisions norms should help the sector back on its feet. it is also heartening to note that india now ranks 77th in the World Bank’s Ease of Doing Business index, continuing its ascent for the second consecutive year. Benign headline retail (Cpi) inflation (a nominal anchor of monetary policy) over a prolonged period has prompted a softer monetary policy resulting in lower interest rates. Eventually, this should rev up private sector investment, which has remained dormant for the past few years. 1 CHAiRMAN’S STaTEmEnT annuaL rEporT 2018-19 Though corporate earnings have registered reasonable growth during FY19, Fiis have been withdrawing significant tranches of money from secondary markets for the better part of the year. Domestic money managers also rebalanced their portfolios by favouring defensive sectors and reducing allocations to cyclical sectors like infrastructure. The last few months of FY19 have, however, witnessed a rebooting of confidence in the future of the economy, with markets too recording a significant inflow of Fii money. While the private sector has been somewhat tentative in increasing spends in FY19 (in areas of ppp, industrial capex and certain segments of urban infrastructure), the public sector has been far more forthcoming with vigorous investments in key sectors. These include water, metro rail networks, railways, roads and road adjacencies (special bridges, expressways and city flyovers), power transmission & distribution and hydrocarbon. The strong underlying macro drivers of investments in these sectors are expected to sustain into FY20 and beyond. Encouragingly, the private sector also seems to have overcome its bashfulness, and begun to show signs of revival in road concessions, airports, healthcare, metals, mining and cement capacity augmentation. Gross fixed capital formation rate improved to 32.3% in FY19 from 31.4% in FY18, signalling a smart rise in public investment spending. on the international front, optimism and growth are being held hostage to geo-political uncertainties, such as Brexit, the flaring of protectionist tendencies and the combustible issue of trade tariffs. Current consensus forecasts point to a slowdown in the world economy in 2019, precipitated by higher oil prices in 2018 and tempering of uS growth, even as the uS Fed is under pressure to adopt an accommodative monetary stance. against this backdrop, your Company’s investments in targeted geographies are expected to yield salutary returns. our clear thrust is towards renewable energies, hydrocarbon expansion and non-oil revenues in the middle East as well as significant investments in infrastructure in non-middle East geographies where your Company has consolidated its presence. Group level Performance Overview Your Company has once again turned in a stellar performance on all key parameters. order inflows, which are the lifeblood of any business with Engineering, procurement and Construction (EpC) as its core, came in at R 176,834 crore in FY19 registering a strong growth of 16% over FY18. The unexecuted order Book as on 31st march, 2019 stood at R 293,427 crore which gives us strong revenue and 2 margin visibility for the next few years. revenues in FY19 have clocked in at R 141,007 crore registering a resurgent growth of 18% over FY18. paT touched an all-time high of R 8,905 crore in FY19 representing a substantial growth of 21% over FY18. The touchstone of your Company has been its focus on shareholder value creation and your Company has delivered on this front in FY19 as well. it gives me great pleasure to inform you that the Board of Directors has recommended a Dividend of R 18.00 per share. The corresponding dividend in the previous year was R 16.00 per share. international business Geographical de-risking has always been part of your Company’s game plan for international markets. across the last decade, the strong organisation which we have built in the oil-rich middle East region has paid handsome dividends, while insulating us from the periodic ups and downs of the domestic economy. The recent volatility in crude prices due to political and economic crosscurrents has, however, led to reduced investments in opEC regions. having proactively readied itself for such an eventuality, your Company forayed into select african countries, Bangladesh and Sri Lanka. This sustained drive over the last few years has started yielding results, with non-middle East business contributing to around 45% of the international order Book. meanwhile, L&T infotech (LTi) and L&T Technology Services (LTTS) accelerated their growth thrust in the uS and European markets. Talent Management and Succession Planning Your Company believes that people are the basic building blocks of a business organisation, and places unrelenting emphasis on nurturing, retaining and developing talent at all levels of management. The wide canvas of businesses within the Group offers unparalleled opportunities for professional growth. Structured professional and leadership development programmes, monetary and non-monetary rewards as well as a conducive work environment and mentoring at various levels form the backbone of hr initiatives of your Company. i personally allocate quality time to mentoring the next generation of leaders for the Group, apart from involvement in strategy, business portfolio rationalisation and CSr. Sustainable Development Your Company views sustainability as the essential discipline of balancing economic growth with social inclusiveness and environmental conservation. our Sustainability policy mirrors our values and ethos, while our Sustainability programme is aligned to universally recognized development goals and focused on measurable outcomes. We offer green technology solutions for our clients, work continuously on energy intensity reduction and shrinking our carbon footprint. a ‘reduce, reuse, recycle and redeem’ principle has helped us reduce consumption of natural resources. most of our campuses are water positive and many harness green energy. on the community front, the social infrastructure which we help to build is introducing positive change in the lives of thousands who live in proximity to our campuses. The mantle of social responsibility extends beyond the organization to a youthful army of your Company’s employee volunteers known as ‘L&Teers’. it is indeed heartening that many L&Teers, entirely of their own volition, have made social change their personal mission. in 2018-19 your Company moved to a higher level of disclosure in the public domain and published its first integrated report () which conforms to the international integrated reporting Council (iirC) framework and is in accordance with the Global reporting initiative (Gri) Standards. Total spends on CSr initiatives in 2018-19 by your Company amounted to R 122 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. The focus areas under CSr continue to be health, education, skill building, water and sanitation. Outlook apart from the hustle of the election campaigns distracting attention from economic policy-making, this year we had to contend with global deceleration and financial constraints cramping many economies. all this is likely to present challenges to india’s growth story in FY20. We expect the investment climate to improve in the second half of FY20, as the new Government settles down. Financial markets and capital inflows may witness volatility in the first half of FY20 but gain relative stability in the latter half, given india’s inherent potential as an investment destination in the emerging markets space. The traction that the country’s infrastructure development has seen in the last few years will, to our minds, continue in the future. retail (Cpi) inflation, projected by the rBi to remain below 4% up to end-2019, should facilitate a soft monetary policy in FY20. additionally, the decisive market interventions of the central bank, the recent recapitalisation of public sector banks and the ongoing resolution of chronic stressed asset cases through iBC give us reason for a broadly positive outlook. Segments which hold promise in the current year include: 1) infrastructure a) Urban infrastructure Your Company has for several years been at the forefront of designing and constructing large and complex civil infrastructure. our capabilities and track record place us in pole position to make the most of numerous emerging opportunities. These include: airports, commercial buildings, hospitals, educational institutions, convention centres, shopping malls, iT buildings, affordable housing and high-end residential real estate. b) Smart Cities Your Company leads the way in building smart city infrastructure and is well-positioned for the projects likely to be ordered out. We are looking at expanding opportunities in intelligent traffic management and surveillance systems, smart electric grids & lighting, fibre optic cabling and transport & logistics systems. The domain expertise available with L&T infotech and L&T Technology Services positions your Company as a formidable player in master Systems integration for smart city projects. c) Roads While the focus of the national highways authority of india continues to be on both EpC and the hybrid annuity model, expressways as well as special bridges and city flyovers are likely to buttress the overall roads investment programme in the country. d) Railways With the execution of the first two legs of the Dedicated Freight Corridor well underway, the focus has shifted to the mumbai-ahmedabad high speed rail project, rapid electrification of railway lines and track upgradation / augmentation. all these are likely to provide good business prospects in FY20. 3 CHAiRMAN’S STaTEmEnT annuaL rEporT 2018-19 e) Metro Rail in the last few years, urban planning authorities have zeroed in on metro rail networks as the most viable solution for decongesting urban traffic in our cities. While over ten cities have operational metro rail networks covering close to 600 km of inner city networks, another 600 km are currently under construction and around 1400 km are in the planning stage. investment in this area is expected to continue for many years as more and more cities move from drawing board to execution phase over the years. Total spends on metro rail networks in the country over the next few years are expected to be in the region of R 400,000 crore. 2) Water infrastructure The sector has seen a surge in investments over the last few years, and the momentum is expected to continue. infrastructure for management of water resources within the country, waste-water treatment facilities as well as large lift irrigation systems are likely to see continued investment. inland waterways infrastructure could receive focused government attention from FY20 onwards. 3) Power Transmission & Distribution (PT&D) prospects in india and other focused geographies continue to be strong, with investments by Central as well as State utilities offering good business opportunities. The Saubhagya initiative launched by the Government in 2017 to transmit electricity to individual households along with smart metering has given good business traction to your Company. This programme is expected to extend into FY20 as well. While building further on its presence in the middle East markets, your Company has also successfully entered parts of East africa, algeria, Egypt and countries in East asia. These geographies are likely to provide continual growth opportunities. 4) Hydrocarbon This business has grown rapidly in FY19 in terms of order inflows and revenues. it sees sizeable investment prospects in domestic and international markets in both offshore and onshore segments. prevailing oil prices, hovering around uSD 70 per barrel (Brent Crude), should spur further investment in oil producing countries, and ensure a pipeline of continued investments in the production and processing of hydrocarbons. 5) Heavy Engineering Your Company’s competitive position is built around its strong technological capabilities in designing and production of sophisticated equipment for the oil & gas, fertiliser and power sectors. on the back of significant all-round growth in FY19, the business is expected to leverage strong domestic and global business opportunities in FY20. 6) Defence Engineering This business segment was formed keeping in mind the abundant business opportunities that are likely to come up in the domestic market on a continuing basis. Your Company’s expertise spanning three decades, in both land-based and naval systems, gives this business a competitive edge in responding to the strong defence capex outlay that is likely to sustain at a national level in the coming years. 7) Thermal Power Generation This sector continues to face a host of challenges. manufacturers of core power generation equipment must contend with over-capacity, intensive competition and inadequate coal supply. aggravating this is a customer base weakened by financially-stressed ipps, public utilities in the red and rural customers clamouring for more subsidised power. Despite these prevailing conditions, your Company sees the potential to bid for around 8 GW of upcoming projects in the power EpC space as well as tenders for retro- fitting existing power plants with state-of-the-art emission control equipment. During the last year, we successfully executed gas-fired power plant projects in Bangladesh and are targeting similar opportunities in neighbouring countries. 8) Realty The real estate sector is slowly picking up as demonstrated in an increase in sales, a gradual reduction of unsold inventory levels and improvement in absorption rates. Your Company’s real estate development projects in mumbai as well as Bengaluru are progressing well and are expected to provide steady revenues and profits over the next few years. The launch of new projects in mumbai and Chennai should provide growth momentum to this business. 9) information Technology and Technology Services (iT&TS) This business segment, comprising two separate listed entities (L&T infotech and L&T Technology Services) has recorded strong revenue growth and increased profitability over the last few years. The business is expected to continue registering strong growth in FY20 while maintaining margins. 4 10) Financial Services The nBFC space in india since mid-2019 has been dominated by the unfortunate developments concerning iL&FS. it has led to a liquidity squeeze, and made lenders wary of rolling over short liability positions. Your Company’s financial services business successfully weathered the upheaval thanks to its robust financial structure, control on aLm mismatches, short term strategy and sound operating practices. The situation has since improved and the business turned in a superlative financial performance in FY19 on all key parameters even during a volatile year. The business has delivered top quartile return on Equity (roE) in FY19 and expects to continue this strong roE performance in FY20. 11) Development Projects Your Company has a clutch of concessions in roads, transmission lines, coal fired power plants, hydel power plants and a large metro rail (in hyderabad). in FY19, we successfully divested five road assets to an infrastructure investment Trust (inviT) and a container port (in Kattupalli, Tamil nadu) as part of our wide-ranging efforts to enhance Group roE. Certain stretches of the hyderabad metro rail have been completed in FY19 and it is expected that the network will be commissioned fully in FY20. The focus here is on monetisation of the value created in these businesses. L&T-NxT Your Company is an early adopter of digital technologies among india’s E&C companies, and is adept at ioT, Lidar, photogrammetry, Bim, ai and machine Learning. Launched three years ago, the digital initiative yielded significant asset productivity gains and process efficiencies to operations ranging from pre-bid engineering and cost-estimation, project execution and monitoring and supply chain interactions. on the strength of wide-ranging digital transformations achieved successfully within the L&T group, we have now launched a new strategic initiative ‘L&T-nxT’ to extend this in-house experience and expertise to global markets and create value for our clients in select industry verticals. Leveraging the domain expertise of L&T across diverse industry segments, L&T-nxT targets building a business through the use of new age technologies, such as iioT, digitalisation and analytics, artificial intelligence, augmented / Virtual reality, Geo-spatial applications and Cyber Security to partner our clients in their transformation journey. We believe there is a huge opportunity ahead with an increasing number of companies moving towards industry 4.0 and adopting ‘Smart’ products, systems & processes to unlock incremental value. While it is too early to talk about financials, L&T-nxt is well positioned to capture a significant market share and become one of the key drivers for L&T’s growth in the long term. Acquisition of Mindtree Limited Your Company is in the process of acquiring a controlling stake in mindtree Limited, a company operating in the iT services space. We believe the acquisition would be completed in the best interests of all stakeholders. For L&T, it is a good opportunity to grow the iT&TS business portfolio and create value for the shareholders. Strategic Plan Your Company’s 5-year strategic plan ‘LaKShYa’ is the roadmap for growth and value addition. LaKShYa extends from FY17 to FY21 and encompasses every major performance parameter to achieve the over-arching goal of boosting roE. Your Company is well on its way to achieving its targets and has recorded progress on all fronts of the Lakshya plan over the last three years (FY17 to FY19). We remain confident of achieving the goal in FY21 (the terminal year of the plan) and in the meantime, have been developing the next strategic plan (to be launched from FY22) to ensure steady, profitable growth into the future. Acknowledgements i would like to thank the leadership team of L&T headed by mr. S.n. Subrahmanyan and all the employees for their stellar contribution to the Company’s performance. i also thank our customers, vendors and other stakeholders for their confidence and trust in the Company. i acknowledge and thank my fellow Board members for their invaluable support in taking the Company to greater heights. Thank You a.m. naik Group Chairman 5 CONTENTS ANNUAL REPORT 2018-19 CONTENTS 6 Company Information Organisation Structure Leadership Team L&T Nationwide Network & Global Presence Corporate Social Responsibility Annual Business Responsibility Report (ABRR) 2018-19 Standalone Financials - 10 Year Highlights Consolidated Financials - 10 Year Highlights Graphs Route Map to the AGM Venue AGM Notice Directors’ Report 7 8-9 10 12-13 14-18 20-41 42 43 44-45 46 47-63 64-167 Management Discussion & Analysis 168-299 Auditors’ Report on Standalone Financial Statements Balance Sheet Statement of Profit and Loss 300-309 310-311 312-313 Statement of Changes in Equity 314 Cash Flow Statement 315-316 Notes Forming Part of the Financial Statements 317-417 Auditors’ Report on Consolidated Financial Statements Consolidated Balance Sheet 418-429 430-431 Consolidated Statement of Profit and Loss 432-433 Consolidated Statement of Changes in Equity 434-435 Consolidated Cash Flow Statement 436-437 Notes Forming Part of the Consolidated Financial Statements Information Regarding Subsidiary Companies Proxy Form Shareholder’s Satisfaction Survey Form – 2018-19 438-545 546-555 557-558 559-560 COMPANY inFormaTion annuaL rEporT 2018-19 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) MR. THOMAS MATHEW T. independent Director MR. D. K. SEN Whole-time Director & Sr. Executive Vice president (infrastructure) COMPANY INFORMATION 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 BoarD oF DirECTorS MR. JAYANT DAMODAR PATIL Whole-Time Director & Sr. Executive Vice president (Defence, L&T-nxT) 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 Fintech private Limited 74th annual General meeting at Birla matushri Sabhagar, 19, Sir Vithaldas Thackersey marg, mumbai - 400 020. on Thursday, 1st august, 2019 at 3.00 p.m. 7 ORGANiSATiON STruCTurE annuaL rEporT 2018-19 88 99 LEADERSHiP TEam annuaL rEporT 2018-19 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) 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, L&T-NxT) 10 Hasit Joshipura Sr. Vice President & Head Electrical & Automation As on 1st June, 2019 www.Larsentoubro.com Game changers don’t dream of change. They engineer it. 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 8 1 0 2 7 0 / D R P C M B C T L / 11 NATIONWIDE NETWORK & GlObal PREsENcE aNNUal REPORT 2018-19 NATIONWIDE NETWORK Rajpura Chandigarh New Delhi Faridabad Jaipur Udaipur Ahmedabad Jamnagar Vadodara Bhopal Pithampur Lucknow Guwahati Varanasi Durgapur Ranchi Jamshedpur Serampore Kolkata Hazira Madh Mumbai Panvel Lonavala Ahmednagar Talegaon Pune Nagpur Raipur Rourkela Cuttack Bhubaneswar Visakhapatnam Hyderabad Vijayawada Pulicat Kattupalli Chennai Kancheepuram Puducherry Bengaluru Mysuru Coimbatore Kochi Registered Office Campus+ Power Plant Shipyards Offices Knowledge City Leadership Development Academy Corporate Technology and Engineering 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 e r p e r l a i r o t c i p s i h T 12 GLOBALPREsENcE 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 CORPORATE SOCIAL RESPONSIBILITY ANNUAL REPORT 2018-19 CORPORATE SOCIAL RESPONSIBILITY Rainwater harvesting through an anicut, at Village Kemriya, Bhim Block, Rajasthan Contributing towards Social Development and Growth L&T is an engineering and construction conglomerate with a concern for the community. Building on over eight 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 L&T’s 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. In the recent years we consolidated CSR programmes with a focus on certain development areas that align with the global and national development agenda. L&T received the highest ‘4 Good’ rating in the annual The Economic Times ‘2 Good 4 Good’ CSR Rating Scheme based on its performance and impact created in CSR in the period 2016-18. A total of 35 companies participated this year in the rating scheme presented by The Economic Times, with knowledge partner KPMG. Through the CSR theme ‘Building India’s Social Infrastructure’ we are glad to contribute to social change in India. Here is a snapshot of our CSR interventions across four key thrust areas. WATER & SANITATION The Integrated Community Development Program of L&T started in 2014-15, focused on making water - the very ‘necessity of life’ - available to six water stressed districts in Rajasthan, Maharashtra and Tamil Nadu covering 20100 households across an area of 16844 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 1414 Handpump at Village Upla Karkala,Gram Panchayat Lasadiya, Bhim Block in Rajasthan Computer lab set up in Dr. Manibhai Desai Madhyamik and Uchhatar Madhyamic School, Chondha Village, Navsari district, Gujarat contribution of the community, helped in increasing the water level in the water bodies in these villages and retain soil moisture. • The community groups like Village Development Committees (VDCs), Farmers Groups 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. • Agri-based livelihood options were created for additional income generation benefitting 1800 no. of families. WASH Initiatives The Swachha Bharat Program of GOI gave the necessary impetus to initiate the sanitation drive in villages. L&T trained local youth in masonary skills and used local materials to achieve the following: • Community-based monitoring committees to deter open defecation. • Construction of over 4000 well-designed household toilet-cum-bathrooms and over 300 school toilets of which 1108 HH toilets and 117 school toilets were built in 2018-19. This work was recognised under Sanitation Mission of by Government of Rajasthan by awarding it for being the best sanitation programme in the state. Impact • Access to water for drinking, sanitation, irrigation, cultivation of fodder and extra crops • Ensured water availability to 10558 households • Increased land productivity by converting 46% of fallow land to cultivable land • 40 hamlets, 11 revenue villages and 2 gram panchayat are ODF benefitting 1108 families this year • Improved economies, for 18300 households, raising the aspirations of the people The Kookara - Lasariya watershed project, Bhim Block of Rajsamand District Rajasthan, enabled water holding of 6948 lakh litres in one year (2018-19) and made 54 hectares of barren land cultivable. EDUCATION We commit ourselves to fulfill the dream of reaching education to each and every child. This is done by making schools accessible, helping retaining children in school by improving the quality of education in terms of introducing relevant curriculum, improving teaching methods, providing infrastructure for a coducive learning environment in schools and ensuring parent and community partcipation in creating a learning environment at home and in the 1515 CORPORATE SOCIAL RESPONSIBILITY ANNUAL REPORT 2018-19 Science laboratory set up for high school students of Dr. Manibhai Desai Madhyamik and Uchhatar Madhyamic School, Chondha Village, Navsari district, Gujarat About 300 School kits issued to various tribal and rural schools located near SSC Talegaon, Government Primary School at Village Diwad, Block – Maawal, District Pune, Maharashtra community. The future strategic plan for interventions in the education sector includes initiating the STEM Education Project in resource-poor government schools to teach Science and Math through hands-on models and digital content for better comprehension and encouraging curiosity and scientific rigour among students in government schools. Interventions • Basic Infrastructural support includes construction or repairs of the classrooms, toilet blocks and water stations for basic hygiene facilities, midday meal kitchens and sports grounds. • Educational support: Supplies like uniforms, text books, note books and sports kits are provided to under- privileged students in government and unaided low- income schools in rural and tribal villages • Balwadi programme: L&T strengthens early childhood development programme 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 sent to anganwadis provide necessary childhood development activities - Training of Trainers for Balwadi teachers for capacity building • 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 and Technology: - L&T has supported Government initiatives and sponsored Mini Science Centres in rural schools, simplifying complex scientific concepts and equipped science laboratories for practical application of learning - To facilitate the access to e-learning technology rural and tribal students, L&T has provided computer labs and digital classrooms in several peri-urban and 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 16 Mobile Medical van operated by Stree Mukti Sanghatana in New Mumbai slums Patient check-up for TB respiratory diseases at Koldongri TB Clinic School Management Committee (SMC) and parents are invited for a dialogue to encourage students to continue the education, as well as for sustaining L&T’s efforts in future Impact • 350 schools gained better facilities that increased enrolment and retention of students • 2,23,023 students covered through our education projects this year. HEALTH L&T’s CSR programme in the health sector aims at making quality health care services accessible and affordable without anyone having to face financial hardship. L&T focuses on strengthening the government health programme 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. Interventions Health Centres: A team around 90 well-qualified medical and rehabilitation consultants and 3 professionally staffed, well-equipped multi-speciality centres provide the following services: Physical health: Health Centres offer tertiary health services including Family Planning surgeries, Day Care General Surgeries, Endoscopy Procedures and Dental Procedures. It also provides eye check-ups, 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. This year, L&T’s Andheri Health Centre completed 50 years of service. The interior structure was refurbished for better organization and crowd management. The refurbishment increased waiting space and facilitates patient education. There is a separate space for registration, a nurses desk and a dispensary. New services have been introduced, such as Ultrasonography with 2D Echo, spacious pathology with electrolytes, an opthalmology unit and health-check-up packages. Health Camps: • Two mobile health vans cover marginalised communities across in and around Mumbai including Mumbai slums and tribal blocks near Thane and Ahmednagar • Specialised health camps covering Eye care, Anaemia diagnosis and treatment, Basic and rubella vaccination drives, Skin ailments, Geriatric care, Dental, Paediatric and Gynaecological care 17 CORPORATE SOCIAL RESPONSIBILITY ANNUAL REPORT 2018-19 Bar Bending training in progress, CSTI, Serampore, Hooghly, West Bengal Training with Bar-tying machine, CSTI, Serampore, Hooghly, West Bengal • Specialised health promotion programme with focus on hygiene, reproductive health and family life education for children and adolescents in Government remand and corrective homes and homes for neglected children 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). 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% This year a Gene Expert Study machine introduced at Koldongri Clinic as an extension to the TB programme along with appointment of a Laboratory technician Dialysis centres: 3748 dialysis sessions have been conducted with over 50 patients 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. Impact: 255000 Lives touched through various health services SKILL DEVELOPMENT 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 8 states, providing free training in construction skills for the large unorganised workforce in the sector, making them employable. • Vocational 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 skill courses include Tailoring, Embroidery, Beautician Course, Food processing, Home Management, Computer skills and Basic Education and Basic Health. Impact: • 8769 youth completed various courses at CSTIs this year • 19798 people have been trained in employable vocational skills this year. 18 19 ANNUAL BUSiNESS RESPONSiBiLiTY REPORT 2018-2019 L&T is committed to fulfilling its economic, environmental and social responsibilities while conducting its business. it is conscious of its impact on the society it operates in and has systems to either eliminate or control adverse impact. The Company works towards resource conservation, improving social relations with the community in which it operates and generating economic value. L&T’s sustainability roadmap 2021 aligned with Business plan LaKShYa 2021 has produced positive results through various digitalization initiatives. The Business responsibility report (Brr) is prepared in accordance with the national Voluntary Guidelines on Social, Environmental and Economic responsibilities of the Business (nVG – SEE) released by the ministry of Corporate affairs, Government of india. The Brr complies with the regulations 34 (2) (f) of the Securities Exchange Board of india (SEBi) (Listing obligation and Disclosure requirements) regulations 2015. Last year, L&T published its 1st integrated report (ir) 2017-18, as per the international integrated reporting Council (iirC) reporting framework. The externally assured ir was also in accordance with Global reporting initiative (Gri) Standards ‘Comprehensive’ option. From FY2018, the ir has replaced the Sustainability report of the organization. The integrated report and previous Sustainability reports can be accessed 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 2018 - 31st March 2019 7. Sector(s) that the Company is engaged in (industrial activity code-wise): Group Class Sub Class Description 271 2710 manufacture of electric motors, generators, transformers and electricity distribution and control apparatus 282 2824 28246 manufacture of parts and accessories for machinery / equipment used by construction and mining industries 301 3011 30112 Building of warships and scientific investigation ships, etc. 30114 Construction of floating or submersible drilling platforms 410 421 4100 41001 Construction of buildings carried out on own-account basis or on a fee or contract basis 4210 42101 Construction and maintenance of motorways, streets, roads, other vehicular and pedestrian ways, highways, bridges, tunnels and subways 42102 42103 Construction and maintenance of railways and rail-bridges Construction and maintenance of airfield runways 20 Group Class Sub Class Description 422 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 of 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 465 681 252 711 8. List three key products/services that the Company manufactures/provides (as in 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 280.55 crore 2. Total Turnover (inr) : R 86,987.86 crore 3. Total profit after taxes (inr) : R 6,677.70 crore 4. Total Spending on Corporate Social responsibility (CSr) as percentage of profit after tax (%): 1.822% as per the section 135 of the companies act, 2013, the CSr spend is 2.003% of the average net profits 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): 21 Yes. The Business responsibility (Br) initiatives of the company are extended to the Subsidiary/associate Companies and they are also encouraged to participate in Business responsibility initiatives of the parent organization. in addition, companies like L&T Finance holdings, L&T infotech, L&T Technology Services (Listed entities) will have their separate Business responsibility report (Brr) as a part of annual report. L&T hydrocarbon Engineering and other subsidiary companies participate in our Business responsibility 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. 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 : NA • Name : Dr. Hasit Joshipura • Designation : Member, Executive Committee, and Senior Vice President & Head - Electrical & Automation b) Details of the Br head S. No Particulars Details 1. 2. 3. 4. 5. Din number (if applicable) Not Applicable name Designation Telephone number Email iD Major General Gautam kar (Retd.) Head Corporate infrastructure & Administrative Services +91-22-67052447 Sustainability-ehs@Larsentoubro.com 2. 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 22 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. 4 5 6. 7. 8. 9. Do you have a policy/policies for has the policy being formulated in consultation with the relevant stakeholders? Does the policy conform to any national /international standards? if yes, specify? (50 words) has the policy being approved by the Board? Yes. if yes, has it been signed by mD/owner/CEo/appropriate Board Director? Signed by the Group Executive Chairman Does the company have a specified committee of the Board/ Director/official to oversee the implementation of the policy? Yes. Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 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. Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y indicate the link for the policy to be viewed online? www.Lntsustainability.com has the policy been formally communicated 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 redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/policies? Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y Y 10. has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency? 2a. if answer to S. no. 1 against any principle, is ‘no’, please explain why: (Tick up to 2 options) Not Applicable S. No Questions 1. 2. The company has not understood the principles The company is not at a stage where it finds itself in a position to formulate and implement the policies on specified principles P1 ----- ----- P2 P3 P4 P5 P6 P7 P8 P9 23 S. No Questions 3. 4. 5. 6. The company does not have financial or manpower resources available for the task it is planned to be done within next 6 months it is planned to be done within the next 1 year any other reason (please specify) P1 ----- ----- ----- ----- P2 P3 P4 P5 P6 P7 P8 P9 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 Annually • 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 performance annually as per the Global Reporting initiative (GRi) framework since 2008. From 2017-18, the Sustainability Reports have been replaced by integrated Report (iR) which follows GRi Standards as well as international integrated Reporting Council (iiRC) framework. The integrated Report is externally assured. We are following GRi Standard and 2017-18 report was ‘in Accordance – Comprehensive’ report. The reports can be accessed at www.Lntsustainability.com and sustainabilityreport.Larsentoubro.com. 24 SECTiON E Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability at Larsen & Toubro, Corporate Governance is fundamental to the business and core to its existence. The philosophy is based on the transparent governance & disclosure practices, respect for human rights and individual dignity and adherence to norms of moral and professional conduct. L&T is a professionally managed indian multi- national, committed to total customer satisfaction and enhanced value creation. The Vision of the company is inclusive, with a culture of caring and trust supplemented by corporate policies. These are also applicable to all subsidiary and associate companies. The Company has laid down its Code of Conduct (CoC) which is applicable to Board members, senior management and employees. The objective is to remain committed, vigilant towards ethical conduct of business processes. all employees need to adhere to and provide an annual declaration for their compliance with the CoC. The objective is to increase the understanding and instill a sense ownership of the Company. The CEo & mD provided an annual declaration by the Board members and senior management to CoC and affirms its compliance. The CoC is available at www.larsentoubro.com and periodical training is conducted for relevant stakeholders to make them aware of the CoC and amendments. all new employees undergo training on the CoC in the induction program. The training module on CoC is also hosted on L&T’s web-based any Time Learning (aTL) portal. The Graduate Engineering Trainees (GETs) and post Graduate Engineering Trainees (pGETs) also learn about the CoC in the ‘praYaG’ & ‘SWaGaT’ (special orientation) training modules. at the apex level in the governance structure, a CoC committee comprising minimum five board members meet at least twice a year to review the CoC and ensure implementation across the organization. This apex committee coordinates, interacts and provides feedback to the Executive Committee (E Com) on all issues pertaining to the CoC. The Compliance officer of the organization also acts as Ex-officio secretary of the apex committee. its key function is to ensure implementation of the CoC across the organization, review all the instances of non-compliance and augment the CoC if required. The Compliance officer also oversees the function of unit-level CoC committees. All L&T vendors and suppliers sign a Combined Code of Conduct covering various aspects of governance. at the unit level, the CoC committee comprises four members from heads of human resources (hr), operations and accounts department. The committee is chaired by the unit head and meets at least once a quarter. The role of the unit committee comprises creating awareness amongst employees, motivating them to adhere to the CoC and monitoring compliance. The investigation of non-compliance cases, and reporting to the apex level committee is also done by the unit CoC committee. Senior officers from various locations are appointed as coordinators for the respective locations/businesses/ corporate departments. The objective is to inculcate good governance practices amongst employees. This ultimately boosts L&T’s brand value. 25 Whistle Blower Policy The policy was formulated in 2004, and is periodically reviewed and updated. The objective is to have a vigilance mechanism in place for directors, senior management and employees to report their concerns about potential, suspected and actual frauds, unethical, and violation to the clauses of the CoC. The Whistle Blower policy is an effective method available to employees to fearlessely report any wrong practices, unethical behavior or non-compliance which may have a detrimental impact on the organization including financial damage and its brand devaluation. During 2018-19, a total of 51 Complaints were received through whistleblower policy and all these complaints were scrutinized and addressed in accordance with the Company’s protocol. 50 complaints were resolved and one complaint is in the process of being resolved. The Whistle Blower investigation committee and management maintain the anonymity of the whistleblower at all times. The stakeholder complaints are included in the director’s report section of the annual report. From the last two years, the Whistleblower policy has been extended to suppliers and contractors as well to enable them to report their concerns about unethical behavior, misconduct, violation of legal and other requirements, improper practices, actual or suspected fraud by the company official without the fear of unfair treatment or punishment (including loss of business). The senior management and the audit committee of the Board are apprised of the internal processes on a periodical basis, which covers internal controls, statutory compliance, and assurance. The Company has established a Combined Code of Conduct for the suppliers and vendors which covers various aspects, such as compliance with environmental regulations, health & safety, labour practices, human rights aspects, minimum wages rule, freedom of association and collective bargaining, prohibition on child labour, forced & compulsory labour, ethical behavior, reducing negative impact on society due to their operations, transparency in business processes and environment conservation. a new supplier needs to sign this combined CoC when he/she wants to do business with the Company. So far more than 22,000 suppliers have signed this CoC. Training workshops, including capacity building programmes, are periodically conducted for vendors and sub-contractors which cover topics from Environment, health & Safety (EhS), human rights, business process improvements and sustainability. The Company ensures compliance by vendors and suppliers to combined CoC through periodic quality appraisal, EhS audits, and assessments. 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 endeavor 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 and certified Green Campus (LDa Lonavala). our 24 campuses have adopted the zero- wastewater discharge approach and continue to ensure water positive status. Energy efficiency programmes and climate change mitigation measures are extensively implemented across L&T, contributing to 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 26 227 MLD Water Treatment Plant, Kolkata, West Bengal L&T offers a variety of energy-saving low voltage switchgear and coal gasifiers. Our green portfolio is focused on minimizing 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 the 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) are extensively practiced by our infrastructure business. The Sustainability Roadmap 2021 targets increasing recycling/ use of recycled material by 5%. Fly ash substitutes cement in construction, 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 requirements, 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 help L&T to become a truly global conglomerate. The Company nurtures its talent by motivating 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 include Human Rights clauses. These causes are part of our contracts with suppliers, partners, NGOs and extended across our supply chain. The Company recognizes the employees’ right to form unions and associations affiliated with trade unions at its 27 Image Image L&T’s 24-acre Leadership Development Academy at Lonavala L&T promotes good electrical practices among both employees and customers manufacturing campuses 5.75% of permanent employees are covered under the unionized employee category. L&T has provided direct employment to 90 Persons With Disabilities (PWDs) and the supply chain has employed 41 Persons With Disabilities. In 2018-19, 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 Number of permanent women employees Number of contract workmen 2822 2,93,662 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 behavioral areas. Employees are given opportunities for higher education through sponsorship in reputed colleges and by way of corporate tie-ups. 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. The ATLNext, a learning process automation, and analytical platform has been hosted since last two years. 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, 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 PhD. 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 28 Image L&T’s unique Safety Innovation School fosters a ‘safety culture’ across the workforce 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’. 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 the commencement of work. L&T is the first corporate organization in India to be accredited as ‘Course Provider’ by the National Examination Board in Occupational Safety & Health (NEBOSH), United Kingdom (UK) for delivering the International General Certificate and by the Institution of Occupational Safety & Health (IOSH), the UK for delivering their course. More than 4.1 million man-hours of safety training were provided in FY 2018-19 to our workforce. Our wellness programme ‘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 enhancing 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. L&T maps both internal and external stakeholders along with vulnerable, marginalized and disadvantaged stakeholders. This enables us to understand that our 29 L&T helps rural communities accelerate development by joining the Digital Highway L&T engineers make models to help make STEM concepts easier to grasp 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. ‘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. We use the following communication channels to engage with various stakeholders: External Stakeholders Stakeholders Engagement Modes L&T is a pioneer in providing a counseling help-line for its employees and their families in India in collaboration with Tata Institute of Social Science (TISS). Shareholders and investors 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 30 Press Release, 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 (Shareholders interaction), Investors meet and shareholder visits to works, corporate website Suppliers/ Contractors Regular supplier, dealer and stockiest meets Media Press Releases, Quarterly Results, Annual Reports, Sustainability Reports, AGM (Shareholders interaction), Access information & respond to queries L&T holds supplier meets to enhance supplier’s knowledge of new products L&T has a number of policies to ensure non- discrimination of any form Community Periodic feedback mechanism Customers Regular business interactions, Client satisfaction surveys Government Press Releases, Quarterly Results, Annual Reports, Sustainability Reports For Internal stakeholders Employees Employee satisfaction surveys 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 Principle 5: Business should respect and promote Human Rights L&T is an Indian Multi-National Company (MNC) with a presence in over 35 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 is 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, the 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 the Workplace is implemented to address sexual harassment at the workplace. We conduct periodical training for employees on various aspects of 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 31 L&T regularly organizes tree plantation drives in and around its campuses and worksites Our water conservation efforts have resulted in all 24 of L&T’s campuses being water positive Workers (Regulation of Employment and Conditions of Service) Act 1996, the Industrial Disputes Act 1947 and amendments thereof. Four complaints of sexual harassment at workplace 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 complaint 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 Environmental 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 considerations 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 L&T’s 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 the regional and global level) and how these can adversely impact their operations. We also share with our vendors, opportunities and benefits made available by following sustainability practices. More than 22,000 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 2018-19. Water conservation and rainwater harvesting are practiced within our premises; additionally, our community interventions consist of rainwater 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 32 Alternative energy sources at L&T campuses help lower the Company’s carbon footprint L&T’s green portfolio includes green buildings and a large number of eco-friendly products, systems and solutions. 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). We maintained the Carbon Neutrality for two of our Campuses, i.e. Powai (Mumbai) and Chennai in 2018-19 as well. 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 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 the compliance to environmental regulations, including submission of the compliance report to the regulatory agency. During 2018-19, there were no pending or unresolved show cause / legal notices from CPCB / SPCB. Renewable energy at manufacturing campuses is utilized, wherever feasible. Currently, eight 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 the sustenance of human lives on this planet. L&T undertakes tree plantation both within and outside its premises (as part of its CSR programme) and engage with agencies / NGOs to conduct plantation at public places, national parks and on Government land. During the year 2018-19 more than 2,50,000 trees were planted by our people in project locations across India. We have planted more than 7 lakh trees in the 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 We engage 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. 33 L&T actively promotes best practices in business communications through industry bodies like the ABCI L&T has been recognized for its sanitation efforts by the FICCI - Sanitation Council 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 Excellence 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 a 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- related 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. Principle 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 impact. The CSR interventions of the company are based on the CSR Policy and one in line with the Companies Act 2013 and CSR Rule 2014. The CSR Committee of the Board oversees the implementation of CSR programmes 34 L&T has built over 200 check dams in water stressed areas Over 5000 L&T employee volunteers ( L&Teers) give back to society in a myriad ways on a project mode through the 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 i.e. Water & Sanitation, Education, Health and Skill-Development, as mentioned below: Water & Sanitation • Implementation of Integrated Community Development (ICD) Programme with the objective to make safe drinking water available for communities staying in the water-stressed regions of Maharashtra, Tamil Nadu and Rajasthan • Creating access to sanitation facilities for the communities by building toilets and bathrooms • Implementing soil and moisture conservation programmes, building water harvesting structures, check dams, field bunds and promoting other agricultural techniques • Conducting tree plantation drives in and around L&T facilities and at ICD locations • Number of beneficiaries: 1,25,535 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, building and equipping computer labs, providing teaching aids and running capacity building programmes for teachers • STEM (Science, Technology, Engineering and Math) Education infrastructure support and capacity building of teachers and students • Running urban and rural community learning centres to provide after-school academic support to children from disadvantaged communities and helping them to cope with their curriculum and prevent them from dropping out • L&T Employee Volunteering Programme through which ‘L&Teers’ help augment the running of urban community learning centres • Conducting workshops on life skills and awareness on social issues • Conducting summer camps, sports activities and extracurricular activities to help children expand their horizons • Number of beneficiaries: 2,42,984 Health • Providing health and welfare activities for the underprivileged across L&T’s facility/site locations in India 35 L&T’s healthcare facilities reach the neediest, at the last mile L&T’s runner processing machinery adds value to tyre majors around the world • Conducting malnutrition and anaemia mitigation camps • 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 10 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: 2,55,000 Skill-development • Providing free training in various construction skills like bar bending, formwork carpentry, masonry, scaffolding, welding, electric wiring, etc. through Construction Skills Training Institutes (CSTIs) to rural and urban youths to enhance their employability • Vocational training programmes for women: Tailoring, beautician, home nursing and food processing courses • Imparting vocational training skills among physically and mentally-challenged individuals • Imparting skills and development of self-help groups at ICD locations • Collaboration with state run technical institutes (ITIs) • Number of beneficiaries: 28,567 The Company contributed R 121.68 Crores in 2018-19 towards CSR activities as per the Companies Act 2013. Principle 9: Engage with and provide value to customers Projects, products and services designed, developed and executed by L&T are significant in India as well as in select geographies. L&T offers products and services in diverse fields keeping in mind changing customer demands and market trends. Such changes are also incorporated into training, R&D, design & testing, manufacturing, construction process and customer interactions. 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 in its business model. We have a robust EHS management framework complemented by the active involvement of our vendors and contractors working at our campuses and project 36 L&T’s high-tech asset management solutions help clients enhance their productivity Digitalization initiatives across the Company enhance execution excellence training and capacity building programmes for customers. Inputs received through customer feedback sessions are incorporated into our operations. Senior management actively reviews customer feedback and suggests corrective and/or preventive action as required. All of 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. 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 fulfil the various needs of its customers. Our products are tested against the most 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. Providing training to our product users / clients forms an integral part of our services including training on preventive maintenance. Adequate labelling is put on the products for ease in understanding during transportation and use of products. 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. In all its products and service offerings, L&T engages with customers through regular customer meets, customer satisfaction surveys and market-based research, including 37 ANNEXURE: MAPPING TO THE SEBI FRAMEWORK Question Reference Section Description Page Number Section A: General information about the Company 1. Corporate identity number (Cin) of the Company 2. name of the Company 3. registered address 4. Website 5. Email id 6. 7. Sector(s) that the Company is engaged in (industrial Financial Year reported activitycode-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 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 (%) ar ar ar ar ar ar ar ar ar ar ar ar 5. List of activities in which expenditure in 4 above has been incurred: ar 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) ar ar 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%] 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 • e-mail ID 38 20 20 20 20 20 20-21 21 21 21 21 21 21 21 21 21 21 21 21-22 22 ar 22-23 Description Page Number 24 24 25-26 25-26 26-27 26-27 26-27 26-27 26-27 Question 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. Reference Section ar Does the Company publish a Br or a Sustainability report? What is the hyperlink for viewing this report? how frequently it is published? ar Section E: Principle-wise Performance Principle 1: 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? ar how many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? 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? 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. ar ar ar ar ar The Company is a leading EpC solution provider for Solar photo Voltaic (pV) based power plants helping customers save on the energy bills and contribute to reduction of GhG emissions from consumption of indirect energy. 39 Question Reference Section Description Page Number 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 and members of this recognized employee association? please indicate the number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the finacial year. What percentage of your under-mentioned employees were given safety and skill upgradation 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 & 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 relate 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? 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. 40 27-29 27-29 27-29 29-31 29-31 31-32 31-32 32-33 32-33 32-33 32-33 32-33 32-33 32-33 Question Reference Section Description Page Number Principle 7: Responsible Public Advocasy 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? 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 33-34 34-36 34-36 34-36 34-36 34-36 36-37 36-37 36-37 41 10 YEAR HIGHLIGHTS ANNUAL REPORT 2018-19 STANDALONE FINANCIALS-10 YEAR HIGHLIGHTS Description 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 Ind AS IGAAP v crore 2010-11 $$ 2009-10 Statement of Profit and Loss Gross revenue from operations 86988 74612 66301 63813 57558 57164 52196 53738 44296 37356 PBDIT^^ 8684 7701 6481 5829 6488 6667 5473 6283 5640 4816 Profit after tax (excluding extraordinary/exceptional items) 6363 4861 4560 4454 4699 4905 4169 4413 3676 3185 Profit after tax (including extraordinary/exceptional items) 6678 5387 5454 5000 5056 5493 4384 4457 3958 4376 Balance Sheet Net worth Loan funds 52551 49174 46013 42135 37085 33662 29291 25223 21846 18312 10192 10561 10558 13924 12936 11459 8478 9896 7161 6801 Capital employed 62743 59735 56571 56059 50021 45121 37769 35119 29007 25113 Ratios and statistics PBDIT as % of net revenue from operations @ PAT as % of net revenue from operations $ RONW % * 9.98 10.34 9.86 9.23 11.38 11.78 10.60 11.82 12.84 13.00 7.68 7.23 8.30 7.91 8.87 9.71 8.50 8.38 9.01 11.82 13.22 11.32 12.37 12.39 14.30 17.46 16.06 18.95 19.73 28.49 Gross Debt: Equity ratio 0.19:1 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 Basic earnings per equity share (R) # 47.63 38.46 39.00 35.81 36.31 39.57 35.55 32.41 29.04 32.79 Book value per equity share (R) ## 374.63 350.90 328.79 301.57 265.85 241.97 211.39 182.90 159.31 134.98 Dividend per equity share (R) ## 18.00 16.00 14.00 12.17 10.83 9.50 8.22 7.33 6.44 5.56 No. of equity shareholders 10,21,275 8,99,902 9,23,628 10,28,541 8,53,824 832,831 854,151 926,719 8,53,485 8,14,678 No. of employees 44,761 42,924 41,466 43,354 44,081 54,579 50,592 48,754 45,117 38,785 Figures for 2015-16 to 2018-19 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 extraordinay/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 extraordinay/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 2009-10 to 2011-12 include Hydrocarbon business which has been transferred w.e.f April 1, 2013 to a wholly owned subsidiary. 42 CONSOLIDATED FINANCIALS-10 YEAR HIGHLIGHTS Ind AS IGAAP v crore Description 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 2009-10 Statement of Profit and Loss Gross revenue from operations 141007 119862 110011 101975 92762 85889 75195 64960 52470 44310 PBDIT^^ 16325 13641 11130 10463 11258 10730 9929 8884 7677 6423 Profit attributable to Group shareholders (excluding extraordinary/exceptional items) Profit attributable to Group shareholders (including extraordinary/exceptional items) Balance Sheet Net worth 8713 7151 5920 4154 4470 4547 4911 4649 4238 3796 8905 7370 6041 4233 4765 4902 5206 4694 4456 5451 62375 54904 50217 44180 40909 37712 33860 29387 25051 20991 Non-controlling interest 6826 5201 3564 2893 4999 3179 2653 1753 1026 1087 Loan funds Capital employed Ratios and statistics PBDIT as % of net revenue from operations @ PAT as % of net revenue from operations $ 125555 107524 93954 88135 90571 80330 62672 47150 32798 22656 194756 167629 147735 135208 136479 121221 99185 78290 58875 44734 11.58 11.40 10.18 10.35 12.24 12.60 13.33 13.81 14.75 14.61 RONW % * 15.35 14.12 12.80 6.32 6.16 5.53 4.19 9.91 5.18 5.76 6.99 7.30 8.56 12.40 12.13 13.71 16.47 17.26 19.38 31.23 Gross debt: Equity ratio 1.81:1 1.79:1 1.75:1 1.87:1 2.21:1 2.13:1 1.85:1 1.61:1 1.31:1 1.08:1 Basic earnings per equity share (R) # 63.51 52.62 43.20 30.32 34.22 35.31 37.69 34.14 32.69 40.84 Book value per equity share (R) ## 444.67 391.78 358.83 316.20 293.29 271.10 244.40 213.09 182.65 154.70 Dividend per equity share (R) ## 18.00 16.00 14.00 12.17 10.83 9.50 8.22 7.33 6.44 5.56 Figures for 2015-16 to 2018-19 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 has 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 respective years. 43 GRAPHS ANNUAL REPORT 2018-19 L&T CONSOLIDATED - ORDER INFLOW L&T CONSOLIDATED - SEGMENT-WISE ORDER INFLOW 2018-19 e r o r c v 190000 – 170000 – 150000 – 130000 – 110000 – 90000 – 70000 – 50000 – 30000 – – 16% 152908 35853 142995 7% 41507 101488 117055 176834 46805 130029 2016-17 Domestic – 2017-18 – 2018-19 – International 5142 3% 5068 3% 95743 54% 12638 7% 14371 8% 27871 16% 6017 3% 3016 2% 4049 2% 2919 2% v crore Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others L&T CONSOLIDATED - GROSS REVENUE FROM OPERATIONS L&T CONSOLIDATED - SEGMENT-WISE EXTERNAL REVENUE 2018-19 150000 – 130000 – 110000 – 90000 – 70000 – e r o r c v 110011 9% 37654 5696 4% 5068 4% 72418 51% 18% 119862 39699 80163 141007 45109 95898 12638 9% 14371 10% 15132 11% 50000 – 72357 30000 – – 2016-17 Domestic – 2017-18 – 2018-19 – International 5787 4% 3752 3% 2174 1% 3971 3% v crore Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others L&T CONSOLIDATED - ORDER BOOK L&T CONSOLIDATED - SEGMENT-WISE ORDER BOOK 2018-19 310000 – 260000 – 210000 – 160000 – 110000 – e r o r c v 261341 1% 263107 12% 69757 62506 191584 200601 293427 63266 230161 60000 – – As at 31-3-2017 – As at 31-3-2018 – As at 31-3-2019 – Domestic International 44 5843 2% 39717 13% 2647 1% 221850 76% 11532 4% 4760 2% 7078 2% v crore Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation Hydrocarbon Others L&T CONSOLIDATED - PBDIT AS % OF NET REVENUE FROM OPERATIONS L&T CONSOLIDATED - PAT AND RONW % 17000 – 15000 – 13000 – 11000 – e r o r c v 9000 – 7000 – 5000 – – 16325 11.6 13641 11.4 11130 10.1 2016-17 2017-18 2018-19 – – – 14.0 – 13.5 – 13.0 – 12.5 – 12.0 – 11.5 – 11.0 – 10.5 – 10.0 – 9.5 – 9.0 – e g a t n e c r e P e r o r c v 10000 – 9000 – 8000 – 7000 – 6000 – 5000 – 4000 – – – 24.0 8905 – 22.0 7370 14.1 15.3 6041 12.8 2016-17 2017-18 2018-19 – – e g a t n e c r e P – 20.0 – 18.0 – 16.0 – 14.0 – 12.0 – 10.0 – PBDIT PBDIT as % of net revenue from operations PAT RONW L&T CONSOLIDATED - SEGMENT-WISE EBIT (SEGMENT RESULTS) L&T CONSOLIDATED - SEGMENT-WISE NET ASSETS 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – e r o r c v 0 4 4 5 9 8 3 5 2017-18 2018-19 4 8 0 3 3 5 0 3 7 4 1 2 1 4 4 1 3 8 1 1 6 7 7 4 1 3 6 9 1 8 7 1 1 0 5 8 2 7 7 9 6 6 7 8 0 4 3 1 5 0 2 4 6 1 2 7 4 0 2 1 25000 – 0 4 9 3 2 0 5 2 2 2 20000 – 15000 – e r o r c v 10000 – 5000 – 31.03.2018 31.03.2019 6 1 1 3 2 6 8 2 3 0 1 5 2 2 2 4 2 9 1 1 4 4 8 0 1 3 2 0 8 2 2 8 2 1 2 5 8 3 1 1 3 6 1 2 5 6 2 9 1 9 6 8 1 1 8 9 6 9 1 7 0 7 1 8 3 5 1 0 6 7 4 8 8 5 – – – – – – – – – – – – – – – – – – – – – – 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 e c n e f e D g n i r e e n g n E i & 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 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 e c n e f e D g n i r e e n g n E i & 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 Total Segment wise EBIT (segment results) 2017-18 : R 12336 crore and 2018-19 : R 15733 crore Segment wise Net Assets as at 31.03.2018 R 74271 crore and as at 31.03.2019 R 81360 crore L&T CONSOLIDATED - EPS L&T STANDALONE - EPS & DPS v n i 70.00 – 60.00 – 50.00 – 40.00 – 30.00 – 20.00 – 10.00 – 0.00 – – 63.51 52.62 43.20 2016-17 – 2017-18 – 2018-19 – Earning per share 50.00 – 45.00 – 40.00 – 39.00 38.46 47.63 35.00 – v n i 30.00 – 25.00 – 20.00 – 15.00 – 10.00 – – 14 16 18 2016-17 – 2017-18 – 2018-19 – Earning per share Dividend per share 45 ROUTE MAP ANNUAL REPORT 2018-19 46 i p a l c M u n i 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 Fourth Annual General Meeting of LARSEN & TOUBRO LIMITED will be held at Birla Matushri Sabhagar, 19, Marine Lines, Mumbai - 400 020 on Thursday, August 1, 2019 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, 2019 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, 2019; 2) To declare a dividend on equity shares; 3) To appoint a Director in place of Mr. M.V. Satish (DIN: 06393156), who retires by rotation and is eligible for re-appointment; 4) To appoint a Director in place of Mr. Shailendra Roy (DIN: 02144836), who retires by rotation and is eligible for re-appointment; 5) To appoint a Director in place of Mr. R. Shankar Raman (DIN: 00019798), who retires by rotation and is eligible for re-appointment; 6) To appoint a Director in place of Mr. J.D Patil (DIN: 01252184), who retires by rotation and is eligible for re-appointment; 7) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV to the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. M.M. Chitale (DIN: 00101004) who was appointed as an Independent Director of the Company for a term upto March 31, 2019 by the shareholders and in respect of whom the Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013 proposing his candidature for the office of a Director be and is hereby re-appointed as an Independent Director of the Company for a term of five years with effect from April 1, 2019 to March 31, 2024.“ 8) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV to the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and Regulation 17(1A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. M. Damodaran (DIN: 02106990) who was appointed as an Independent Director of the Company for a term upto March 31, 2019 by the shareholders and in respect of whom the Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013 proposing his candidature for the office of a Director be and is hereby re-appointed as an Independent Director of the Company for a term of five years with effect from April 1, 2019 to March 31, 2024 and also continue as an Independent Director of the Company after he attains the age of 75 years.” 47 NOTICE ANNUAL REPORT 2018-19 9) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: 11) To consider and, if thought fit, to pass as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV to the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Vikram Singh Mehta (DIN: 00041197) who was appointed as an Independent Director of the Company for a term upto March 31, 2019 by the shareholders and in respect of whom the Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013 proposing his candidature for the office of a Director be and is hereby re-appointed as an Independent Director of the Company for a term of five years with effect from April 1, 2019 to March 31, 2024.“ 10) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder read with Schedule IV to the Companies Act, 2013 (including any statutory modifications or re-enactment(s) thereof for the time being in force) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Adil Zainulbhai (DIN: 06646490) who was appointed as an Independent Director of the Company for a term upto May 29, 2019 by the shareholders and in respect of whom the Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013 proposing his candidature for the office of a Director be and is hereby re-appointed as an Independent Director of the Company for a term of five years with effect from May 29, 2019 to May 28, 2024“ “RESOLVED THAT the scale of salary per month of Mr. S.N Subrahmanyan (DIN: 02255382), Chief Executive Officer and Managing Director of the Company approved by the Members at the Annual General Meeting held on August 22, 2017 be substituted with the following scale, with effect from April 1, 2020 and all other terms and conditions of appointment shall remain the same– Salary: R 23,20,000 - R 1,60,000 - R 24,80,000 with an annual increment due on April 1 every year.“ 12) To consider and, if thought fit, to pass as an ORDINARY RESOLUTION the following: “RESOLVED THAT the scale of salary per month of Mr. R. Shankar Raman (DIN: 00019798), Chief Financial Officer and Whole-time Director of the Company approved by the Members at the Annual General Meeting held on August 26, 2016 be substituted with the following scale with effect from April 1, 2020 and all other terms and conditions of appointment shall remain the same– Salary: R 16,25,000 - R 1,00,000 - R 17,25,000 with an annual increment due on April 1 every year.“ 13) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: “RESOLVED THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, (including any statutory modification or re-enactment(s) thereof for the time being in force) as amended from time to time, and subject to the approval of the Registrar of Companies, Maharashtra, Mumbai (“ROC”) and/ or of any other statutory or regulatory authority, as may be necessary, Clause III (Objects Clause) of the Memorandum of Association of the Company, be and is hereby altered by inserting the following Clause (ee) after the existing Clause III(e) ‘(ee) To carry on business of, designing, engineering, developing, converting, manufacturing, integrating, constructing, importing, exporting, trading, acting as agents / dealers, selling or otherwise disposing of, distributing, installing, commissioning, Through Life Support, of all kinds of defence, space and aerospace platforms, 48 embedded software solutions, systems, arms, sensors, goods, equipment, sub-systems, parts and components, consumables thereof, and / or infrastructure in connection therewith including upgradation, refit, retrofitment, refurbishment and renovation thereof and any other hardware or software in connection with the above; providing all ancillary and / or related life cycle services in connection therewith, including but not limited to, supervision, operation & maintenance, warranty services; to carry out all activities for or in connection therewith or related thereto; RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this Resolution, including agreeing to any change to the aforesaid Clause III(ee) of the Memorandum of Association of the Company, as may be required by the ROC and/or any statutory/regulatory authority.” 14) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: “RESOLVED THAT in supersession of the resolution no. 11 passed by the Members at the 72nd Annual General Meeting of the Company held on August 22, 2017 in this regard and in accordance with the provisions of Sections 41, 42, 62 and other applicable provisions, if any of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof for the time being in force) as amended from time to time, Foreign Exchange Management Act, 1999, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI Regulations’), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, enabling provisions in the Memorandum and Articles of Association of the Company as also provisions of any other applicable laws, rules and regulations (including any amendments thereto or re-enactment(s) thereof for the time being in force) and subject to such approvals, consents, permissions and sanctions of the Securities and Exchange Board of India (SEBI), Government of India (GOI), Reserve Bank of India (RBI) and all other appropriate and/ or concerned authorities, or bodies and subject to such conditions and modifications, as may be prescribed by any of them in granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company (‘Board’) (which term shall be deemed to include any Committee which the Board may have constituted or hereafter constitute for the time being exercising the powers conferred on the Board by this resolution), the Board be and is hereby authorized to offer, issue and allot in one or more tranches, to Investors whether Indian or Foreign, including Foreign Institutions, Foreign Institutional Investors, Foreign Portfolio Investors, Foreign Venture Capital Fund Investors, Venture Capital Funds, Non-resident Indians, Corporate Bodies, Mutual Funds, Banks, Insurance Companies, Pension Funds, Individuals or otherwise, whether shareholders of the Company or not, through an issue of convertible bonds and/or equity shares through depository receipts, including by way of Qualified Institutions Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) in terms of Chapter VI of the SEBI Regulations, through one or more placements of Equity Shares (hereinafter collectively referred to as “Securities”), whether by way of private placement or otherwise as the Board may determine, where necessary in consultation with the Lead Managers, Underwriters, Merchant Bankers, Guarantors, Financial and/or Legal Advisors, Rating Agencies/ Advisors, Depositories, Custodians, Principal Paying/Transfer/Conversion agents, Listing agents, Registrars, Trustees, Auditors, Stabilizing agents and all other Agencies/Advisors so that the total amount raised through issue of the Securities shall not exceed INR 4000 Crore (Rupees Four Thousand Crore only) or US $600 Mn (US Dollars Six Hundred Million), if higher. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby also authorised to determine the form, terms and timing of the issue(s), including the class of investors to whom the Securities are to be allotted, number of Securities to be allotted in each tranche, issue price, face value, premium amount in issue/ conversion/ exercise/ redemption, rate of interest, redemption period, listings on one or more stock exchanges in India or abroad as the Board may in its absolute discretion deems fit and to make and accept any modifications in the proposals as may be required by the authorities involved in such issue(s) in India and/ or abroad, to do all acts, deeds, matters and things and to settle any questions or difficulties that may arise in regard to the issue(s). 49 NOTICE ANNUAL REPORT 2018-19 RESOLVED FURTHER THAT in case of QIP issue it shall be completed within 12 months from the date of passing of this resolution. RESOLVED FURTHER THAT in case of QIP issue the relevant date for determination of the floor price of the Equity Shares to be issued shall be - i) ii) in case of allotment of equity shares, the date of meeting in which the Board decides to open the proposed issue in case of allotment of eligible convertible securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares, as may be determined by the Board. RESOLVED FURTHER THAT the Equity Shares so issued shall rank pari passu with the existing Equity Shares of the Company in all respects. RESOLVED FURTHER THAT the Equity Shares to be offered and allotted shall be in dematerialized form. RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Securities, the Board, be and is hereby authorised on behalf of the Company to do all such acts, deeds, matters and things as it may, in absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of the terms thereof, for entering into arrangements for managing, underwriting, marketing, listing and trading, to issue placement documents and to sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to such offer(s) or issue(s) or allotment(s) as it may, in its absolute discretion, deems fit. RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Lead Manager(s) in offerings of Securities and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, agreements, memoranda, documents, etc. with Lead Manager(s) and to seek listing of such securities. RESOLVED FURTHER THAT the Company do apply for listing of the new Equity Shares as may be issued with the BSE Limited and National Stock Exchange of India Limited or any other Stock Exchange(s). RESOLVED FURTHER THAT the Company do apply to the National Securities Depository Limited and/ or Central Depository Services (India) Limited for admission of the Securities. RESOLVED FURTHER THAT the Board be and is hereby authorised to create necessary charge on such of the assets and properties (whether present or future) of the Company in respect of Securities and to approve, accept, finalize and execute facilities, sanctions, undertakings, agreements, promissory notes, credit limits and any of the documents and papers in connection with the issue of Securities. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers in such manner as they may deem fit.” 15) 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 the provisions of 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 13.00 lakhs plus applicable taxes and out of pocket expenses at actuals for travelling and boarding/lodging for the financial year ending March 31, 2020 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 2019-20.” By Order of the Board of Directors For LARSEN & TOUBRO LIMITED N. HARIHARAN COMPANY SECRETARY M.NO – A3471 Mumbai, May 10, 2019 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 15 set out above is annexed hereto. 50 [b] A MEMBER ENTITLED TO ATTEND AND VOTE IS [g] All documents referred to in the accompanying 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 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 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, July 30, 2019. [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 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, July 26, 2019 to Thursday, August 1, 2019 (both days inclusive). [e] Members are requested to furnish bank details, email address, change of address etc. to Karvy Fintech 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, July 25, 2019, 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. Notice and the Explanatory Statement 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 83 84 85 86 87 88 89 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 23.08.2018 31.03.2018 28.09.2025 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 email 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 2018-19 transferred to the IEPF Authority all shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years as on the due date of transfer i.e November 1, 2018. 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 website: www.iepf.gov.in. 51 NOTICE ANNUAL REPORT 2018-19 [l] SEBI has decided that securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019. In view of the above and to avail various benefits of dematerlisation, members are advised to dematerialize shares that are held by them in physical form. [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 Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Standard 2 of the Secretarial Standards on General Meetings and Regulation 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 venue of the AGM (remote e-voting) will be provided by Karvy Fintech 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, July 25, 2019 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. The members who 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, July 29, 2019 at 9.00 a.m. and ends on Wednesday, July 31, 2019 at 5.00 p.m. During this period members of the Company holding shares either in physical or dematerialised form, as on the cut-off date of Thursday, July 25, 2019 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 Thursday, July 25, 2019, i.e. the commencement of the book closure date 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 Thursday, July 25, 2019 may approach the Company 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, (Membership No. 4206, COP No. 1774) or failing him Mrs. Aparna Gadgil, Practicing Company Secretary, (Membership No. 14713, 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 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 52 shall comprise of minimum 8 characters with at least one upper case (A-Z), one 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 https://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) above in (A), 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 Regulation 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 has cast his vote by remote e-voting then he will not be eligible to vote at the Meeting. 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 https://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 53 NOTICE ANNUAL REPORT 2018-19 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 Online Query Module to enable the Members to seek informations / clarifications pertaining to the Annual Report in advance. Members can post their queries related to the 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: Pursuant to Regulation 44(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. [q] KPRISM- Mobile service application by Karvy Members are requested to note that Karvy has launched a new mobile application - KPRISM and website https://kprism.karvy.com for online service to shareholders. Shareholders can download the mobile application, register themselves (onetime) for availing 54 host of services viz., consolidated portfolio view serviced by Karvy, Dividends status and send requests for change of Address, change / update Bank Mandate. Shareholders can also download Annual reports, standard forms and keep track of upcoming General Meetings , IPO allotment status and dividend disbursements. The mobile application is available for download from the Android Play Store. Shareholders can also scan the below QR code or alternatively visit the link https://kprism.karvy.com/app/ to download the mobile application. 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 15 of the accompanying Notice dated May 10, 2019. Item No. 7: Mr. M.M Chitale (DIN: 00101004) was appointed as an Independent Director of the Company with effect from April 1, 2014 to March 31, 2019. Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board Report. The Board of Directors at its meeting held on March 5, 2019 on the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Mr. Chitale as Independent Director of the Company for a second and final term of five years with effect from April 1, 2019 to March 31, 2024 based on his skills, experience, knowledge and report of his performance evaluation. His re-appointment is subject to the approval of the shareholders at this Annual General Meeting by way of a Special Resolution. The Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Independent Director of the Company. In the opinion of the Board, Mr. Chitale fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and LODR Regulations for his re-appointment as an Independent Director of the Company and is independent of the management. A copy of the letter for appointment of Mr. Chitale as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the Members at the Registered Office of the Company. The Board considers that his association would be of immense benefit to the Company as it has been beneficial in the past and it is desirable to avail services of Mr. Chitale as an Independent Director. Accordingly, the Board recommends the resolution in relation to the re-appointment of Mr. Chitale as an Independent Director, for the approval by the shareholders of the Company. Except Mr. M.M Chitale, being the 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: Mr. M. Damodaran (DIN: 02106990) was appointed as an Independent Director of the Company with effect from April 1, 2014 to March 31, 2019. Pursuant to the provisions of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board Report. The Board of Directors at its meeting held on March 5, 2019 on the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Mr. Damodaran as Independent Director of the Company for a second and final term of five years with effect from April 1, 2019 to March 31, 2024 based on his skills, experience, knowledge and report of his performance evaluation. His re-appointment is subject to the approval of the shareholders at this Annual General Meeting by way of a Special Resolution. The Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Independent Director of the Company. In the opinion of the Board, Mr. Damodaran fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and LODR Regulations for his re-appointment as an Independent Director of the Company and is independent of the management. A copy of the letter for appointment of Mr. Damodaran as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company. Additionally, 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. Damodaran, aged 72 years, will complete 75 years during his current proposed term. The Board considers that his association would be of immense benefit to the Company as it has been beneficial in the past and it is desirable to avail services of Mr. Damodaran as an Independent Director. Accordingly, the Board recommends the resolution in relation to the re-appointment of Mr. Damodaran as an Independent Director, for the approval by the shareholders of the Company. Except Mr. M. Damodaran, being the 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. 8. Item No. 9: Mr. Vikram Singh Mehta (DIN: 00041197) was appointed as an Independent Director of the Company with effect from April 1, 2014 to March 31, 2019. Pursuant to the provisions of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board Report. The Board of Directors at its meeting held on March 5, 2019 on the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Mr. Mehta as Independent Director of the Company for a second and final term of five years with effect from April 1, 2019 to March 31, 2024 based on his skills, experience, knowledge and report of his performance evaluation. His re-appointment is subject to the approval 55 NOTICE ANNUAL REPORT 2018-19 of the shareholders at this Annual General Meeting by way of a Special Resolution. The Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Independent Director of the Company. In the opinion of the Board, Mr. Mehta fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and LODR Regulations for his re-appointment as an Independent Director of the Company and is independent of the management. A copy of the letter for appointment of Mr. Mehta as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company. The Board considers that his association would be of immense benefit to the Company as it has been beneficial in the past and it is desirable to avail services of Mr. Mehta as an Independent Director. Accordingly, the Board recommends the resolution in relation to the re-appointment of Mr. Mehta as an Independent Director, for the approval by the shareholders of the Company. Except Mr. Vikram Singh Mehta, being the 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. 9. Item No. 10: Mr. Adil Zainulbhai (DIN: 06646490) was appointed as an Independent Director of the Company with effect from May 30, 2014 to May 29, 2019. Pursuant to the provisions of the Companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, (“LODR Regulations”) an Independent Director shall hold office for a term upto five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board Report. The Board of Directors at its meeting held on March 5, 2019 on the recommendation of the Nomination and Remuneration Committee approved the re-appointment of Mr. Zainulbhai as Independent Director of the Company for a second and final term of five years with effect from May 29, 2019 to May 28, 2024 based on his skills, experience, knowledge and report of his performance evaluation. His re-appointment is subject to the approval of the shareholders at this Annual General Meeting by way of a Special Resolution. The Company has received a notice in writing from the Director under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Independent Director of the Company. In the opinion of the Board, Mr. Zainulbhai fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and LODR Regulations for his re-appointment as an Independent Director of the Company and is independent of the management. A copy of the letter for appointment of Mr. Zainulbhai as an Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company. The Board considers that his association would be of immense benefit to the Company as it has been beneficial in the past and it is desirable to avail services of Mr. Zainulbhai as an Independent Director. Accordingly, the Board recommends the resolution in relation to the re-appointment of Mr. Zainulbhai as an Independent Director, for the approval by the shareholders of the Company. Except Mr. Adil Zainulbhai, being the 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. 10. Item No. 11: At the Annual General Meeting of the Company held on August 22, 2017, the shareholders had approved payment of remuneration to Mr. S. N. Subrahmanyan (DIN: 02255382) as the Chief Executive Officer and Managing Director of the Company within the limits and subject to the terms and conditions set out in the resolution passed at that meeting read with the explanatory statement. The resolution had approved the following scale of salary payable to the Mr. S. N. Subrahmanyan – R 18,40,000 (Rupees Eighteen Lakh Forty Thousand only) per month in the scale of R 12,00,000 – R 1,60,000 – R 21,60,000 with annual increment due on April 1 every year. Mr. S. N. Subrahmanyan’s salary has reached the maximum limit of salary as per the above scale w.e.f April 1, 2019. Hence, it is proposed that the existing scale of salary payable to Mr. S. N. Subrahmanyan be revised with effect from April 1, 2020 as under – R 23,20,000 in the scale of R 23,20,000 – R 1,60,000 – R 24,80,000 with an annual increment due on April 1 every year. 56 Changes in the business environment particularly greater integration of the Indian economy with the global markets and easier migration of managerial resources from one part of the world to other has necessitated that the Company follows a contemporary and competent remuneration policy in order to retain and reward talent in line with the market. It is, therefore, necessary to do periodic revisions in the ceilings that have been contemplated in absolute sums of money. The enhanced limits of salary will, however, continue to be subject to the condition that the total managerial remuneration payable shall not exceed the overall limit of 10% of the net profits of the Company as approved by the shareholders at their Meeting held on August 26, 2016. The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on January 25, 2019 recommended the change in scale to the shareholders for approval. A copy of the draft agreement proposed to be entered into with Mr. S. N Subrahmanyan would be available for inspection without any fee by the members at the Registered Office of the Company. The limits stipulated herein above are the maximum limits and the Board may, on the recommendation of the Nomination and Remuneration Committee, pay to Mr. S. N. Subrahmanyan appropriate remuneration and revise the same from time to time within the maximum limits stipulated by this resolution. The Board recommends this Resolution for approval of the Shareholders. Except Mr. S. N. Subrahmanyan, none of the Directors and/or Key Managerial Personnel of the Company and/or their relatives are concerned or interested in resolution no. 11. Item No 12: At the Annual General Meeting of the Company held on August 26, 2016, the shareholders had approved payment of remuneration to Mr. R. Shankar Raman (DIN: 00019798) as the Whole-time Director and Chief Financial Officer of the Company within the limits and subject to the terms and conditions set out in the resolution passed at that meeting read with the explanatory statement. The resolution had approved the following scale of salary payable to the Mr. R. Shankar Raman – R 11,25,000 (Rupees Eleven Lakh Twenty Five Thousand only) per month in the scale of R 6,50,000 – R 75,000 – R 10,25,000 – R 1,00,000 – R 15,25,000 with annual increment due on April 1 every year.’ Mr. R. Shankar Raman’s salary has reached the maximum limit of salary as per the above scale w.e.f April 1, 2019. Hence, it is proposed that the existing scale of salary payable to Mr. R. Shankar Raman be revised upwards with effect from April 1, 2020 as under – R 16,25,000 in the scale of R 16,25,000 – R 1,00,000 – R 17,25,000 with an annual increment due on April 1 every year. Changes in the business environment particularly greater integration of the Indian economy with the global markets and easier migration of managerial resources from one part of the world to other has necessitated that the Company follows a contemporary and competent remuneration policy in order to retain and reward talent in line with the market. It is, therefore, necessary to do periodic revisions in the ceilings that have been contemplated in absolute sums of money. The enhanced limits of salary will, however, continue to be subject to the condition that the total managerial remuneration payable shall not exceed the overall limit of 10% of the net profits of the Company as approved by the shareholders at their Meeting held on August 26, 2016. The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on January 25, 2019 recommended the change in scale to the shareholders for approval. A copy of the draft agreement proposed to be entered into with Mr. R. Shankar Raman would be available for inspection without any fee by the members at the Registered Office of the Company. The limits stipulated herein above are the maximum limits and the Board may, on the recommendation of the Nomination and Remuneration Committee, pay to Mr. R. Shankar Raman appropriate remuneration and revise the same from time to time within the maximum limits stipulated by this resolution. The Board recommends this Resolution for approval of the Shareholders. Except Mr. R. Shankar Raman, none of the Directors and /or Key Managerial Personnel of the Company and / or their relatives are concerned or interested in resolution no. 12. Item No. 13: As the shareholders of the Company are aware, the Company has been engaged in the manufacture 57 NOTICE ANNUAL REPORT 2018-19 and supply of defence equipment and systems and aerospace systems and sub-systems. The Company provides indigenous, design-to-delivery backed by throughlifesupport solutions across the defence spectrum including defence platforms & systems, equipment, sensors & electronics as well as specialised turnkey defence construction solutions, structures, smart infrastructure and modernisation of existing facilities. Defence manufacturing is covered under licensing under the Industrial Development and Regulation Act, 1951 (‘IDRA/Act’), mentioned at Sr. No. 37 of the Schedule I of the Act and also included at Sr. No. 13 of Schedule II of Notification S.O. 477 (E) dated 25th July 1991 and further amended vide Notification S.O.11 (E) dated 3rd January 2002. Over the years, from 2002 when Defence production was opened up for the Private Sector, the Company obtained various industrial licences under the Act for the manufacture of defence goods. Thereafter vide Notification S.O. 1636 (E) issued by Ministry of Home Affairs in May 2017, licenses for some of the above segments which were earlier issued under IDRA were required to be brought under the Arms Act 1959. The process / procedure for the same was awaited. The Government of India issued the Notification under the Arms Act, 1959 vide S.O. No. 6203(E) dated 14th December, 2018 as amended by vide S.O. No. 1501(E) dated 2nd April, 2019, authorising Secretary, Department for Industrial Policy and Promotion (DIPP) (Presently Department of Promotion of Industry and Internal Trade), in the Government of India in the Ministry of Commerce & Industry, to issue licenses under the Arms Act, 1959 in addition to DIPP’s authority to issue licenses under the IDRA. The Company’s defence activities primarily fall within the scope of mechanical and electrical engineering and, in fact, prior to the internal restructuring of the Company’s business activities, were carried on as part of the Company’s ‘heavy engineering’ business. The Company has the specific authority to undertake engineering related activities in terms of Clause III(b) of its Memorandum of Association which reads as follows: “To carry on business as civil, mechanical, electrical, chemical and agricultural engineers, as manufacturers, and as importers and exporters, commission agents (and merchants and as agents for ships and ship-owners and as agents) for foreign manufacturers and merchants” The Company is also authorised to undertake business as manufacturers in respect of goods, merchandise and services of all kinds and as an export house in terms of Clause III(k)(10) of its Memorandum of Association which reads as follows: “To carry on business as exporters, dealers, manufacturers or agents in respect of goods, merchandise and services of all kinds and as an export house.” The Company’s Memorandum of Association also enables it to “carry on any other trade or business whatsoever as can in the opinion of the Company be advantageously or conveniently carried on by the Company by way of extension or in connection with any of the Company’s business or as calculated directly or indirectly to develop any branch of the Company’s business or to increase the value of or turn to account any of the Company’s assets, property or rights” (Clause III(n)) of the Company’s Memorandum of Association. Post December, 2018 Notification as amended by the notification dated 02nd April, 2019, multiple of the Company’s licenses for the defence business now come under the purview of the Arms Act, 1959 while the issuing authority remains under the Department for Promotion of Industry and Internal Trade (erstwhile DIPP). Ministry of Commerce & Industry has therefore advised the Company to include a specific clause with respect to defence goods in the Memorandum of Association, which is a requirement under the Arms Act, 1959 and its Rules. Whilst the Company has adequate authority under its existing Memorandum of Association to manufacture and supply defence equipment, which is also evidenced by the fact that the Company has, in the past, been granted industrial licences under the IDRA for the manufacture of defence products, the Board of Directors is of the opinion that it would be beneficial to include a specific object clause in the Company’s Memorandum of Association which expressly authorises the Company to undertake defence-related activities. Defence is a focussed growth area of business for the Company and a separate reporting segment and therefore it is appropriate to amend the Memorandum of Association to include a specific clause with respect to defence goods of all types in the Object Clause of the Company’s Memorandum of Association. A draft copy of the Memorandum of Association will be available for inspection at the Registered Office of the Company. The Board recommends this resolution for the approval of the shareholders. 58 None of the Directors and /or Key Managerial Personnel of the Company and /or their relatives are concerned or interested in resolution no. 13. Item No. 14: The Company requires adequate capital to meet the needs of growing business. While it is expected that the internal generation of funds would partially finance the need for capital, fund raising would be another source of funds and hence it is thought prudent for the Company to have enabling approvals to raise a part of the funding requirements for the said purposes as well as for such other corporate purposes as may be permitted under applicable laws through the issue of appropriate securities as defined in the resolution, in Indian or international markets. The fund raising may be through a mix of equity/ equity- linked instruments, as may be appropriate. Members approval is sought for the issue of equity shares, securities linked to or convertible into Equity Shares or depository receipts of the Company. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also provide that the Company shall, in the first instance, offer all Securities for subscription pro-rata to the Shareholders unless the Shareholders in a general meeting decide otherwise. Members approval is sought for issuing any such instrument as the Company may deem appropriate to parties other than the existing shareholders. Whilst no specific instrument has been identified at this stage, in the event the Company issues any equity linked instrument, the issue will be structured in a manner such that the additional share capital that may be issued would not be more than 5% of the paid-up capital of the Company (as at the date when the Board recommended passing of the Special Resolution). The equity shares, if any, allotted on issue, conversion of securities shall rank in all respects pari passu with the existing Equity Shares of the Company. The Company may also opt for issue of securities through Qualified Institutions Placement (QIP). A QIP of the shares of the Company would be less time consuming and more economical than other modes of raising capital. Accordingly, the Company may issue securities by way of a QIP in terms of Chapter VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (‘SEBI Regulations’). These securities will be allotted only to Qualified Institutional Buyers (QIBs) as per the SEBI Regulations and there will be no issue to retail individual investors and existing retail shareholders. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the securities will be decided by the Board based on an analysis of the specific requirements after necessary consultations. Therefore, the proposal seeks to confer upon the Board the absolute discretion to determine the terms of issue in consultation with the Lead Managers to the Issue. As per Chapter VI of the SEBI Regulations, an issue of securities on QIP basis shall be made at a price not less than the average of the weekly high and low of the closing prices of the related shares quoted on the stock exchange during the two weeks preceding the “relevant date.” The Board may, at its absolute discretion, issue equity shares at a discount of not more than five percent or such other discount as may be permitted under applicable regulations to the ‘floor price’ as determined in terms of the SEBI Regulations, subject to Section 53 of the Companies Act, 2013. As the pricing of the offer cannot be decided except at a later stage, it is not possible to state the price of shares to be issued. However, the same would be in accordance with the provisions of the SEBI Regulations, the Companies Act, 2013, or any other guidelines / regulations / consents as may be applicable or required. In case of issue of convertible bonds and/or equity shares through depository receipts the price will be determined on the basis of the current market price and other relevant guidelines. The “relevant date” for the above purpose, shall be - i) ii) in case of allotment of equity shares, the date of meeting in which the Board decides to open the proposed issue in case of allotment of eligible convertible securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the equity shares, as may be determined by the Board. The Stock Exchange for the same purpose is BSE Limited / National Stock Exchange of India Limited. The Shareholders through a resolution passed at their meeting held on August 22, 2017, had approved issue of Securities for an aggregate sum of up to US$ 600 Million (or its rupee equivalent) or INR 4000 Crore, if higher. The Company has not raised any funds under the said approval. However, Shareholders resolution for QIP issuance is valid for a period of 12 months from the date of passing of the resolution. Accordingly, the 59 NOTICE ANNUAL REPORT 2018-19 Shareholders approval is sought for renewal of the approval. The Board recommends this Resolution for approval of the Shareholders. None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives are concerned or interested, in the resolution set out at Item No. 14, except to the extent of their shareholding in the Company. Item No. 15: 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 2019-20, at a remuneration of R 13.00 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 Board recommends 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. 15. By Order of the Board of Directors For LARSEN & TOUBRO LIMITED N. HARIHARAN COMPANY SECRETARY M.NO – A3471 Mumbai, May 10, 2019 The route map for the venue of the Annual General Meeting of the Company is given on page 46 of this Annual Report 2018-19 60 (ANNEXURE TO NOTICE DATED MAY 10, 2019) 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] Mr. M. V. Satish Mr. Shailendra Roy Mr. R. Shankar Raman Mr. J. D. Patil February 12, 1957 January 29, 2016 September 18, 1952 March 9, 2012 December 20, 1958 October 1, 2011 December 16, 1954 July 1, 2017 BE (Civil) Vast experience in Construction, Business Development, Contracts Management and Property Development in India and GCC region 1. 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) Nil Memberships/ Chairmanships of committees across all companies B. Tech Vast experience in Thermal Power, Heavy Engineering, Defence & Aerospace Industry B.Com, ACA and ACMA Vast experience in the Finance, Taxation, Risk Management, Legal and Investor Relations M. Tech (Mechanical Engineering) Vast Experience in Defence and Aerospace Industry 1. 2. L&T Shipbuilding Limited L&T MBDA Missile Systems Limited 1. 2. 3. 4. 5. 6. 7. 8. L&T Infrastructure Development Projects Limited L&T Finance Holdings Limited L&T Investment Management Limited Larsen & Toubro Infotech Limited L&T Hydrocarbon Engineering Limited L&T Seawoods Limited L&T Realty Limited L&T Metro Rail (Hyderabad) Limited 1. L&T Power Development Limited L&T-Sargent & Lundy Limited 2. 3. Nabha Power Limited 4. L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited 5. 6. Raykal Aluminium Company 7. Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Howden Private Limited L&T Power Limited 8. 9. Member Nomination and Remuneration Committee 1. L&T-MHPS Turbine Generators Private Limited L&T-MHPS Boilers Private Limited 2. Member Audit Committee 1. 2. L&T Finance Holdings Limited L&T Infrastructure Development Projects Limited L&T Metro Rail (Hyderabad) Limited 3. 3. Nabha Power Limited 4. L&T Special Steels and Heavy Forgings Private Limited Stakeholders Relationship Committee Larsen & Toubro Limited Corporate Social Responsibility Committee L&T Power Development Limited Nomination & Remuneration Committee 1. L&T Infrastructure Development Projects Limited Stakeholders Relationship Committee L&T Finance Holdings Limited Corporate Social Responsibility Committee 1. Larsen & Toubro Limited 2. L&T Seawoods Limited 3. L&T Investment Management Limited Nil 61 NOTICE ANNUAL REPORT 2018-19 Mr. M. V. Satish Mr. Shailendra Roy Mr. R. Shankar Raman Mr. J. D. Patil 8 of 9 9 of 9 4. L&T Infrastructure Development Projects Limited 5. L&T Realty Limited 6. L&T Finance Holdings Limited Risk Management Committee 1. L&T Finance Holdings Limited 2. Larsen & Toubro Limited 9 of 9 9 of 9 Not Applicable Not Applicable Not Applicable Not Applicable Nil Nil Nil Nil Mr. M. M. Chitale Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Adil Zainulbhai November 16, 1949 July 6, 2004 May 4, 1947 October 22, 2012 October 30, 1952 October 22, 2012 December 18, 1953 May 30, 2014 Name of the Director Number of Meetings attended during the year Shareholding of Non- Executive Directors Relationships between directors inter-se Name of the Director Date of Birth Date of Appointment on the Board Qualifications B.Com, F.C.A. IAS, B.A. (Eco.) and LLB He has held a number of important positions in both the Central and State Governments and in India’s Financial Sector. His areas of expertise include Financial Management, Securities Markets, Corporate Governance, Public Administration and Leadership. He is presently an independent consultant and corporate advisor, coach and mentor and sits on the Boards of several reputed companies. 1. Biocon Limited 2. Crisil Limited 3. Hero Motocorp Limited Tech Mahindra Limited 4. 5. Interglobe Aviation Limited 6. Kerala Infrastructure Fund Management Limited Expertise Vast experience in the field of Finance and Accounts 1. Larsen & Toubro Infotech Limited 2. ASREC (India) Limited 3. Essel Propack Limited 4. Atul Limited 5. 6. R R Kabel Limited 7. Bhageria Industries Limited Lodha Developers Limited Directorships held in other public companies including private companies which are subsidiaries of public companies (excluding foreign companies) 62 Bachelor of Technology - B.Tech (Mechanical) 1977, Masters in Business Administration – Harvard Business School Management Consultancy, Telecommunications, Infrastructure, High Tech, Financial Services Graduate in Mathematics; Masters in Economics-Oxford University; IAS He has served the Public Sector Oil Company “Oil India Limited” as its Advisor (Strategic Planning). He had been a member of the National Council of the Confederation of Indian Industry (CII) and Chairman of its Hydrocarbons committee. 1. Mahindra & Mahindra Limited L&T Hydrocarbon Engineering 2. Limited 1. Reliance Industries Limited 2. Network18 Media & Investments Limited 3. Colgate-Palmolive (India) Limited 4. Apollo Tyres Limited 5. HT Media Limited 6. Jubiliant Foodworks Limited 3. Reliance Jio Infocomm Limited 4. Cipla Limited 5. Reliance Retail Ventures Limited TV18 Broadcast Limited 6. 7. Piramal Foundation Name of the Director Memberships/ Chairmanships of committees across all companies Number of Meetings attended during the year Shareholding of Non- Executive Directors Relationships between directors inter-se Mr. M. M. Chitale Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Adil Zainulbhai Chairman Audit Committee 1. 2. 3. Larsen & Toubro Limited Essel Propack Limited Larsen & Toubro Infotech Limited 4. Lodha Developers Limited Nomination and Remuneration Committee 1. ASREC (India) Limited 2. Atul Limited Member Audit Committee 1. ASREC (India) Limited 2. Principal Asset Management Co. Private Limited 3. R R Kabel Limited 4. Atul Limited Nomination and Remuneration Committee 1. Principal Asset Management Company Private Limited Essel propack Limited Lodha Developers Limited 2. 3. 4. R R Kabel Limited Corporate Social Responsibility Committee 1. ASREC(India) Limited 2. Essel Propack limited Chairman Audit Committee 1. CRISIL Limited 2. Interglobe Aviation Limited Stakeholders Relationship Committee 1. CRISIL Limited Tech Mahindra Limited 2. Risk Management Committee 1. Hero MotoCorp Limited Member Audit Committee 1. Hero MotoCorp Limited 2. Larsen & Toubro Limited 3. Biocon Limited 4. Nomination and Remuneration Committee 1. CRISIL Limited 2. Interglobe Aviation Limited Stakeholders Relationship Committee 1. Hero MotoCorp Limited Risk Management Committee Tech Mahindra Limited 1. Tech Mahindra Limited Chariman Corporate Social Responsibility Committee 1. Larsen & Toubro Limited Stakeholders Relationship Committee 1. Member Audit Committee 1. Colgate-Palmolive (India) Jubiliant Foodworks Limited Limited Jubiliant Foodworks Limited 2. 3. HT Media Limited Nomination and Remuneration Committee 1. Colgate-Palmolive (India) Limited 2. Mahindra and Mahindra Limited Jubiliant Foodworks Limited 3. Corporate Social Responsibility Committee 1. Mahindra and Mahindra 2. Limited L&T Hydrocarbon Engineering Limited Risk Management Committee 1. Colgate-Palmolive (India) Limited 9 of 9 8 of 9 8 of 9 Chairman Audit Committee 1. Network18 Media & Investment Limited 2. Reliance Jio Infocomm Limited 3. Reliance Retail Ventures Limited TV18 Broadcast Limited 4. Stakeholders Relationship Committee Network18 Media & Investment Limited Corporate Social Responsibility Committee 1. Network18 Media & Investment Limited 2. Reliance Jio Infocomm Limited 3. Reliance Retail Ventures Limited 4. TV18 Broadcast Limited Nomination and Remuneration Committee 1. Reliance Industries Limited 2. Cipla Limited Risk Management Committee Reliance Industries Limited Member Audit Committee Reliance Industries Limited Corporate Social Responsibility Committee Cipla Limited Nomination and Remuneration Committee Larsen & Toubro Limited Reliance Retail Ventures Limited Reliance Jio Infocomm Limited Network18 Media & Investment Limited TV18 Broadcast Limited Risk Management Committee Cipla Limited 9 of 9 2443 Shares 225 Shares 1327 Shares 150 shares Nil Nil Nil Nil 63 Board RepoRt ANNUAL RepoRt 2018-19 Board report Dear Members, the Directors have pleasure in presenting their 74th Annual Report and Audited Financial Statements for the year ended 31st March 2019. 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 2018-19 v crore 2017-18 v crore 9811.19 7881.31 1067.95 1049.46 8743.24 6831.85 474.93 430.53 9218.17 7262.38 2540.47 1875.08 profit for the period carried to Balance Sheet 6677.70 5387.30 Add: Balance brought forward from previous year Less: Ind AS 115 transition adjustment 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 arrangement Balance available for disposal (which the Directors appropriate as follows) Less: Debenture Redemption Reserve 14250.01 11225.53 701.58 – 2596.78 2278.69 (20.36) 2.50 – 15.55 17608.99 14352.19 81.32 102.18 Balance to be carried forward 17527.67 14250.01 STaTE oF CoMPaNY aFFaIrS: the total income for the financial year under review was R 89,757 crore as against R 76,224 crore for the previous financial year registering an increase of 18%. the profit before tax from continuing operations including exceptional items was R 9,218 crore for the financial year under review as against R 7,262 crore for the previous financial year, registering an increase of 27%. the profit after tax from continuing operations including exceptional items was R 6,678 crore for the financial year under review as against R 5,387 crore for the previous financial year, registering an increase of 24%. aMoUNT To BE CarrIEd To GENEraL rESErVE: the Company has not transferred any amount to the general reserve during the current financial year. dIVIdENd: the Directors recommend payment of dividend of R 18 (900%) per equity share of R 2/- each on the share capital amounting to R 2,759 crore (including DDt amounting to R 234 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 provided as Annexure ‘G’ forming a part of this Board Report and also uploaded on the Company’s website at http://investors.larsentoubro.com/Listing-Compliance.aspx. CaPITaL & FINaNCE: During the year under review, the Company allotted 13,59,929 equity shares of R 2/- each upon exercise of stock options by the eligible employees under the employee Stock option Schemes. the Company repaid long-term borrowings of USD 233 million (approx. R 1610 crore including secured debentures of R 400 crore) during the year under review on scheduled due dates. on the other hand, the Company raised USD 100 million of foreign currency borrowings and R 90 Crore of Rupee term Loan as fresh unsecured long-term borrowings for meeting business requirements and certain capital expenditure. the Company has not defaulted on any of its dues to the financial lenders. the Company’s borrowings are rated by CRISIL and ICRA. the details of the same are given on page 105 in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report and is also available on the website of the Company. 64 dIVESTMENT oF ELECTrICaL & aUToMaTIoN BUSINESS: Accordingly, the Company decided not to proceed with the buyback. As disclosed in our previous Report, on 1st May 2018, the Company had 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 Company has been informed by Schneider electric that it has received a communication dated 18th April 2019 from the Hon’ble Competition Commission of India (CCI) approving the proposed combination subject to the amendment filed by Schneider electric. the Company is awaiting the detailed order of the CCI and the timelines for divestment cannot be ascertained as of now and are expected to be prolonged. In view of the above, the e&A business is disclosed as a continuing operation and has not been classified as discontinued operation as on March 31, 2019. BUYBaCK oF EQUITY SHarES: the Company had proposed a buyback of up to 6,10,16,949 equity shares from its equity shareholders as on the record date, being october 15, 2018, on a proportionate basis by way of the tender offer route through the stock exchange mechanism at a price of R 1,475 per equity share, aggregating up to R 9,000 crore, in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and exchange Board of India (Buy-Back of Securities) Regulations, 2018 (‘Buyback Regulations’ and such buy back herein after referred to as ‘Buyback’), inter alia, considering the debt-equity ratio requirement on the basis of standalone financial statements, post buyback. pursuant to the approval of the Buyback by the shareholders of the Company, a draft letter of offer (‘DLoF’) was submitted to the Securities and exchange Board of India (‘SeBI’) in terms of Regulation 8(i)(a) of the Buyback Regulations, for their comments. By way of a letter dated 18th January 2019, SeBI advised the Company not to proceed with the buyback offer since the ratio of the aggregate of secured and unsecured debts owed by the Company and its subsidiaries after buyback (assuming full acceptance) would be more than twice the paid-up capital and free reserves of the Company based on consolidated financial statements of the Company. CaPITaL EXPENdITUrE: As at 31st March 2019 the gross property, plant and equipment, investment property and other intangible assets including leased assets, stood at R 12,174.29 crore and the net property, plant and equipment, investment property and other intangible assets, including leased assets, at R 7,934.32 crore. Capital expenditure during the year amounted to R 1,571.41 crore. dEPoSITS: the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013. the Company does not have any unclaimed deposits as of date. All unclaimed deposits have been transferred to Investor education & protection Fund. pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (RoC) requisite returns in Form Dpt-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits. the Company would be complying with this requirement within the prescribed timelines. dEPoSITorY SYSTEM: As the members are aware, the Company’s shares are compulsorily tradable in electronic form. As on 31st March 2019, 98.47% of the Company’s total paid up capital representing 138,13,25,258 shares are in dematerialized form. SeBI (Listing obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April 2019. 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. the Company has, directly as well as through its RtA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized. 65 Board RepoRt ANNUAL RepoRt 2018-19 TraNSFEr To INVESTor EdUCaTIoN aNd ProTECTIoN FUNd: SUBSIdIarY / aSSoCIaTE / JoINT VENTUrE CoMPaNIES: 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 the Registrar to locate the shareholders who have not claimed their dues. During the year, the Company has transferred a sum of R 3,93,12,966 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 24,34,13,796 as on 31st March 2019. the Company has also sent communications to members whose dividends are unclaimed requesting them to provide/update bank details with 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) of the Companies Act, 2013 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 3,634 equity shares of R 2 each (0.0003% of total number of shares) held by 257 shareholders (0.024 % 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 2010-11. Subsequent to the transfer, the concerned shareholders can claim the said shares along with the dividend(s) by making an application to IepF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the IepF Rules. the Company sends specific advance communication to the concerned shareholders at their address registered with the Company and also publishes notice in newspapers providing the details of the shares due for transfer so as to enable them to take 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. During the year under review, the Company subscribed to / acquired equity / preference shares in various subsidiary / associate / joint venture companies. these subsidiaries include companies in 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 Construction Machinery Limited L&t Metro Rail (Hyderabad) Limited L&t MBDA Missile Systems Limited L&t Uttaranchal Hydropower Limited Type of Shares equity equity equity No. of shares 10,000 22,01,98,631 4,84,500 preference 24,94,00,000 the Company has entered into a share purchase agreement dated 18th March 2019 with Mr. V. G. Siddhartha, Coffee Day trading Limited and Coffee Day enterprises Limited (‘Sellers’) for acquisition of 3,33,60,229 equity shares of Mindtree Limited aggregating to 20.32% of the paid-up equity share capital of Mindtree Limited. the Company proposed to acquire, subject to the regulatory approvals, additional equity shares upto 15% of the voting share capital from the stock exchanges and make an open offer aggregating to 31% of the voting share capital of Mindtree Limited, in accordance with the requirements of SeBI (Substantial Acquisition of Shares and takeover) Regulations, 2011. the Company has since received the approval from Competition Commission of India and Anti-trust authorities of US and Germany. pursuant to the above, the Company has acquired 3,27,60,229 equity shares of Mindtree Limited from the Sellers on 30th April 2019. Further, 98,29,859 equity shares of Mindtree Limited have been acquired in the open market upto 9th May 2019. Subsequent to the year under review, the Company has acquired entire stake held by tamil Nadu Industrial Development Corporation (tIDCo) in L&t Shipbuilding Limited on 10th April 2019. With this acquisition, L&t Shipbuilding Limited is now a wholly owned subsidiary of the Company. 66 B) Equity shares sold / transferred / reduced during the year: Name of the Company Marine Infrastructure Developer private Limited (Note 1) L&t technology Services Limited (Note 2) Larsen & toubro Infotech Limited (Note 2) L&t Seawoods Limited (Note 3) Number of shares 38,80,00,000 87,71,569 1,29,09,603 34,50,00,000 Note: 1. the Company has sold its entire stake in Marine Infrastructure Developer private Limited, a subsidiary, to Adani ports and Special economic Zone Ltd. 2. the Company has sold shares of L&t technology Services Limited and Larsen & toubro Infotech Limited in the open market towards meeting its mandatory obligation to reduce promoter shareholding in these companies. With the above sale, the minimum public shareholding obligation in Larsen & toubro Infotech Limited has been complied. 3. pursuant to an order dated 13th December 2018 passed by the National Company Law tribunal, Mumbai bench, the equity share capital of L&t Seawoods Limited, a wholly owned subsidiary, was reduced to the extent of 34.50 crore shares aggregating to R 345 crore. Subsequent to the year under review, the Company has divested its entire stake in L&t Kobelco Machinery private Limited, a subsidiary, to Kobe Steel, Ltd. on 17th April 2019. C) Companies Struck off: pursuant to the application made in the previous year, the following companies were struck off by Ministry of Corporate Affairs under the provisions of Companies Act, 2013 during the year under review: Name of the Company date of Strike off Seawoods Retail private Limited 26th June 2018 Seawoods Realty private Limited 26th June 2018 L&t trustee Company private Limited 8th August 2018 d) Performance and Financial Position of 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 546 to 555 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 provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SeBI (Listing obligations & Disclosure Requirements) Regulations, 2015 in Note 37 and Note 38 forming part of the financial statement. ParTICULarS oF CoNTraCTS or arraNGEMENTS WITH rELaTEd ParTIES: the Audit Committee and the Board of Directors have approved the Related party transactions policy, signifying the threshold limits 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 2018-19 and estimated transactions for FY 2019-20. there were no materially significant related party transactions that may have conflict with the interest of the Company. 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 stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. 67 Board RepoRt ANNUAL RepoRt 2018-19 CoNSErVaTIoN oF ENErGY, TECHNoLoGY aBSorPTIoN, ForEIGN EXCHaNGE EarNINGS aNd oUTGo: dETaILS oF dIrECTorS aNd KEY MaNaGErIaL PErSoNNEL aPPoINTEd/ rESIGNEd dUrING THE YEar: 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, Directors of the Company. Mr. S. N. Subrahmanyan is the Chairman of the Committee. the Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment. the risk assessment includes review of geo-political developments, business environment, growth opportunities, geographical expansion, capability development, talent management, brand and reputation protection and enhancement, cyber security and risk minimization initiatives. the Committee periodically reviews the risk to ensure that executive management controls risk by means of a properly designed framework. A detailed note on risk management is given under financial review section of the Management Discussion and Analysis on pages 296 to 298 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 as the Members. Mr. Vikram Singh Mehta is the Chairman of the Committee. the CSR policy framework is available on the 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 pages 96 and 97 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, 2014 are given in Annexure ‘C’ forming part of this Board Report. Mr. M.M Chitale, Mr. M. Damodaran and Mr. Vikram Singh Mehta were appointed as Independent Directors of the Company with effect from April 1, 2014 to March 31, 2019. pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on March 5, 2019 has approved the re-appointment of Mr. M.M Chitale, Mr. M. Damodaran and Mr. Vikram Singh Mehta for a further term of five years from April 1, 2019 to March 31, 2024, subject to the approval of shareholders through special resolution. Special resolution for continuation of Mr. M. Damodaran as an Independent Director, who would attain the age of 75 years during his current tenure forms part of the Notice being sent to the shareholders. Mr. Adil Zainulbhai was appointed as Independent Director of the Company with effect from May 30, 2014 to May 29, 2019. pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on March 5, 2019 has approved the re-appointment of Mr. Adil Zainulbhai for a further term of five years from May 29, 2019 to May 28, 2024, subject to the approval of shareholders through special resolution. Based on their skills, experience, knowledge and report of their performance evaluation, the Board was of the opinion that their association would be of immense benefit to the Company and it would be desirable to avail their services as Independent Directors. Mr. Subhodh Bhargava was re-appointed as Independent Director with effect from March 30, 2017 for a second term of five years which was approved by the shareholders through a special resolution. At the time of his re-appointment, he had attained the age of 75 years and accordingly he shall continue in his present term until March 29, 2022. His re-appointment is in compliance with regulation 17(1A) of the SeBI (Listing obligations & Disclosure Requirements) Regulations, 2015 which was effective from 9th May 2018. Mr. R. Shankar Raman, Mr. Shailendra Roy, Mr. M.V Satish and Mr. J. D. patil retire by rotation at the ensuing AGM and being eligible offer themselves for re-appointment. the notice convening the AGM includes the proposal for re-appointment of Directors. 68 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 82 and 83 of this Annual Report. 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 88 to 90 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 90 to 94 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, 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 the Annual Return in Form MGt-9 is attached as Annexure ‘F’ to this Report. the Annual Return of the Company will be available on its website www.larsentoubro.com. 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 controls 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. 69 Board RepoRt ANNUAL RepoRt 2018-19 adEQUaCY oF INTErNaL FINaNCIaL CoNTroLS: dISCLoSUrE oF rEMUNEraTIoN: 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 2019, 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, individual directors and the Chairman has to be made. All 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 suitably, based on the comments and suggestions received from Independent Directors. As in the previous years, an external consultant was engaged to receive the responses of the Directors and consolidate/ analyze the responses. 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 30th November 2018 and in the subsequent Meetings of Nomination and Remuneration Committee and the Board. the Group Chairman had a discussion with all the Independent Directors individually and the Chairman of Nomination and Remuneration Committee had a discussion with all the executive Directors individually. Most of the suggestions from the Board evaluation exercise of FY 2017-18 have been suitably implemented such as meetings of Chairman of NRC with individual directors and Action taken Report of Board decisions. 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. CoMPLIaNCE WITH SECrETarIaL STaNdardS oN Board aNd GENEraL MEETINGS: the Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings. ProTECTIoN oF WoMEN aT WorKPLaCE: the Company has formulated a policy on ‘protection of Women’s Rights at Workplace’ as per the provisions of the Sexual Harassment of Women at Workplace (prevention, prohibition & Redressal) Act, 2013. the policy has been widely disseminated. the Company has constituted Internal Complaints Committees as per the above Act. there were 4 complaints received during the F.Y. 2018-19. All the 4 complaints were investigated and appropriate action was taken. Awareness workshops and training programs are conducted across the Company to sensitize employees to uphold the dignity of their colleagues at workplace specially with respect to prevention of sexual harassment. oTHEr dISCLoSUrES: • 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 70 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, are provided in Annexure ‘B’ forming part of this Report. • Integrated reporting: pursuant to SeBI Circular on Integrated Reporting, the Company is complying with the applicable requirements of the Integrated Reporting Framework. the Sustainability Report has been replaced by an Integrated Report which tracks the sustainability performance of the organization and its interconnectedness with the financial performance, showcasing how the Company is adding value to its stakeholders. the Integrated Report encompasses areas such as Corporate Governance, the IR & Sustainability Structure, Sustainability Roadmap 2021, Risks & opportunities, enhancement of Financial Capital, Manufactured Capital, Intellectual Capital, Human Capital, Natural Capital and Social & Relationship Capital and alignment to sustainable development goals. It also covers strategy, business model and resource allocation. the integrated Report for the year 2017- 18 is available on the Company’s website http://www.larsentoubro.com/corporate/ sustainability/integrated-report/ and the report for the year 2018-19 shall be published shortly. • 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 initiates sustainable activities. • MSME: the Ministry of Micro, Small and Medium enterprises vide their Notification dated 2nd November 2018 has instructed all the Companies registered under the Companies Act, 2013, with a turnover of more than Rupees Five Hundred crore to get themselves onboarded on the trade Receivables Discounting system platform (tReDS), set up by the Reserve Bank of India. In compliance with this requirement, the Company is in the process of registering itself on tReDS through one of the service providers. the Company would be complying with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines. VIGIL MECHaNISM: 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. 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 Companies Act, 2017. 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 policy also establishes adequate mechanism to enable employees report instances of leak of unpublished price sensitive information. 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 page 98 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 20 to 41). 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. 71 Board RepoRt ANNUAL RepoRt 2018-19 CoNSoLIdaTEd FINaNCIaL STaTEMENTS: Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SeBI (Listing obligations & Disclosure Requirements) Regulations, 2015 and 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 the Ministry of Corporate Affairs in exercise of the powers conferred by Section 133 of the Companies Act, 2013. aUdIT rEPorT: 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 observation of the Secretarial Auditor is self-explanatory. 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 till the conclusion of 75th Annual General Meeting of the Company. 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 Auditors have also furnished a declaration confirming their independence as well as their arm’s length relationship with the Company as well as declaring 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. 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 10th May, 2019, 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 2020 at a remuneration of R 13 lakhs. A proposal for ratification of remuneration of the Cost Auditor for the financial year 2019-20 is placed before the shareholders. the Report of the Cost Auditors for the financial year ended 31st March 2019 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period. the provisions of Section 148(1) of the Companies Act, 2013 are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended 31st March 2019. 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) Also see pages 98 and 99 forming part of Annexure ‘B’ of this Board Report. Date : 10th May 2019 place : Mumbai 72 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: (i) Steps taken or impact on conservation of energy: Implementation of LeD lights in He-Hazira campus and other project sites and Solar pipes in SG fabrication area. Installation and Usage of Grid power network in place of DG sets in LSR/ISR process. pre-heating of circular Seam with energy efficient IR Burners. procurement of renewable energy of approximately 54 Lacs KwH for He east & West plants. plate Fabrication Shop furnace automation control with pLC and HMI. Replacement of 22 Kw (2 no’s) induction motor with new Yaskawa Drive on Gantry Yard Crane. Usage of Facing Lathe Chuck, Ravensberg Lathe Chuck and Cantilever crane Lt. Interlocking of coolant pump with drilling operation on Kolb Machine to avoid the idle running of coolant motor ensuring optimal utilization of electrical energy. Built operate and transfer (Bot) project with ZeRo Capital expenditure (Capex) and operating expenditure (opex) with energy Service Companies (eSCo) in all bays for replacement of 264 nos. of Metal Halide Lamps. Retrofitting of Hydraulic press with Ie 2 class energy efficient motor. Implementation of Smart energy Saving function in SKoDA FHB machine to sense idle operation and turn auxiliary motors off. Replacement of semitransparent FRp Roof sheets for Daylight harvesting in shops. zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz Replacement of 150 W MH Street lights (phase # 1) with 90 W LeD fittings (12 nos.) Retrofitting of Slip Ring induction motor based eot crane to energy efficient Squirrel Cage motors. Identification of compressed air Leaks through Ultrasonic Leak detection system and arrest them in various shops. Implementation of Compressor leakage testing & reduction of use of compressor. Revision in heating rate in pFS shop for heat exchangers. Installation of transparent roof sheets in LeMF store. Reduction in natural gas consumption for LSR/ ISR furnace by sequential operation of furnace burners. Iot projects implementation for eSSC, SAW process to save energy and reduce cycle time at Hazira. Conversion of cycle into Induction heating & effective loading leading to energy saving in furnace. Usage of permanent flue gas analyzers for fix type furnaces. Installed energy efficient burners for Furnaces and pre heating. zz Implementation of 100% pID based LSR/ISR. zz zz zz zz Development of Smart energy Management System at VHeW for real time trend of energy Intensive processes with pareto charts, report and alerts. Development of energy efficient screw chiller with BMS system for 120t AC plant. Implemented robots on MDU DMC molding machines by improving oee; optimizing cycle time at Ahmednagar location. Implementation of timers for Flow Lines, Battery Chargers, Water Coolers, Auto switching off shop floor lights at Mahape location. Qualification of 15 kW small curing oven in place of 50 kW curing oven for smaller batch size zz Installation of VFD at Scrubber and FDVS system of plating shop at Vadodara. 73 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 zz zz zz zz zz zz zz zz zz zz zz Installation of censors in welding machines and batching plant to identify consumption of electricity in case machines are lying idle. Replacement of conventional light fittings with LeD in production/Utility areas at eWL Kancheepuram factory and Kansbahal works. Replacement of 33KV, 1250 KVA transformer with Level II energy efficient transformer due to failure of old transformer at eWL Kancheepuram factory. periodically conduct “tag-Your-Leak” survey at Kansbahal Works De dusting line Replaced Cogged belt in Blower instead of V belt and maintained the rated RpM and avoided the V belt slippage in the pulley. Replaced vertical gland pump 5Hp with AoD pump 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 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. Initiative has been taken for replacement of Air-Cooled Chiller with Water Cooled Chiller. Commissioned Air Compressor with Variable Speed Drive which reduced the air pressure from 5.5 to 6.5 bar to 5.2 bar constant pressure. zz Utilisation of Solar Lights for lighting around compound walls. (ii) Steps taken by the Company for utilizing alternate sources of energy: zz Shift towards usage of windmill power in the place of State electricity Board at Kanchipuram factory zz Solar panels installed at project sites (iii) Capital investment on energy conservation equipments: NIL 74 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: Usage of triple Blend concrete for the construction of the extradosed Bridge at Barapullah, Delhi. zz zz zz zz zz zz zz zz zz zz zz zz zz Implementation of formwork having height of 10 metre for the first time in India at Medigadda Barrage, telangana. Development of Iot based digital solution for concrete pour management at Medigadda Barrage, telangana. Usage of Secant pile as a cost effective and technically viable alternative for Jet grouting Cut off at Medigadda Barrage, telangana. Achieved better quality and faster erection time by usage of Large diameter Single stage Anchor Rod at Medigadda Barrage, telangana. Development of Iot based digital solution for Boulder transportation management at Kundankulam Nuclear power plant Hydro technical Structures package. Innovative use of In-house designed Auger Cleaner, Rock Splitter and Rock buster to check noise and environment pollution for construction of under- ground sections at Mumbai Metro project. Utilization of Floating barge for batching plant set up at Mumbai trans Harbour Link project. Adaptation of Reverse Circulation Drill (RCD) for Marine piling at Mumbai trans Harbour Link project. Launched 1500 ton truss structure by utilizing push Launching at Hyderabad Metro Rail project. Implementation of pile Base Grouting in a Bridge project at Khulna Mongla. Development of Insert Free tetrapod lifting arrangement. Installed strand jack arrangement for skidding and lowering of objects in shipbuilding. zz zz zz zz zz zz zz zz zz zz zz zz zz zz Usage of Analytics tools such as BI Dashboard: 15/30, pRotoN, CReMS and ConstZon. Utilization of smart stations, smart officer with 20+ applications, asset trackers in the factories. Initiated use of Drawing Automation, Advance Metrology, Advanced NDt and IeMQS- operational under SMARt processes. Implementation of Workmen Management System (Uberization), Smart Glass, Safety through VR under SMARt service. Development of capabilities in High-end Finite element Analysis including advanced non-linear FeA, Analysis of complex Heat exchanger models etc. Development of capability for CFD simulation in areas such as Conjugate Heat transfer analysis and analysis with Reaction kinetics. technology for Simulation of Manufacturing processes such as multi-layer weld overlay, heat treatment and forming and its application for ongoing jobs. Designing of Synloop Boiler with conventional ‘U’ type configuration. Development of phosphoric Acid Heaters with metallic tubes. optimization of design of support arrangement in Heavy Reactors. optimization of design for internals of Nuclear Steam Generator. Developed autonomous UnderWater Vehicle (AUV), AMoGH, meeting Indian Navy requirements for underwater surveillance. technology absorption from National Institute of ocean technology, Chennai for Remote operated Vehicles (RoV) for 500m to 6000m for unmanned underwater intervention & support like diver support, Submarine rescue, mine counter measure, etc technology absorption from National Institute of oceanography, Goa for Autonomous Underwater Vehicle (AUV) Maya- 200m configurable to meet military & civilian application. zz Implemented Integrated Life Support System – for tejas Aircraft (oxygen Generation System) zz zz zz zz zz zz zz zz zz zz zz Developed Chemical Warfare Agent Detection System Designed absorption of K9 armoured vehicle manufacturing technology from Korea Development of complete turn- key solution consisting of Search radar, track radar & antiaircraft Gun Development of Manoeuvrable expandable Aerial target (MeAt) which includes Airframe design, Avionics development including in house Flight Control Computer. Development of Catapult Bungee Launcher. Developed Fire Control Radar which tracks radar for short range air defence application. Developing swarming algorithms and implementation with a cluster of UAVs. Development of fully mechanized remote weapon station for guns giving capability to fire without being exposed to enemy. Complete WaterJet propulsion system developed in-house to benchmark performance against imported system for IBs. Developed High power high efficiency DC-DC converters with critical technology for increasing the endurance for Air independent propulsion (AIp) systems. Development of design of Avionics LRUs with Standby engine Instrument and Standby Instrumentation System for Helicopter platforms zz Work in progress with IIt Delhi under IMpRINt program for real-time imaging sonar suitable for variety of applications like AUVs, RoVs, Divers, etc Development of System for underwater Acoustic Signal Monitoring Development of non-destructive testing and geotechnical investigation of India’s longest bridge (Dhola-Sadia Bridge) in Assam. Designing and construction of Geocell and Geogrid stabilized base layers for heavy duty pavements. establishment of state of art testing facility for Geosynthetic materials used for various applications in construction projects. zz zz zz zz 75 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz establishment of state of art chemical testing facility for construction materials especially testing of potable water, industrial water and sewer waste water. Launch of the new R&D brochure highlighting the capabilities and achievements of the R&D centre. Development of in-house “Chloride Migration test” set-up for qualification of concrete mixes for mega structures. Designing of high resilient modulus (in excess of 3000 Mpa) dense bituminous macadam mixes for major highway project. Complete digitization of the testing activities at R&D laboratory with implementation of Laboratory Information Management Software (LIMS). Development of high flow concrete mix for (CFA)-Continuous flight auger system for pile casting Development of accelerated mix design method for concrete using ppC, opC+Fly ash and opC of high strength cement of 53 grade. Development of durability of concrete testing methods and correlations evaluation of light gauge sections for formwork Development of pre-stressing strands relaxation test facility as per IS 14268 and AStM A416 Development of maturity curves for tetra mix concrete Determining the suitable anchor cone assembly for climbing formwork evaluation of the proximity switches for nuclear projects under various environmental conditions Development of customized DBM mix designed at LtCRtC for extreme weather conditions were approved and adopted for construction at Bar Bilara Jodhpur Road project, Rajasthan. Controlled low strength material-CLSM has been implemented at CStI administrative block to fill the hollow portions below the tiles due to improper consolidation / settlement of soils Geo-concrete is placed for a ramp portion of heavy vehicle service station at Kanchipuram yard zz zz zz zz zz zz CFA pile casting using high flow concrete at NpCIL project in Haryana through DFI. Quantitative data analytics on HSD rebar mechanical properties Introduced DG500 KVA AMF panel to turn on automatically the eB & DG and implementation of online monitoring system. Implemented online monitoring of Water meters & report generation automatically, energy meter readings and monitoring shop wise consumption at Formwork unit. Automation of Ro plant and receipt of the running parameters by SMS such as pressure flow, reject water volume, total consumption, pH, tDS. Implemented online LpG consumption monitoring system in paint shop for monitoring efficient gas consumption. zz online seamless data transfer system implemented for water consumption monitoring. zz Monitoring LpG Leakage system implemented in LpG line to reduce the wastage at Formwork Factory, puducherry. zz zz zz zz zz zz zz Development of p55 manual bending machine fixtures as per site requirement. Development of Robomaster Double Bender Sleeve for tL projects 16mm short length hook job bending. Implementation of stirrup making machine magnet tray for coil iron dust collecting, to segregate iron dust and mud separately. Reduction in water consumption through arresting the leakage and replacement with new push type tap to all gardens and labour. Developed the twinmaster 12S Machine Manual control device to minimize coil feeding and setting time for increasing the productivity. to develop the clamping system in p42 manual bending machine to minimize the man power (helper). 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 76 zz zz zz zz zz zz zz zz zz zz zz zz zz 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 Development of “Closed Door operation” feature in the domestic LV Switchboards. Development of GV3N range of Gas Insulated Switchgear (GIS) and ‘SMARt’ RMUs to cater to requirements in Smart Cities and IpDS projects. Development of feeder pillar designs (Metallic/ Non-metallic). Development of ethernet switches and Data concentrators to complement LV, MV product offerings. Development of Slip power recovery system using indigenous developed IGBt based Active front end (AFe) and inverter for large Motors. Introduction of advanced Smart Metering Infrastructure with RF based L&t make Smart Meters at Indore using public and private (Govt. Community Cloud) cloud infrastructure for hosting solution required for Smart Metering. Development of LtLK MCBs for submersible pumps, typically replacing traditional rewireable fuses in agricultural sector. optimized the capacity of Laminar cooling water system for SAIL, RSp Hot Strip Mill project. Development of High Rate Mill Scale filtration system design and manufactured indigenously for SAIL, RSp, Hot Strip Mill project, with basic design for the Filters from envirotherm GmbH, Germany. Development of design of Scale pit & Settling tank for SAIL RSp Hot Strip Mill. Developed capability to design Single Flight pipe Conveyors for a diameter as high as 600 mm and upto a length of 8 km. zz Developed twin wagon loading system with cross transfer car & wagon positioner. zz zz zz zz zz zz zz Designed rotary silo extractor for coal handling of power plant for an export order. Installation of specialized fixed stacker with twin track arrangement for coal handling in port Stockyard. Designed and manufactured track mounted mobile roll crusher (for Coal application). Developed skid mounted crushing plant with impactor to meet specific customer application. Development of higher capacity surface miner KSM404 and operational in coal application. Developed segmented roll design for better service life of Roll Crusher. Implementation of MIG welding in place of SMAW welding (ii) Benefits derived like product improvement, cost reduction, product development or import substitution: zz zz zz zz zz zz zz Usage of Analytics has resulted in Real time monitoring, Quick decision making, Multiple data source and Drill down available for BI dashboard. Usage of Smart factory has resulted in increase in productivity by 30%, reduction in cycle time, effective utilization of machine, cost control and easy and fast transaction/communication. Implementation of Smart process has resulted into additional engineering capacity, improved visualization and reduction in planning efforts. Initiation of Smart service has resulted into efficiency in communication, connecting workmen with messages, effective handling of site queries and immersive trainings for workmen. entry in light weight AUV market with immediate business potential in South Asia technology enabler to develop variants for other platforms and to Develop products for High Altitude survival kits. Development of Remote operated Gun Mount (RoGM) has resulted in unleashing the potential to be incorporated in various upcoming/ in-service armored vehicles in India 77 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 zz zz zz zz zz zz Development of WaterJet propulsion system has provided indigenous solution for propulsion of high speed boats & ships. Indigenous Sonar sensor solution for various underwater application the digitalization of testing activities at R&D centre will save precious time and manpower. Implementation of LIMS at the project sites enables us to build a comprehensive material performance data base and thus aide in improvement of quality of construction materials used at site. Development of high flow concrete mix for (CFA)-Continuous flight auger system for pile casting Development of accelerated mix design method for concrete using cement and cementitious materials zz Development of durability of concrete testing methods and correlations (iii) Information regarding technology imported during the last 3 years: S. No. Technology Imported a) Flue Gas Desulphurization Year of Import 2016 b) UV disinfection system 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. 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. 78 S. No. Technology Imported c) Vortex Grit Removal in Sewage treatment plant Year of Import Status of absorption & reasons for non- absorption, if any 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. 2017 d) MBR (Membrane Bioreactor) technology 2017 Fully absorbed this technology and are implementing the same with other projects like 318 MLD WWtp at Coronation pillar, DJB – Cluster Stps. 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. Year of Import 2018 S. No. Technology Imported Magnetic Field Analysis for Underground 220kV power cables inside power Duct Unistage tire Building machine passenger- 12-17 and electrical platen Heating System 3D Virtual Reality Model in Ctp-14 2017 2017 e) f) g) (iv) Expenditure incurred on research & development: Capital Recurring (Includes customer funded R 0.52 crore) Total total R&D expenditure as a percentage of total turnover v crore 2018-19 47.95 168.75 216.70 0.25% C. ForEIGN EXCHaNGE EarNINGS aNd oUTGo: Foreign exchange earned Foreign exchange used v crore 2018-19 20211.96 20212.38 Status of absorption & reasons for non- absorption, if any 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. Indigenized Rubber processing Machines by designing, developing specifications and adapting to International customers’ needs. enhancing the demonstration capabilities for the civil components viz., track, embankment, bridges, drain, retaining wall, etc. 79 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 shareholder 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 companywide 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 Review of major order prospects (Standalone/ Group) / “Integrated offerings” 80 zz zz zz zz zz zz zz Review of consolidated financials including working capital, cash flow, capital structure, etc. Review of Monthly / Quarterly / Yearly financial performance Review of Revenue, Capital & Manpower Budget and performance there against Review and discuss strategic issues which impact the entire organization, viz., i. ii. International business expansion IC synergies iii. HR Update/ talent Management / Service contract extensions for senior management personnel iv. Digitalization & Analytics initiatives Approval of common policies Sharing of best practices, etc. Strategic plans and business portfolio reviews 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): 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. 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. 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 2019, the Board comprises 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, including one Independent Woman Director. the composition of the Board, as on 31st March 2019, is in conformity with the provisions of the Companies Act, 2013 and Regulation 17 of the SeBI (Listing obligations & Disclosure Requirements) Regulations, 2015 (‘SeBI LoDR Regulations’). 81 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 also if 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, 9 meetings were held on 5th April 2018, 28th May 2018, 25th July 2018, 23rd August 2018, 31st october 2018, 25th January 2019, 5th March 2019, 25th March 2019 and 26th March 2019. the Independent Directors met on 30th November 2018 to discuss, interalia, the performance evaluation of the Board, Committees, Chairman and the individual Directors. 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 discussions 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 and dated by the Chairman of the Board at the next meeting. the following is the composition of the Board of Directors as on 31st March 2019. 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 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. GC Ceo & MD eD eD eD eD eD ID ID ID ID NeD ID ID NeD ID 9 9 9 9 9 9 9 9 9 9 9 1 9 9 9 9 No. of Board Meetings attended 9 8 9 9 9 8 9 9 9 8 8 1 9 9 2 9 attendance at last aGM YeS YeS YeS YeS YeS YeS YeS YeS YeS YeS YeS – YeS YeS No YeS 82 Name of director Category Meetings held during the year Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta (Note 2) Mr. Hemant Bhargava (Note 1) * Meetings held during the year are expressed as number of meetings eligible to attend. Note: 1. Representing equity interest of LIC ID NeD ID ID ID NeD NeD 9 9 9 9 9 9 7 No. of Board Meetings attended 9 9 9 8 9 8 2 attendance at last aGM YeS YeS No YeS YeS YeS No 2. Representing equity interest of SUUtI $ - Ceased to be a Director w.e.f. 2nd May 2018 * - Appointed as a Director w.e.f. 28th May 2018 GC – Group Chairman Ceo & MD – Chief executive officer & Managing Director eD – executive Director NeD – Non-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 17A of the SeBI LoDR Regulations. the names of the listed entities (whose equities and debt securities are listed) wherein the Director holds directorships as on 31st March 2019 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 Names of Listed entities where he holds directorship Larsen & toubro Limited Larsen & toubro Infotech Limited L&t technology Services Limited Larsen & toubro Limited Larsen & toubro Infotech Limited L&t technology Services Limited L&t Metro Rail (Hyderabad) Limited Larsen & toubro Limited Larsen & toubro Infotech Limited L&t Finance Holdings Limited L&t Infrastructure Development projects Limited L&t Metro Rail (Hyderabad) Limited Larsen & toubro Limited Nabha power Limited Larsen & toubro Limited Larsen & toubro Limited Larsen & toubro Limited Category of directorship Group Chairman Non-executive Chairman Non-executive Chairman Chief executive officer and Managing Director Vice- Chairman Vice- Chairman Chairman Whole-time Director and Chief Financial officer Non-executive Director Non-executive Director Non-executive Director Non-executive Director Whole-time Director Non-executive Director Whole-time Director Whole-time Director Whole-time Director 83 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of director Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Adil Zainulbhai Mr. Akhilesh Gupta Mrs. Sunita Sharma Mr. thomas Mathew t. Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Names of Listed entities where he holds directorship Larsen & toubro Limited essel propack Limited Atul Limited Larsen & toubro Infotech Limited Lodha Developers Limited Bhageria Industries Limited Larsen & toubro Limited Batliboi Limited Nicco parks & Resorts Limited Larsen & toubro Limited Crisil Limited Hero Motocorp Limited tech Mahindra Limited Biocon Limited Interglobe Aviation Limited Larsen & toubro Limited Colgate-palmolive (India) Limited Ht Media Limited Apollo tyres Limited Mahindra & Mahindra Limited Jubiliant Foodworks Limited Larsen & toubro Limited Reliance Industries Limited Network18 Media & Investment Limited Reliance Jio Infocomm Limited Cipla Limited tV18 Broadcast Limited Larsen & toubro Limited Larsen & toubro Limited Larsen & toubro Limited L&t Finance Holdings Limited L&t Infra Debt Fund Limited L&t Infrastructure Finance Company Limited Larsen & toubro Limited Larsen & toubro Limited Larsen & toubro Limited Cipla Limited Max Financial Services Limited Altico Capital India Ltd Nayara energy Limited Category of directorship Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Chairman- Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Chairman- Independent Director Independent Director Independent Director Chairman - Independent Director Independent Director Nominee Director Independent Director Independent Director Independent Director Independent Director Independent Director Non- executive Director Independent Director Independent Director Independent Director Chairperson Non-executive Director 84 Name of director Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta Mr. Hemant Bhargava Category of directorship Names of Listed entities where he holds directorship Independent Director Larsen & toubro Limited Independent Director Larsen & toubro Infotech Limited UFo Moviez India Limited Chairman and Independent Director pidilite Industries Limited Independent Director Mahindra Holidays & Resorts India Limited Independent Director Larsen & toubro Limited Independent Director Independent Director L&t technology Services Limited Independent Director MRF Limited Independent Director Mphasis Limited Chairman - Independent Director take Solutions Limited Independent Director entertainment Network (India) Limited Independent Director Bharti Infratel Limited Nominee Director Larsen & toubro Limited Independent Director the State trading Corporation of India Limited Larsen & toubro Limited the tata power Company Limited Voltas Limited ItC Limited LIC Housing Finance Limited Nominee Director Nominee Director Non-executive Director Non- executive Director Chairman As on 31st March 2019, 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. Adil Zainulbhai Mr. Akhilesh Gupta Mrs. Sunita Sharma Mr. thomas Mathew t. No. of other company directorships 4 3 8 9 2 1 2 7 2 6 6 6 0 1 4 No. of Committee Membership 0 2 4 1 0 0 0 3 1 5 2 1 0 0 2 No. of Committee 0 0 0 0 0 0 0 4 0 4 1 5 0 1 2 85 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of director Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta Mr. Hemant Bhargava No. of other company directorships 1 1 4 4 9 2 8 No. of Committee Membership 2 0 5 3 3 0 1 No. of Committee 0 0 0 2 4 0 0 zz zz other Company Directorships includes directorships in all entities whose securities are listed. However, it excludes private limited companies, foreign companies and Section 8 companies. the details of Committee Chairmanships / Memberships are disclosed as per Regulation 26 of the SeBI LoDR Regulations. 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 zz zz zz Minutes of meeting of Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee Details of any joint venture, acquisitions of companies or collaboration agreement or sale of investments, subsidiaries, assets 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 zz Developments in respect of human resources/industrial relations zz 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 Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. 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. 86 e. Board Skill Matrix: the matrix setting out the skills / expertise/competence of the Board of Directors is given below: Sr. No 1 2 3 4 5 6 Experience / Expertise / attribute Comments Leadership Industry knowledge and experience experience and exposure in policy shaping and industry advocacy Governance including legal compliance expertise/experience in Finance & Accounts / Audit / Risk Management areas Global experience / International exposure Ability to envision the future and prescribe a strategic goal for the Company, help the Company to identify possible road maps, inspire and motivate the strategy, approach, processes and other such key deliverables and mentor the leadership team to channelize its energy/efforts in appropriate direction. Be a thought leader for the Company and be a role model in good governance and ethical conduct of business, while encouraging the organisation to maximise shareholder value. Should have had hands on experience of leading an entity at the highest level of management practices. Should possess domain knowledge in businesses in which the Company participates viz. Infrastructure, power, Heavy engineering, Defence, Hydrocarbon, Financial Services, Information technology and technology Services. Must have the ability to leverage the developments in the areas of engineering and technology and other areas as appropriate for betterment of Company’s business. Should possess ability to develop professional relationship with the policy makers and Regulators for contributing to the shaping of Government policies in the areas of Company business. Commitment, belief and experience in setting corporate governance practices to support the Company’s robust legal compliance systems and governance policies/practices. Ability to understand financial policies, accounting statements and disclosure practices and contribute to the financial/risk management policies/practices of the Company across its business lines and geography of operations Ability to have access and understand business models of global corporations, relate to the developments with respect to leading global corporations and assist the Company to adapt to the local environment, understand the geo political dynamics and its relations to the Company’s strategies and business prospects and have a network of contacts in global corporations and industry worldwide. the above list of core skills/expertise/competencies identified by the Board of Directors as required in the context of its business(es) and sector(s) for it to function effectively, are available with 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 in compliance with the provisions of the Companies Act, 2013, SeBI LoDR Regulations and are also 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 (except Risk Management Committee) are convened by the Company Secretary in consultation with 87 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 zz 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. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 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 88 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. 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. zz zz zz zz zz Discussion with internal auditors about any significant findings and follow up there on. zz zz zz zz zz zz zz zz zz zz 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. Approval or any subsequent modification of transactions of the Company with related parties. Reviewing the utilization of loans and/ or advances from/investment in the subsidiary companies exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments. zz zz 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, when necessary. ii) Composition: As on 31st March 2019, the Audit Committee comprised of four Independent Directors. iii) Meetings: During the year ended 31st March 2019, 8 meetings of the Audit Committee were held on 27th April 2018, 27th May 2018, 24th July 2018, 23rd August 2018, 30th october 2018, 13th December 2018, 24th January 2019 and 27th February 2019. 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 Mr. Narayanan Kumar # Member 8 8 1 8 6 8 6 1 8 6 Meetings held during the year are expressed as number of meetings eligible to attend. @ ceased to be a member w.e.f. 2nd May 2018 # appointed as a member w.e.f 28th May 2018 89 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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. the Corporate Audit Services team of the Company also covers the internal audit of all ICs and Subsidiary Companies. An in-depth audit is conducted by the team. the major deviations are highlighted and discussed with the concerned IC and / or subsidiary company Boards and the report highlighting the variations and the suggested corrective actions are also placed before the Audit Committee of the Company. Some subsidiaries have engaged external firms for conducting internal audit. 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); 90 zz Recommend to the Board, all remuneration, in whatever form, payable to senior management. ii) Composition: As at 31st March 2019, the Committee comprised of 3 Independent Directors and the Group Chairman. iii) Meetings: During the year ended 31st March 2019, 7 meetings of the Nomination & Remuneration Committee were held on 5th April 2018, 28th May 2018, 25th July 2018, 31st october 2018, 25th January 2019, 22nd February 2019 and 25th March 2019. the attendance of Members at the Meetings was as follows: Name Status Mr. Subodh Bhargava Chairman Mr. A. M. Naik Member Mr. Adil Zainulbhai Member Mr. Thomas Mathew T. Member No. of Meetings Attended No. of meetings during the year 7 7 7 7 7 7 7 7 Meetings held during the year are expressed as number of meetings eligible to attend. 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 all the applicable regulations of the SeBI LoDR Regulations. 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 the SeBI LoDR Regulations. 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 LoDR Regulations. the Board has taken on record the declaration and confirmation submitted by the Independent Directors and after assessing the veracity of the same, the Board is of the opinion that the Independent Directors fulfill the conditions specified in the SeBI LoDR Regulations and are independent of the management. 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 91 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 1,00,000/- per meeting of the Board and R 50,000/- for Audit Committee and Nomination and Remuneration Committee meetings and R 35,000/- 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 provides 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 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 LoDR Regulations, 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 Independent directors: 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, assessment of their independence, 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 interacts with all the Non-executive Directors & Independent Directors on a one-to-one basis. the NRC Chairman also interacts with the executive Directors. Members are also requested to refer to page 70 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 92 & 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 exist several structured core developmental programs, conducted by reputed institutions like IIM-Bangalore, IIM-Calcutta, XLRI, Symbiosis and NMIMS for deserving employees to develop superior management skills and capabilities. A host of strategic and behavioral 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 2019: (a) Executive directors: the details of remuneration paid / payable to the executive Directors for 2018-19 is as follows: v crore Total Retirement Benefits Commission Names Salary Perquisites Perquisites related to ESOPs* 21.508 0.272 5.671 2.332 2.630 3.743 7.270 0.198 0.520 1.710 1.590 2.400 7.049 14.121 12.154 25.075 18.603 48.454 Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra N. Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J. D. Patil *Represents the 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. 4.186 5.985 1.230 1.230 0.120 0.220 6.998 9.383 1.462 1.948 5.283 1.050 0.180 1.710 8.223 - - - zz Notice period for termination of appointment of Chief executive officer & Managing Director and other Whole-time Directors is six months on either side. 93 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 zz zz zz No severance pay is payable on termination of appointment. Details of options granted under employee Stock option Schemes are provided on the website of the Company www.larsentoubro.com. Apart from eSops of the Company, Mr. S. N. Subrahmanyan has also been vested 40,000 stock options in Larsen & toubro Infotech Limited and L&t technology Services Limited each and he has exercised the same. Similarly, Mr. R. Shankar Raman has been vested 20,000 stock options in Larsen & toubro Infotech Limited and he has exercised the same. the perquisite amount on exercise of these options is 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 2018-19 is as follows: 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 Mrs. Sunita Sharma # Mr. Thomas Mathew T. Mr. Ajay Shankar Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Sitting Fees for Board Meeting 0.088 0.088 0.088 0.078 0.078 Sitting Fees for Committee Meeting 0.034 0.038 0.034 0.028 0.017 Commission Others v crore Total 5.000 0.381 0.531 0.383 0.349 3.033* 8.155** 0.507 0.653 0.489 0.444 NIL NIL NIL NIL 0.008 0.004 0.047# 0.088 0.088 0.020 0.088 0.088 NIL 0.088 0.078 0.034 NIL NIL 0.034 0.014 NIL NIL 0.038 0.354 0.174 0.013 0.308 0.280 NIL 0.174 0.260 NIL NIL NIL NIL NIL NIL NIL NIL NIL 0.059 0.476 0.262 0.033 0.430 0.382 NIL 0.262 0.376 94 Names Commission Others v crore Total Sitting Fees for Board Meeting 0.088 0.078 0.020 Sitting Fees for Committee Meeting 0.030 NIL NIL Mr. Narayanan Kumar Mr. Arvind Gupta # Mr. Hemant Bhargava @ # * Others include pension of R 3 crore and perquisite value of 0.279 0.155 0.017 NIL NIL NIL 0.397 0.233 0.037 housing and medical R 0.033 crore ** Does not include the perquisite value related to ESOPs exercised during the year in respect of stock options granted over the past several years by Larsen & Toubro Infotech Limited and L&T Technology Services Limited of R 213.39 crore. @ Appointed as a Director w.e.f. 28th May 2018 $ Ceased to be a Director w.e.f. 2nd May 2018 # Payable to respective Institutions they represent. Mr. A. M. Naik has exercised 5,49,375 & 10,40,000 vested outstanding stock options which were granted in Larsen & toubro Infotech Limited and L&t technology Services Limited respectively. the perquisite amount on exercise of these options are R 213.39 crore. Details of shares and convertible instruments held by the Non-executive Directors as on 31st March 2019 are as follows: Names Mr. A. M. Naik Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta 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 * Mr. Hemant Bhargava * Mr. Hemant Bhargava No. of Shares held 4,24,958 2,443 1,125 225 1,327 150 7,680 4,500 150 94,650 1,500 150 150 150 100 100 90 * 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 zz zz Resolving the grievances of the security holders of the company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. Review of measures taken for effective exercise of voting rights by shareholders. Review of adherence to the service standards adopted by the company in respect of various services being rendered by the Registrar & Share transfer Agent. Review of the various measures and initiatives taken by the company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the company. ii) Composition: As on 31st March 2019 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 2019, 4 meetings of the Stakeholders’ Relationship Committee were held on 28th May 2018, 25th July 2018, 31st october 2018 and 25th January 2019. the attendance of Members at the Meetings was as follows- Name Status No. of Meetings Attended No. of meetings during the year Mrs. Sunita Sharma Mr. Ajay Shankar Chairperson Member Mr. Shailendra Roy Member 4 4 4 0 4 4 Meetings held during the year are expressed as number of meetings eligible to attend. the meetings were chaired by Mr. Ajay Shankar in the absence of Ms. Sunita Sharma. 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 3 135 122 16 44 62 10057 9601 500 3007 2905 164 Demat / Remat 7 1969 1844 132 * Investor complaints / queries shown outstanding as on 31st March 2019 have been subsequently resolved to the complete satisfaction of the investors. 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 40 meetings during the year and approved the transfer of shares lodged with the Company. pursuant to SeBI press release dated 3rd December 2018, requests for effecting physical transfer of securities subsequent to 1st April 2019, shall not be approved by the Share transfer Committee. 95 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 2019, the CSR Committee comprised of 1 Independent Director and 2 executive Directors. iii) Meetings: During the year ended 31st March 2019, 5 meetings of the CSR Committee were held on 21st May 2018, 4th July 2018, 8th August 2018, 1st November 2018 and 14th March 2019. the attendance of Members at the Meetings was 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 5 5 5 5 5 5 iv) CSr activities & Impact assessment: the Company, through its CSR Committee, is committed to improve the social infrastructure of the country. 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 96 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 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 more than 6.5 lakh individuals through our CSR programs in 2018-19. 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 115 to 120 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: zz Review of 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. zz Review of the operational risks including client quality, manpower availability, logistics and other aspects which impact the Company and the group. zz Review of the cyber security risks. ii) Composition: As on 31st March 2019, the Apex Risk Management Committee comprised of 2 executive Directors and 1 Non-executive Director. iii) Meetings: During the year ended 31st March 2019, 5 meetings of the Apex Risk Management Committee were held on 6th April 2018, 25th May 2018, 5th July 2018, 21st November 2018 and 15th January 2019. the attendance of Members at the Meetings was as follows- Name Status No. of meetings during the year No. of Meetings Attended Mr. S. N. Subrahmanyan Chairman Mr. R. Shankar Raman Member Mr. Subramanian Sarma Member 5 5 5 5 4 4 G. oTHEr INForMaTIoN a) directors’ Familiarization Program: All our directors are aware and are also updated as and when required, of their role, responsibilities & liabilities. 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 97 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 68 of the Board Report. c) Vigil Mechanism / Whistle Blower Policy : the Company has a Whistle Blower policy in place since April 2004. the said policy was modified in line with the requirements of the 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 and instances of leak of unpublished price sensitive information. 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 refer to page 71 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. 98 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 286,000 people with revenues over $43 billion. Deloitte India has more than 10,000 professionals operating out of 13 cities – Ahmedabad, Bangalore, Vadodara, 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, which include 2,500+ professionals in Audit, 2,350 + in Tax, 1,900+ in Consulting, and 1000+ in Financial Advisory. For the financial year 2018-19, the total fees paid by the Company and its subsidiaries, on a consolidated basis, to Deloitte Haskins & Sells LLP, Statutory Auditor and all entities in the network firm/network entity of which the statutory auditors are a part thereof for all the services provided by them is R 10.95 crore. Also refer to page 72 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 and Senior Management Personnel. S. N. Subrahmanyan Chief Executive Officer & Managing Director Date: 10th May 2019 Place: Mumbai f) General Body Meetings: The last three Annual General Meetings of the Company were held as under: Date Financial Year 2017-2018 23rd August 2018 2016-2017 22nd August 2017 2015-2016 26th August 2016 Venue Time Birla Matushri Sabhagar St. Andrews Auditorium 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 23rd August 2018: zz zz To appoint Mr. A.M. Naik as a Non- Executive Director of the Company with effect from 1st October 2017 who has attained the age of 75 years. To approve the payment of remuneration to Mr. A.M. Naik, being in excess of fifty percent of the total annual remuneration payable to all the Non-Executive Directors. zz To approve raising of finances through issue of debentures upto R 6000 crore. Annual General Meeting held on 22nd August 2017: zz To re-appoint Mr. Subodh Bhargava as an Independent Director of the Company for a five year term upto 29th March 2022. 99 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 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. Note : the resolution relating to raising of finances have been taken at each of the above AGMs since the validity of the resolution is one year. g) approval of Members through Postal Ballot: the members approved a Special Resolution under Section 110 of the Companies Act, 2013 read with the Rule 22 of the Companies (Management and Administration) Rules, 2014 on 1st october 2018 permitting the Company to buyback six crore equity Shares or higher of the Company from all the equity shareholders on a proportionate basis through the tender offer Mechanism for acquisition of shares through stock exchange under the Securities and exchange Board of India (Buyback of Securities) Regulations, 2018 at a maximum price of R 1,500 per equity share aggregating to R 9,000 crore. 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 35,59,085 91,21,15,907 91,56,74,992 99.85 86,531 12,87,614 13,74,145 0.15 ToTaL 36,45,616 91,34,03,521 91,70,49,137 100.00 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 along with postal Ballot Notice and Ballot Form. the calendar of events containing the activity chart is filed with the Registrar of Companies within 7 days of the passing of the Resolution by the Board of Directors. 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 No. 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 are provided to the Stock 100 exchanges and 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. the policies for determining material subsidiaries and related party transactions are available on our website http://investors. larsentoubro.com/Listing-Compliance.aspx. 7. 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 296 to 298 of this Annual Report. 8. As required under the provisions of SeBI LoDR Regulations, a certificate confirming that none of the Directors on the Board have been debarred or disqualified by the Board/Ministry of Corporate Affairs or any such statutory authority obtained from M/s S. N. Ananthasubramanian & Co., Company Secretaries is a part of the Corporate Governance report. 9. Details in relation to the Sexual Harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013 form a part of the Board Report. please refer to page 70 of this Annual Report. i) Means of communication: Financial Results and other Communications 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. Advertisements relating to IepF, e-Voting, AGM related compliances, etc. are published in the Financial express & Loksatta News Releases Website Filing with Stock exchanges Annual Report and Annual General Meeting Management Discussion & Analysis official news releases are sent to stock exchanges as well as displayed on the Company’s website: www.larsentoubro.com. 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 would also be made available on the websites of the 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. 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 last three Annual General Meeting in co-ordination with NSDL/Karvy. the Company will continue to provide webcast facility in future. the Company suitably responds to the queries, if any, raised by the shareholders through the webinar. this forms a part of the Annual Report which is mailed to the shareholders of the Company. 101 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 presentations made to Institutional Investors and Analysts the schedule of analyst / institutional investor meets and presentations made to them on a quarterly basis are informed to the Stock exchanges and also 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 LoDR Regulations, 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 year 2010-11. the details are given in the Board Report. please refer to page 66 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, 1st August 2019 at Birla Matushri Sabhagar, New Marine Lines, Mumbai – 400020 at 3.00 p.m. 102 b) Financial calendar: 1. Annual Results of 10th May 2019 2018-19 2. Mailing of Annual First week of July 2019 Reports 3. First Quarter Results During the last week of July 2019 * 4. Annual General 1st August 2019 Meeting 5. payment of Dividend 5th August 2019 6. Second Quarter results 7. third Quarter results During third week of october 2019 * During third week of January 2020 * * tentative c) Book Closure: the dates of Book Closure are from Friday, 26th July 2019 to thursday, 1st August 2019 (both days inclusive) to determine the members entitled to the dividend for financial year 2018-2019. 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 admitted for trading on London Stock exchange. e) Listing Fees to Stock Exchanges: the Company has paid the Listing Fees for the year 2019-2020 to BSe and NSe. Fees to London Stock exchange and Luxembourg Stock exchange will be paid on receipt of the bill. f) Custodial Fees to depositories: the Company has paid custodial fees for the year 2019-2020 to Central Depository Services (India) Limited (CDSL) and fees to National Securities Depository Limited (NSDL) will be paid on receipt of the invoice. g) Stock Code / Symbol: Month L&T NSE Price (v) NIFTY 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 2018-19: Month L&T BSE Price (v) BSE SENSEX 2018 April May June July High Low Month Close High Low Month Close 1405.00 1291.80 1400.60 35213.30 32972.56 35160.36 1424.50 1311.00 1367.60 35993.53 34302.89 35322.38 1395.95 1205.60 1271.30 35877.41 34784.68 35423.48 1346.80 1243.50 1302.60 37644.59 35106.57 37606.58 August 1373.90 1226.05 1369.10 38989.65 37128.99 38645.07 September 1389.00 1250.00 1266.65 38934.35 35985.63 36227.14 October 1303.00 1183.40 1298.35 36616.64 33291.58 34442.05 November 1435.00 1321.95 1429.65 36389.22 34303.38 36194.30 December 1459.10 1344.50 1438.50 36554.99 34426.29 36068.33 2019 January 1449.00 1268.00 1313.40 36701.03 35375.51 36256.69 February 1334.50 1202.30 1294.50 37172.18 35287.16 35867.44 March 1414.95 1276.35 1384.05 38748.54 35926.94 38672.91 ) V ( E S B - T & L 2000 1900 1800 1700 1600 1500 1400 1300 1200 1100 1000 900 800 700 600 Stock Performance L&T BSE (v) BSE SENSEX Apr 18 May 18 Jun 18 Jul 18 Oct 18 Sep 18 Nov Aug 18 18 Daily Closing Price Dec 18 Jan 19 Feb 19 Mar 19 40000 39000 38000 37000 36000 35000 34000 33000 32000 X E S N E S E S B Low Month Close High 2018 1405.00 April 1424.95 May 1396.00 June 1346.90 July August 1374.00 September 1390.00 October 1304.00 November 1438.15 1459.70 December 1290.20 1311.00 1206.00 1242.90 1226.00 1250.15 1182.50 1321.60 1343.65 Low High Month Close 1400.90 10759.00 10111.30 10739.35 1370.40 10929.20 10417.80 10736.15 1275.10 10893.25 10550.90 10714.30 1302.30 11366.00 10604.65 11356.50 1369.55 11760.20 11234.95 11680.50 1272.10 11751.80 10850.30 10930.45 1297.50 11035.65 10004.55 10386.60 1432.50 10922.45 10341.90 10876.75 1437.55 10985.15 10333.85 10862.55 2019 January February March ) V ( E S N - T & L 2000 1900 1800 1700 1600 1500 1400 1300 1200 1100 1000 1445.00 1334.55 1415.00 1268.20 1201.10 1277.05 1314.30 10987.45 10583.65 10830.95 1292.95 11118.10 10585.65 10792.50 1385.30 11630.35 10817.00 11623.90 Stock Performance L&T NSE (v) NSE NIFTY Apr 18 May 18 Jun 18 Jul 18 Oct 18 Sep 18 Nov Aug 18 18 Daily Closing Price Dec 18 Jan 19 Feb 19 Mar 19 13000 12500 12000 11500 11000 10500 10000 9500 Y T F I N E S N i) registrar and Share Transfer agents (rTa): Karvy Fintech pvt. Ltd. (previously known as Karvy Computershare private Limited) Unit: Larsen & toubro Limited Karvy Selenium tower B, plot number 31 & 32 Financial District Gachibowli, Nanakramguda, Hyderabad, telangana - 500 032. j) Share Transfer System: pursuant to SeBI press releases dated 3rd December 2018 and 27th March, 2019, except in case of transmission or transposition of securities, requests for effecting transfer of securities subsequent to 1st April 2019, shall not be processed by the Company unless the securities are held in the dematerialized form with a depository. the share related information is available online. 103 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. the number of shares held in dematerialized and physical mode as on 31st March 2019 is as under: As required under Regulation 40 of the SeBI LoDR Regulations, 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 2019: No. of Shares Shareholders Shareholding Upto 500 501 – 1000 1001 – 2000 2001 – 3000 3001 – 4000 4001 – 5000 5001 – 10000 10001 & ABOVE TOTAL Number % Number 9,73,313 90.84 8,75,23,827 4.43 2.52 0.86 0.36 0.24 0.39 3,48,50,397 3,75,10,498 2,24,84,508 1,33,18,394 1,14,86,494 2,92,59,587 47,445 27,037 9,235 3,840 2,558 4,210 3,851 % 6.24 2.48 2.67 1.60 0.95 0.82 2.09 0.36 116,62,95,680 83.14 10,71,489 100.00 140,27,29,385 100.00 l) Categories of Shareholders is as under: Category 31.03.2019 31.03.2018 No. of Shares % No. of Shares % Financial Institutions 30,15,15,029 21.49 33,25,25,270 23.73 Foreign Institutional Investors 26,22,44,271 18.70 25,81,41,851 18.42 Shares underlying GDRs 2,28,26,592 1.63 2,96,43,045 2.12 Mutual Funds 22,89,29,940 16.32 20,23,45,408 14.44 Bodies Corporate 9,01,82,021 Directors & Relatives 15,76,870 6.43 0.11 8,99,08,301 14,21,965 6.42 0.10 L&T Employees Welfare Foundation 17,21,28,421 12.27 17,21,28,421 12.28 General Public 32,33,26,241 23.05 31,52,55,195 22.49 TOTAL 140,27,29,385 100.00 140,13,69,456 100.00 m) dematerialization of shares & Liquidity: the Company’s Shares are required to be compulsorily traded in the Stock exchanges in dematerialized form. 104 No. of shares Held in dematerialized form in NSDL Held in dematerialized form in CDSL Physical Total 131,63,58,855 6,49,66,403 2,14,04,127 140,27,29,385 % of total capital issued 93.84 4.63 1.53 100.00 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 2019: (iii) (i) (ii) USD 200 million NIL 0.675% USD 200 million Foreign Currency Convertible Bonds due 2019 Principal Value of the Bonds issued Principal Value of Bonds converted to GDRs since issue Principal Value of Bonds outstanding as at 31st March 2019 Underlying Equity Shares / GDR’s issued pursuant to conversion as per (ii) above Underlying Equity Shares / GDR’s that may be issued pursuant to conversion notices in respect of (iii) above 95,20,455 shares USD 200 million NIL (iv) (v) these Convertible Bonds are listed on the Singapore exchange Securities trading Limited. o) Listing of debt Securities: 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) 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) Credit rating: Rating Agency Type of Instrument CRISIL Limited Non-Convertible Debentures Inflation-linked Capital- Indexed Non-Convertible Debentures Rating ‘CRISIL AAA/Stable’ ‘CRISIL AAA/Stable’ Commercial Paper ‘CRISIL A1+’ ICRA Limited Non-Convertible Debentures Programme ‘[ICRA] AAA (stable)’ Commercial Paper ‘[ICRA] A1+’ r) 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. s) address for correspondence: Larsen & toubro Limited, L&t House, Ballard estate, Mumbai 400 001. tel. No. (022) 6752 5656, Fax No. (022) 6752 5893 Shareholder correspondence may be directed to the Company’s Registrar and Share transfer Agent, whose address is given below: 1. Karvy Fintech 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.karvyfintech.com 2. Karvy Fintech 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 t) Investor Grievances: the Company has designated an exclusive e-mail id viz. IGrC@LarSENToUBro.CoM to enable investors to register their complaints, if any. u) Securities dealing Code: pursuant to the SeBI (prohibition of Insider trading) Regulations, 2015 (‘SeBI pIt Regulations’), the Company had 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. 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 pIt Regulations / Code. pursuant to the enactment of the SeBI (prohibition of Insider trading) (Amendment) Regulations, 2018, the Company has suitably modified the provisions of the Code and formulated requisite policies which are effective from 1st April 2019. 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 105 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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. v) 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 assessment, 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 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. w) 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 pIt 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. x) ISo 9001:2015 Certification: the Company’s Secretarial Department which provides secretarial services and investor services for the Company and its Subsidiaries and Associates is ISo 9001:2015 certified. y) 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 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 106 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. z) 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. pursuant to the SeBI circular no. CIR/CFD/ CMD1/27/2019 dated 8th February 2019, the Company has obtained an annual secretarial compliance report from M/s. S. N. Ananthasubramanian & Co., Company Secretaries and shall submit the same to the Stock exchanges within the prescribed timelines. aa) 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) as well as an external consultant 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. the review is placed before the Board of the respective IC / 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. bb) Group Governance Policy: Vide its circular dated 10th May 2018, SeBI has introduced the concept of Group Governance Unit. the circular expects listed companies to monitor their governance through a Governance Committee and establishment of a strong and effective group governance policy. “Corporate Governance” in the Company and its subsidiaries broadly includes strategic supervision by the Board and its Committees, compliance of Code of Conduct, Statutory Compliance including compliance of Companies Act / applicable SeBI Regulations, avoiding conflict of interest, Risk Management, Internal Controls and Audit. the Company has three listed entities within the group. each of these entities have their own Board and Board Committees in compliance with the Companies Act 2013 & SeBI LoDR Regulations. the oversight of their subsidiaries (34 subsidiaries) is as per Companies Act 2013 & SeBI LoDR Regulations. the Board Report and the annexures of these listed companies contains various disclosures dealing with subsidiary companies. each of these listed entities has one executive Director and one Independent Director of the Company on its Board. Any financial assistance to the above companies or purchase/sale by the Company of their shares, is dealt with by the Company’s Board. these listed entities publish their independent Auditors’ certificate on Corporate Governance, secretarial audit report of practising Company Secretary and Ceo/CFo’s certificate for internal controls for financial reporting. Responsibility of the Company’s corporate team in the areas of statutory compliance (including corporate laws), Risk Management, Internal Controls and Internal Audit, covers all unlisted subsidiaries. the three listed entities have their own teams to carry out these functions. the Company has a multi –tier governance system, where major business divisions operate 107 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 as Independent Companies (ICs). these ICs are not legal entities, however, have their own Ceo’s, Functional Heads and Independent Boards, including external independent members from the respective business sectors, executive Directors of the Company and Senior executives from the IC’s. All IC’s have independent directors of the Company as their Board Members. the ICs have separate internal teams to oversee their legal and compliance functions. All Subsidiary Companies associated with the respective ICs are reviewed by their respective IC Boards. the subsidiary companies also function independently and have separate Boards which consists of representatives of the Company who are senior executives of the Company, representatives of Joint Venture partners, representative of the Company’s Board as well as Independent Directors as required by law. As per law, these companies, wherever required, also have Audit Committee, Nomination & Remuneration Committee and CSR Committee. Major subsidiary companies have some executive Directors and Independent Directors of the Company on their Board. the Key Managerial personnel of subsidiary companies like Chief executives, Chief Financial officers and Company Secretaries are mostly employees of the Company or are nominated by the Company as per the terms of the Joint Venture Agreement. the subsidiary companies’ performance is also reviewed by the Company’s Board periodically (included in quarterly results presented to the Company’s L&t Board). F&A heads of some of the subsidiary companies are functionally reporting to senior executives in the Company. thus, the overall functioning of these Subsidiary companies is monitored by the Group directly or through their respective IC’s. A voluntary Secretarial Audit is conducted for all subsidiary companies, including foreign companies and companies which are not 108 covered under the purview of Companies Act, 2013. thus, there is a complete audit of the compliance of applicable statutory provisions and adherence to good corporate practices. the Company’s Code of Conduct (Code) is required to be adhered by all group companies covering employees, directors, suppliers, contractors, etc. In addition to this, the subsidiaries set up their own vigil mechanism, if they meet the thresholds given in the Companies Act. the Audit Committee / Board of these companies monitor this mechanism. the Vigil Mechanism Framework to report breach of code is a structured process, which encourages and facilitates all covered, to report without fear, wrongdoings or any unethical or improper practice which may adversely impact the image, credibility and/or the financials of the company, through an appropriate forum. the Secretarial Department of the Company has qualified Company Secretaries (CS) with vast experience in the field of compliance and law. It consists of fulltime professionals dedicated to performing corporate secretarial and subsidiary governance duties. Qualified CS in secretarial department monitor the compliance related to subsidiaries under Companies Act / Rules. the Company’s Secretarial Department develops a broad Governance policy for the Company and its group of subsidiaries. the Company’s Secretarial Department is involved in all major corporate actions of subsidiaries like Ipo’s, raising of capital, restructuring, major financial assistance to subsidiaries etc. Appropriate disclosures related to subsidiaries are made in financial statements / directors’ report of the Company as well as its subsidiaries as per Companies Act 2013 / applicable SeBI Regulations and applicable Accounting Standards. All companies are subject to Statutory Audit and applicable Secretarial Audit. Independent Auditor’s Certificate on Corporate Governance TO THE MEMBERS OF LARSEN & TOUBRO LIMITED SVP/2019-20/7484 UDIN: 19039826AAAAAK2826 INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE 1. This certificate is issued in accordance with the terms of our engagement letter dated September 29, 2018. 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, 2019, 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 from time to time. 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, 2019. 9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company. Mumbai, May 10, 2019 SVP/2019-20/7484 UDIN: 19039826AAAAAK2826 For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/ W-100018) Sanjiv V. Pilgaonkar Partner (Membership No. 039826) 109 ANNExURE TO THE BOARD REPORT ANNUAL REPORT 2018-19 Independent Auditor’s Certificate in respect of the implementation of Employee Stock Option Schemes of the Company TO THE MEMBERS OF LARSEN & TOUBRO LIMITED SVP/2019-20/7485 UDIN: 19039826AAAAAL5806 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 29, 2018. 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. 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, 2019 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. Implementation of the Schemes in accordance with the provisions of the Regulations and Resolutions and compilation of the relevant information for financial reporting is the responsibility of the Management of the Company. This includes the design, implementation and maintenance of internal control necessary to ensure accurate compilation of information necessary of the purpose and maintenance of all accounting and other relevant supporting records and documents and applying an appropriate basis of preparation of the relevant information for financial reporting; and making estimates that are reasonable in the circumstances. AUDITOR’S RESPONSIBILITy 4. It is our responsibility to certify whether the Company has complied with the applicable provisions of the Regulations and Resolutions during the year ended March 31, 2019, in implementing the Schemes on the basis of information compiled or collated by Management and the accounting and other relevant supporting records and documents provided to us for our examination. 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. 110 CRITERIA AND SCOPE 7. The criteria against which the information is evaluated are the following: a) the Schemes; b) the Regulations; c) the Resolutions; and d) Written representation provided by the Management. OPINION 8. Based on our examination of the accounting and other relevant supporting records and documents maintained by the Company as aforesaid, and according to the information and explanations given to us, in our opinion, the Company has complied with the applicable provisions of the Regulations and Resolutions in implementing the Schemes during the year ended March 31, 2019. 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. 117366W/W-100018) Sanjiv V. Pilgaonkar Partner (Membership No. 039826) Mumbai, May 10, 2019 SVP/2019-20/7485 UDIN: 19039826AAAAAL5806 111 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 CErTIFICaTE BY a CoMPaNY SECrETarY IN PraCTICE [pursuant to clause (i) of point (10) of para C of Schedule V of Securities and exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015] We have examined the following documents: i) Declaration of non-disqualification as required under Section 164 of Companies Act, 2013 (‘the Act’); ii) Disclosure of concern or interests as required under Section 184 of the Act; (hereinafter referred to as ‘relevant documents’), As submitted by the Directors of Larsen and Toubro Limited (‘the Company’) bearing CIN: L99999MH1946PLC004768 and having its registered office at L & t House, Ballard estate, Mumbai 400001, to the Board of Directors of the Company (‘the Board’) for the Financial Year 2019-20. We have considered non-disqualification to include non- debarment by Regulatory / Statutory Authorities. It is the responsibility of Directors to submit relevant documents with complete and accurate information in accordance with the provisions of the Act. Based on our examination of relevant documents made available to us by the Company and such other verifications carried out by us as deemed necessary and to the extent possible, in our opinion and to the best of our information and knowledge and according to the explanations provided by the Company, its officers and authorized representatives, we certify that as on date of this Certificate, none of the Directors on the Board of the Company, as listed hereunder, have been debarred or disqualified from being appointed or continuing as Directors of the Company by Securities and exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. Name of director Sr. No. director Identification Number (dIN) Mr. Anilkumar Manibhai Naik Mr. Sekharipuram Narayanan Subrahmanyan Mr. Ramamurthi Shankar Raman Mr. Shailendra Narain Roy Mr. Dip Kishore Sen Mr. M. V. Satish Mr. Jayant Damodar patil Mr. Mukund Manohar Chitale Mr. Subodh Kumar Bhargava Mr. Meleveetil Damodaran Mr. Vikram Singh Mehta Mr. Adil Siraj Zainulbhai Mr. Akhilesh Krishna Gupta Mrs. Sunita Sharma Mr. thomas Mathew t. Mr. Ajay Shankar Mr. Subramanian Sarma 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 112 00001514 02255382 00019798 02144836 03554707 06393156 01252184 00101004 00035672 02106990 00041197 06646490 00359325 02949529 00130282 01800443 00554221 Sr. No. 18 19 20 21 22 Name of director Mrs. Naina Lal Kidwai Mr. Sanjeev Aga Mr. N. Kumar Mr. Arvind Gupta Mr. Hemant Bhargava director Identification Number (dIN) 00017806 00022065 00007848 00090360 01922717 this Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report of the Financial Year ended 31st March, 2019. For S. N. ananthasubramanian & Co. Company Secretaries Firm Registration No. p1991MH040400 S. N. ananthasubramanian partner FCS : 4206 Cop No. : 1774 thane, May 2, 2019 113 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 To the Board of directors of Larsen & Toubro Limited Dear Sirs, Sub: CEo / CFo Certificate {Issue 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 31st March 2019 and that to the best of our knowledge and belief, we state that; (a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that may be misleading; (ii) these statements present a true and fair view of the Company’s affairs and are in compliance with current accounting standards, applicable laws and regulations. (b) there are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the Company’s code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company and have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies. (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 except as disclosed in note I(i) and note 65 to the consolidated financial statements; and (ii) that there were no instances of significant fraud of which we have become aware. Yours sincerely, r. Shankar raman Chief Financial officer & Whole-time Director S. N. Subrahmanyan Chief executive officer & Managing Director place: Mumbai Date: May 10, 2019 114 annexure ‘C’ to the Board report CSr aCTIVITIES For 2018-19 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 zz 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 . 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. zz 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. Vikram Singh Mehta Chairman 2. Mr. R. Shankar Raman Member 3. Mr D. K. Sen Member 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 6073.54 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 121.47 Cr. as CSR expenditure during the financial year 2018-19. 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 121.47 Cr during the financial year 2018-19. As against this mandate, the Company spent R 121.68 Cr towards various activities for the benefit of the community. this exceeds the required spend by R 0.21 Cr. the CSR spend for FY 2018-19 is 2.003% of net profit. 115 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 b. amount unspent, if any Nil c. Manner in which the amount was spent in the financial year is detailed below: 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 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 zz zz committees formed for implementation of the CSR policy; 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. S. N. Subrahmanyan Vikram Singh Mehta Chief executive officer & Managing Director DIN: 02255382 Chairman – CSR Committee DIN: 00041197 116 S. No. CSR Project or activity identified 1 2 3 School support programme- Enhancing the quality of education and learning levels in government schools/ schools running for children from underprivileged backgrounds (teachers training, play way methods, support for English and Mathematics, capacity building, promoting extra curricular activities) Community based programmes- Study Centres/ balwadis/anganwadis run for developing pre school foundation, promoting healthy and hygienic environment for education, developing the learning levels of children at par with their mainstream grades and providing nutritional supplements Providing infrastructure support for education (drinking water and sanitation facilities, renovation of classrooms, water proofing of school buildings, providing furniture and light fittings, donation of computers, up gradation of libraries, playground development, distribution of solar lamps) Sector in which the project is covered Education Projects or Programes 1. Local Area or other 2. Specify the state and district where projects or program was undertaken Gujarat (Hazira, Ahmedabad, Ranoli), Karnataka (Bangalore, Mysore), Maharashtra (Powai, Mumbai), New Delhi, Orissa (Raigada, Bhubaneswar), Rajasthan (Jaipur), Tamil Nadu (Coimbatore, Chennai), West Bengal (Kolkata) Amount outlay (budget) project or programe wise (R In Lakh) 251.182 Overhead (R In Lakh) Direct expenditure on projects or programs (R In Lakh) Cumulative expenditure upto to the reporting period (R In Lakh) Amount spent: direct or through implementing agency 234.830 11.701 246.531 Implementing agency Education Karnataka (Mysore), Maharashtra (Powai, Mumbai, Mahape), Tamil Nadu (Chennai, Coimbatore) 300.600 283.600 14.131 297.731 Implementing agency 1,300.970 1,209.948 60.291 1,270.239 Direct Education Andhra Pradesh (Hyderabad, Nagarnar, Vizag), Assam (Guwahati), Bihar (Bettiah, Muzaffarpur), Chandigarh, Goa (Mandovi), Gujarat (Ahmedabad, Botad, Dahod, Hazira, Mehsana, Sarodi, Surat, Unchamala, Vadodara), Himachal Pradesh (Lahaul), Jharkhand (Jamshedpur), Karnataka (Bangalore, Mysore, Nandawadagi), Kerala (Thrissur), Madhya Pradesh (Alirajpur, Bhopal, Kalisindh, Khargone, Malwa), Maharashtra (Ahmednagar, Aurangabad, Mumbai, Nagpur, Talegaon, Thane), New Delhi, Orissa (Berhampur, Kalahandi, Kalampur, Koksara, Raigada, Rourkela, Sundergarh), Puducherry, Punjab (Mohali), Rajasthan (Banswara, Ganganagar, Gangapur, Jhunjhunu, Nagaur, Ratangarh), Tamil Nadu (Chennai, Dindigul, Erode, Kalpakkam, Kanchipuram), Telangana (Hyderabad, Karimnagar, Khammam), Uttar Pradesh (Ghazipur, Hirapur), West Bengal (Kolkata, Purulia, Rampurhat) 117 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 S. No. CSR Project or activity identified Sector in which the project is covered Education Projects or Programes 1. Local Area or other 2. Specify the state and district where projects or program was undertaken Gujarat (Chondha, Hazira), Haryana (Faridabad), Karnataka (Mysore), Maharashtra (Mahape, Mumbai), New Delhi, Orissa (Kansbahal), Tamil Nadu (Chennai, Coimbatore) Education Education Gujarat (Hazira, Vadodara), Haryana (Faridabad), Himachal Pradesh (Kasauli), Maharashtra (Mahape, Pune, Talegaon), Rajasthan (Kota), Tamil Nadu (Chennai) Gujarat (Hazira), Maharashtra (Pune) Amount outlay (budget) project or programe wise (R In Lakh) 933.680 Overhead (R In Lakh) Direct expenditure on projects or programs (R In Lakh) Cumulative expenditure upto to the reporting period (R In Lakh) Amount spent: direct or through implementing agency 876.722 43.686 920.408 Implementing agency 157.614 148.393 7.394 155.787 Direct 36.794 34.867 1.737 36.604 Direct Health Gujarat (Surat), Maharashtra (Mumbai, Thane, Ahmednagar) 682.520 622.933 31.040 653.973 Direct 122.452 114.403 5.700 120.103 Direct 48.505 46.121 2.298 48.419 10.622 9.560 0.476 10.036 Implementing agency Implementing agency Andhra Pradesh (Vizag), Chhattisgarh (Raipur), Gujarat (Vadodara), Maharashtra (Nagpur), Orissa (Bhubaneswar, Raigada), Rajasthan (Jaipur) Andhra Pradesh (Vizag), Gujarat (Hazira), Kerala (Kannur), New Delhi, Tamil Nadu (Dindigul) Chhattisgarh (Raipur), Gujarat (Ahmedabad, Vadodara), Jharkhand (Jamshedpur), Karnataka (Bangalore), Kerala (Kochi), Madhya Pradesh (Bhopal), Maharashtra (Pune), New Delhi, Orissa (Bhubaneswar), Rajasthan (Jaipur), Tamil Nadu (Chennai, Coimbatore), Telangana (Hyderabad), Uttar Pradesh (Lucknow), West Bengal (Kolkata) Providing infrastructure support for education (drinking water and sanitation facilities, renovation of classrooms, water proofing of school buildings, providing furniture and light fittings, donation of computers, up gradation of libraries, playground development, distribution of solar lamps) Providing educational aids to children- books, stationary, sports equipment, uniforms, school bags, shoes, woolen clothes, raincoats etc. Awareness programmes (health and hygiene, road safety, career guidance, personality development) Community Health Centres (running multi-specialty center offering diagnostic services including family planning, gynecological, pediatric, immunization, chest & TB, ophthalmic consultation, dialysis services, HIV/ AIDS awareness, detection, treatment, counseling services at free / nominal cost to the community) Health Camps (general, eye, dental, vaccinations) and health awareness Health Health Camps (general, eye, dental, vaccinations) and health awareness Blood donation camps Health Health 4 5 6 7 8 9 10 118 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 Infrastructure support to medical centres Health Infrastructure support to medical centres Health Orissa (Raigada), Tamil Nadu (Chennai, Vanur), Telangana (Mahadevpur), Uttar Pradesh (Lucknow), Uttarakhand (Rudraprayag) Gujarat (Hazira), Haryana (Faridabad), Maharashtra (Mumbai), Tamil Nadu (Chennai, Kanchipuram), West Bengal (Kolkata) Amount outlay (budget) project or programe wise (R In Lakh) 38.649 Overhead (R In Lakh) Direct expenditure on projects or programs (R In Lakh) Cumulative expenditure upto to the reporting period (R In Lakh) Amount spent: direct or through implementing agency 22.135 1.102 23.237 Direct 547.470 519.831 25.903 545.734 Implementing agency Construction Skill Training Institute - CSTI Skill Building Andhra Pradesh (Amaravati), 3,945.874 3,751.983 186.960 3,938.943 Direct Gujarat (Ahmedabad), Karnataka (Bangalore), Maharashtra (Panvel, Nagpur), Orissa (Cuttack), Tamil Nadu (Kanchipuram, Pulicat), Telangana (Hyderabad, Jadcherla), Uttar Pradesh (Pilkhuwa), West Bengal (Kolkata) 14 Vocational and Computer training for youth Skill Building Gujarat (Hazira), Maharashtra 35.217 33.483 1.668 35.151 Direct (Nagpur), Uttar Pradesh (Lucknow), West Bengal (Kolkata) 15 Vocational Training Skill Building Andhra Pradesh (Vizag), Gujarat 244.363 232.160 11.568 243.728 Direct (Vadodara), Madhya Pradesh (Bhopal, Malwa), Maharashtra (Pune), Orissa (Raigada), Rajasthan (Chhabra, Jaipur), Tamil Nadu (Kanchipuram) Vocational Training Skill Building Maharashtra (Ahmednagar, Pune), 98.600 93.727 4.670 98.397 Women empowerment through vocational training Skill building for differently abled (Neev) New Delhi, West Bengal (Kolkata) Skill Building Gujarat (Hazira, Ahmedabad), Orissa (Raigada), West Bengal (Kolkata) Skill Building Andhra Pradesh (Vizag), 181.853 156.080 7.777 163.857 42.856 39.939 1.990 41.929 Direct Implementing agency Implementing agency Jharkhand (Jamshedpur), Kerala (Kochi), Maharashtra (Nagpur, Pune), Tamil Nadu (Chennai, Coimbatore), Telangana (Hyderabad), West Bengal (Kolkata) Andhra Pradesh (Vizag), Bihar (Madhepura, Patna), Gujarat (Gandhinagar), Jharkhand (Ranchi), Maharashtra (Mumbai), Rajasthan (Hindaun City), Uttar Pradesh (Varanasi) Maharashtra (Ahmednagar), Rajasthan (Rajsamand), Tamil Nadu (Coimbatore, Vellore) 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 Water & Sanitation, Health, Education, Skill Building Environment Gujarat (Vadodara), Maharashtra (Mahape, Mumbai, Nashik, Powai, Talegaon), New Delhi 372.537 348.136 17.347 365.483 Direct 2,589.480 2,335.884 131.028 2,466.912 Implementing agency 217.658 183.370 9.137 192.507 Direct 119 11 12 13 16 17 18 19 20 21 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 S. No. CSR Project or activity identified 22 Tree plantation and environment protection 23 Awareness programmes - environment, energy conservation,road safety 24 Employee Volunteering 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 Environment Andhra Pradesh (Vizag), Chandigarh, Gujarat (Hazira), Jharkhand (Jamshedpur), Madhya Pradesh (Bhopal), Maharashtra (Talegaon), Rajasthan (Jaipur), Tamil Nadu (Chennai, Coimbatore) Environment Andhra Pradesh (Vizag), Gujarat Employee volunteers (Vadodara), Maharashtra (Ahmednagar), Tamil Nadu (Chennai, Nagapattinam) Andhra Pradesh (Vizag), Gujarat (Hazira, Ranoli, Vadodara), Karnataka (Mysore), Maharashtra (Mumbai), New Delhi, Tamil Nadu (Chennai, Coimbatore) Amount outlay (budget) project or programe wise (R In Lakh) 115.164 Overhead (R In Lakh) Direct expenditure on projects or programs (R In Lakh) Cumulative expenditure upto to the reporting period (R In Lakh) Amount spent: direct or through implementing agency 108.383 5.400 113.783 Direct 64.768 61.684 3.073 64.757 Implementing agency 122.245 108.632 5.413 114.045 Direct Total 12,461.673 11,576.804 591.490 12,168.294 120 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 2018-19, the percentage increase in remuneration of each Director & Company Secretary during the financial year 2018-19 and comparison of the remuneration of each of the Key Managerial Personnel against the performance of the company: Name of the Director/ KMP Designation A. M. Naik Group Chairman S. N. Subrahmanyan R. Shankar Raman Shailendra Roy D. K. Sen M. V. Satish J. D. Patil Chief Executive Officer & Managing Director Whole-time Director & Chief Financial Officer Whole-time Director & Senior Executive Vice President (Power, Heavy Engineering & Defence) 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) 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 Ajay Shankar Independent Director Subramanian Sarma Non- Executive Director 2018-19 Total Remuneration Ratio of remuneration of director to the median remuneration $ Percentage increase in Remuneration v crore 8.155* 48.454 25.075 14.121 6.998 9.383 8.223 0.507 0.653 0.489 0.444 0.059 0.476 0.262 0.033 0.430 0.382 NIL 100.52 597.28 309.10 174.08 101.93 52.36 45.59 16.95 86.26 (13.19) 115.65 27.11 101.37 108.16 6.24 8.04 6.03 5.46 8.15 5.86 3.22 0.41 5.30 4.70 - 24.45 30.50 63.08 60.10 (82.92) 50.95 34.10 (45.17) 25.49 13.88 - 121 ANNexuRe TO THE BOARD REPORT ANNUAL REPORT 2018-19 Name of the Director/ KMP Designation Naina Lal Kidwai Independent Director Sanjeev Aga Independent Director Narayanan Kumar Independent Director Arvind Gupta ^ Nominee of SUUTI Hemant Bhargava #^ Nominee of Life Insurance Corporate of India N. Hariharan Company Secretary 2018-19 Total Remuneration Ratio of remuneration of director to the median remuneration $ Percentage increase in Remuneration v crore 0.262 0.376 0.397 0.233 0.037 1.228 3.22 4.63 4.89 2.86 0.53 34.10 18.36 103.33 380.75 ** 15.14 4.03 $ 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 2018-19. * Does not include the perquisite value related to ESOPs exercised during the year in respect of stock options granted over the past several years by Larsen & Toubro Infotech Limited and L&T Technology Services Limited of R 213.39 crore. ^ Part of the remuneration has been paid to the financial institution he/she represents. ** Details not given as Mr. Hemant Bhargava was a director only from 28th May 2018 @ Ceased to be a Director w.e.f. 2nd May 2018 # Appointed as a Director w.e.f. 28th May 2018 B. Percentage increase in the median remuneration of all employees in the financial year 2018-19: The median remuneration of employees of the Company during the financial year was R 8.11 lakh. In the financial year, there was an increase of 2% in the median remuneration of employees. C. Number of permanent employees on the rolls of Company as on 31st March 2019: There were 44,332 permanent employees on the rolls of Company as on 31st March 2019. 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 2018-19 was 5.45% whereas there is decline in the managerial remuneration by 16.20% because managerial remuneration in financial year 2017-18 included perquisite value of R 47.98 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 2017-18 by a Key Managerial Personnel. Adjusted for the above, the increase in managerial remuneration works out to 23.34% which is in line with growth of 23.95% in Profit after Tax for the year 2018-19 as the variable component of managerial remuneration is linked to growth in Profit after Tax. 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. 122 annexure ‘E’ to the Board report Form No. Mr-3 SECrETarIaL aUdIT rEPorT For THE FINaNCIaL YEar ENdEd 31ST MarCH 2019 [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 2019, 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, 2019 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; iii. the Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; 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; 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 (upto 10th November, 2018) and Securities and exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (with effect from 11th November, 2018) - Not applicable as there was no reportable event during the financial year under review; 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 during the financial year under review; 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; 123 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 h. the Securities and exchange Board of India zz (Buyback of Securities) Regulations, 1998 (up to 10th September 2018) and the Securities and exchange Board of India (Buyback of Securities) Regulations, 2018 (with effect from 11th September 2018). vi. the Company has informed that there are no laws which are specifically applicable to the Company. zz 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) issued by the Institute of Company Secretaries of India; (ii) the Securities and exchange Board of India (Listing obligations and Disclosure Requirements), Regulations, 2015 (LoDR Regulations) and Listing Agreements entered into by the Company with 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 except the following: the Company had at its Board Meeting held on 26th March, 2019 enabled a proposal for raising additional long term borrowings through issue of secured / unsecured debentures / bonds / terms loans including hybrid instruments that do not dilute shareholders voting rights up to an amount not exceeding R 7,000 crore (or USD 1 billion, which is higher), in respect of which applicable provisions of SeBI (Listing obligations and Disclosure Requirements) Regulations, 2015 have not been duly complied with, as there was an inadvertent delay in intimating the stock exchanges. We further report that:- 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; 124 Adequate notice is given to all Directors of the schedule of the Board and Committee Meetings and Agenda & detailed notes on agenda were sent at least seven days in advance except for the meetings where consent of the Directors was obtained for receiving notice and agenda and notes to agenda less than seven days before the meeting; there exists a system for seeking and obtaining further information and clarifications on the agenda items before the meeting 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 above referred laws, rules, regulations, guidelines, standards etc: zz zz Redeemed Non-Convertible debentures aggregating to R 400 crore on 7th January 2019; the Members have pursuant to Section 68 of the Act and applicable SeBI Regulations approved by way of Special Resolution on 1st october 2018 through postal ballot, a proposal to buyback equity shares of the Company of up to 25% of aggregate of paid up capital and free reserves of the Company, by utilizing an amount not exceeding R 9000 crore. SeBI vide its letter SeBI/Ho/CFD/DCR1/oW/p/2019/2008/1 dated 18th January 2019 advised the Company not to proceed with the aforesaid proposal of buyback of shares. zz the Company entered into a Share purchase Agreement to acquire 20.15% of voting share capital of Mindtree Limited (target Company) and an order to acquire up to 15% of voting share capital of the target Company was placed with the broker on 18th March, 2019 thereby triggering compliance with SeBI (Substantial Acquisition of Shares and takeovers) Regulations, 2011. Consequently, the Company has filed Draft open offer letter dated 2nd April 2019 with SeBI to acquire further 31% of the voting share capital of the target company, such that the Company holds up to 66.15% of the voting share capital of the target company. For S. N. aNaNTHaSUBraMaNIaN & Co. Company Secretaries Firm Registration No p1991MH040400 S. N. aNaNTHaSUBraMaNIaN partner FCS : 4206 Cop No. : 1774 this Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. Date : May 2, 2019 place : thane annexure-‘a’ 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, 2019, 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 : 4206 Cop No. : 1774 Date : May 2, 2019 place : thane 125 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 annexure ‘F’ to the Board report ForM No. MGT-9 EXTraCT oF aNNUaL rETUrN as on the financial year ended on March 31, 2019 [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 and transfer Agent, if any Karvy Fintech 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 # 14.78 28.15 37.12 # on the basis of gross turnover III. ParTICULarS oF HoLdING, SUBSIdIarY aNd aSSoCIaTE CoMPaNIES – Sl. No Name of the Address of the Company CIN/GLN Company AHMEDABAD-MALIYA TOLLWAY LIMITED BHILAI POWER SUPPLY COMPANY LIMITED 1 2 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 9TH FLOOR, AMBADEEP BUILDING, 14, KASTURBA GANDHI MARG, CONNAUGHT PLACE, NEW DELHI-110001 126 U45203TN2008PLC069211 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 97.45 Section 2(87)(ii) U74899DL1995PLC070704 SUBSIDIARY 99.90 Section 2(87)(ii) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 Sl. No Name of the Address of the Company CIN/GLN U70101TN2008PTC068877 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 100.00 Section 2(87)(ii) Company CHENNAI VISION DEVELOPERS PRIVATE LIMITED DEVIHALLI HASSAN TOLLWAY LIMITED MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 ESENCIA TECHNOLOGIES INC 2350 MISSION COLLEGE BLVD SUITE 490, SANTA CLARA, CA 95054, USA ESENCIA TECHNOLOGIES INDIA PRIVATE LIMITED 3RD FLOOR, 26TH, 5TH BLOCK, 5TH CROSS, KORAMANAGALA, BANGALORE 560095 GRAPHENE SEMICONDUCTORS SERVICES PRIVATE LIMITED #1154, 10TH B CROSS , YELAHANKA NEW TOWN , BANGALORE, KARNATAKA -560064 U45203TN2010PLC075491 SUBSIDIARY 97.45 Section 2(87)(ii) 0479598-9 SUBSIDIARY 78.88 Section 2(87)(ii) U74140KA2011PTC061480 SUBSIDIARY 78.88 Section 2(87)(ii) U74900KA2013PTC068574 SUBSIDIARY 78.88 Section 2(87)(ii) GRAPHENE SOLUTIONS PTE LTD 30 CECIL STREET, #19-08, PRUDENTIAL TOWER, SINGAPORE 201524512K SUBSIDIARY 78.88 Section 2(87)(ii) GRAPHENE SOLUTIONS SDN.BHD GRAPHENE SOLUTIONS TAIWAN LTD. HENIKWON CORPORATION SDN. BHD C-2-20, SME1, SME TECHNOPRENEUR CENTRE, 2270, JALAN USAHAWAN 2, CYBER 6 , 63000 CYBERJAYA, SELANGOR, MALAYSIA 6F, NO. 378, CHANGCHUN ROAD, ZHONGSHAN DISTRICT, TAIPEI CITY 104, TAIWAN (R.O.C) 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 KRISHNAGIRI THOPUR TOLL ROAD LIMITED KUDGI TRANSMISSION 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 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T - GULF PRIVATE LIMITED L&T ARUNACHAL HYDROPOWER LIMITED L&T AVIATION SERVICES PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 1231163-D SUBSIDIARY 78.88 Section 2(87)(ii) 50787314 SUBSIDIARY 78.88 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) U45203TN2005PLC057930 SUBSIDIARY 97.45 Section 2(87)(ii) U40106TN2012GOI111122 SUBSIDIARY 97.45 Section 2(87)(ii) U74140MH2008PTC177765 SUBSIDIARY 50.0002 Section 2(87)(ii) U40300MH2010PLC204778 SUBSIDIARY 100.00 Section 2(87)(ii) U62100MH2009PTC196917 SUBSIDIARY 100.00 Section 2(87)(ii) 127 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Sl. No Name of the Address of the Company CIN/GLN 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Company L&T BPP TOLLWAY LIMITED L&T CAPITAL COMPANY LIMITED L&T CAPITAL MARKETS LIMITED L&T CAPITAL MARKETS(MIDDLE EAST) LIMITED L&T CASSIDIAN LIMITED# L&T CHENNAI TADA TOLLWAY LIMITED L&T CONSTRUCTION EQUIPMENT LIMITED L&T CONSTRUCTION MACHINERY LIMITED L&T DECCAN TOLLWAYS LIMITED L&T ELECTRICAL & AUTOMATION FZE 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. 501,502, LEVEL 5, LIBERTY HOUSE, DUBAI INTERNATIONAL FINANCIAL CENTRE, DUBAI - 506895 UAE 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 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 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 FINANCIAL CONSULTANTS LIMITED L&T GLOBAL HOLDINGS LIMITED BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. UNIT 7, LEVEL 3, GATE PRECINCT, BUILDING 2, DUBAI INTERNATIONAL FINANCIAL CENTRE, P.O BOX 63671, DUBAI, UAE 128 U45203TN2011PLC080786 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 97.45 Section 2(87)(ii) U67190MH2000PLC125653 SUBSIDIARY 100.00 Section 2(87)(ii) U67190MH2013PLC240261 SUBSIDIARY 63.91 Section 2(87)(ii) 2908 SUBSIDIARY 63.91 Section 2(87)(ii) U29253MH2011PLC216258 SUBSIDIARY 100.00 Section 2(87)(ii) U45309TN2008PLC066938 SUBSIDIARY 97.45 Section 2(87)(ii) U29119MH1997PLC109700 SUBSIDIARY 100.00 Section 2(87)(ii) U29248MH2018PLC318481 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2011PLC083661 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 63.91 Section 2(87)(ii) U65910WB1993FLC060810 SUBSIDIARY 63.91 Section 2(87)(ii) U65100MH2011PLC299024 SUBSIDIARY 63.91 Section 2(87)(ii) CL2106 SUBSIDIARY 100.00 Section 2(87)(ii) 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 Sl. No Name of the Address of the Company CIN/GLN U45203TN2008PLC069210 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 47.75 Section 2(87)(ii) Company L&T HALOL-SHAMLAJI TOLLWAY LIMITED L&T HIMACHAL HYDROPOWER LIMITED L&T HOUSING FINANCE LIMITED L&T HOWDEN PRIVATE LIMITED L&T HYDROCARBON CASPIAN LLC L&T HYDROCARBON ENGINEERING LIMITED L&T HYDROCARBON INTERNATIONAL FZE 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 AGHA NEMATULLA STREET 224, NARIMANOV DISTRICT BAKU CITY, AZERBAIJAN L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U40102HP2010PLC031697 SUBSIDIARY 100.00 Section 2(87)(ii) U45200MH1994PLC259630 SUBSIDIARY 63.91 Section 2(87)(ii) U31401MH2010PTC204403 SUBSIDIARY 50.10 Section 2(87)(ii) 1503665631 SUBSIDIARY 50.00 Section 2(87)(ii) U11200MH2009PLC191426 SUBSIDIARY 100.00 Section 2(87)(ii) WAREHOUSE NO. LV 38-B, HAMRIYAH FREE ZONE, SHARJAH, UAE 17744 SUBSIDIARY 100.00 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 INFORMATION TECHNOLOGY SPAIN SOCIEDAD LIMITADA PASEO DE LA CASTELLANA 81 STREET, FLOOR 11, 28046, MADRID, SPAIN L&T INFOTECH FINANCIAL SERVICES TECHNOLOGIES INC 2810, MATHESON BLVD EAST SUITE 500, MISSISSAUGA, ONL4W 4X7 CANADA L&T INFOTECH S. DE. RL.C.V L&T INFRA CONTRACTORS PRIVATE COMPANY LIMITED L&T INFRA DEBT FUND LIMITED BOSQUE DE CIRUELOS 180, SUITE PP 101, COL.BOSQUES DE LAS LOMAS, 11700 MEXICO CITY, MEXICO L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI 400001 PLOT NO. 177, CTS 6970, 6971,VIDYANAGARI MARG, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),  MUMBAI - 400098 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 L&T INFRA INVESTMENT PARTNERS TRUSTEE PRIVATE LIMITED PLOT NO. 177, VIDYANAGARI MARG, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),  MUMBAI - 400098 L&T INFRASTRUCTURE DEVELOPMENT PROJECTS LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 310000400714060 (JIADING) SUBSIDIARY 74.80 Section 2(87)(ii) Tome 34332 SUBSIDIARY 74.80 Section 2(87)(ii) 770556-5 SUBSIDIARY 74.80 Section 2(87)(ii) N-2017020633 SUBSIDIARY 74.80 Section 2(87)(ii) U45400MH2017PTC292586 SUBSIDIARY 100.00 Section 2(87)(ii) L67100MH2013PLC241104 SUBSIDIARY 63.91 Section 2(87)(ii) U67190MH2011PTC218046 SUBSIDIARY 63.91 Section 2(87)(ii) U65900MH2011PTC220896 SUBSIDIARY 63.91 Section 2(87)(ii) U65993TN2001PLC046691 SUBSIDIARY 97.45 Section 2(87)(ii) 129 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Sl. No Name of the Address of the Company CIN/GLN Company L&T INFRASTRUCTURE ENGINEERING LIMITED 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 L&T KRISHNAGIRI WALAJAHPET TOLLWAY LIMITED L&T MBDA MISSILE SYSTEMS LIMITED L&T METRO RAIL (HYDERABAD) LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 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 52 53 54 55 56 57 58 59 60 61 62 63 L&T POWER DEVELOPMENT LIMITED 64 L&T POWER LIMITED 65 L&T RAJKOT-VADINAR TOLLWAY LIMITED 66 L&T REALTY FZE 67 L&T REALTY LIMITED 68 L&T SAMAKHIALI GANDHIDHAM TOLLWAY LIMITED 130 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 U74140TN1998PLC039864 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 100.00 Section 2(87)(ii) U67190TN2006PLC059527 SUBSIDIARY 63.91 Section 2(87)(ii) U45203TN2006PLC058735 SUBSIDIARY 97.45 Section 2(87)(ii) U65991MH1996PLC229572 SUBSIDIARY 63.91 Section 2(87)(ii) U29253MH2010PTC210325 SUBSIDIARY 51.00 Section 2(87)(ii) U45203TN2010PLC075446 SUBSIDIARY 97.45 Section 2(87)(ii) U29308MH2017PLC293402 SUBSIDIARY 51.00 Section 2(87)(i) & 2(87)(ii) U45300TG2010PLC070121 SUBSIDIARY 100.00 Section 2(87)(ii) 1001910 SUBSIDIARY 70.00 Section 2(87)(ii) U65993MH1996PLC211198 SUBSIDIARY 63.91 Section 2(87)(ii) 601723 SUBSIDIARY 100.00 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) Sl. No Name of the Address of the Company CIN/GLN U45206TN2013PLC093395 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 97.45 Section 2(87)(ii) 69 70 71 72 73 74 75 76 77 78 79 Company 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 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 L&T TRANSPORTATION INFRASTRUCTURE LIMITED MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 L&T UTTARANCHAL HYDROPOWER LIMITED VILLAGE BEDUBAGAR P.O AUGUSTMUNI RUDRAPRAYAG RUDRA PRAYAG UR 246421 80 L&T VALVES LIMITED L&T VISION VENTURES LIMITED L&T-MHPS BOILERS PRIVATE LIMITED 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 L&T-MHPS TURBINE GENERATORS PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T-SARGENT & LUNDY LIMITED LARSEN & TOUBRO (EAST ASIA) SDN. BHD L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 SUITE 702, 7TH FLOOR, WISMA HANGSAM, JALAN HANG LEKIR, 50000 KUALA LUMPUR, MALAYSIA 81 82 83 84 85 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 78.88 Section 2(87)(ii) 0479598-9 SUBSIDIARY 78.88 Section 2(87)(ii) U72200TN2006PTC059421 SUBSIDIARY 58.37 Section 2(87)(ii) U45203TN1997PLC039102 SUBSIDIARY 98.12 Section 2(87)(ii) U31401UR2006PLC032329 SUBSIDIARY 100.00 Section 2(87)(ii) U74999MH1961PLC012188 SUBSIDIARY 100.00 Section 2(87)(ii) U74210TN2006PLC061845 SUBSIDIARY 68.00 Section 2(87)(ii) U29119MH2006PTC165102 SUBSIDIARY 51.00 Section 2(87)(ii) U31101MH2006PTC166541 SUBSIDIARY 51.00 Section 2(87)(ii) U74210MH1995PLC088099 SUBSIDIARY 50.0001 Section 2(87)(ii) 390357-T SUBSIDIARY 30.00 Section 2(87)(i) 131 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Sl. No Name of the Address of the Company CIN/GLN 86 87 88 89 90 91 92 93 94 95 96 97 Company LARSEN & TOUBRO ATCO SAUDIA LLC LARSEN & TOUBRO ELECTROMECH LLC LARSEN & TOUBRO HEAVY ENGINEERING LLC LARSEN & TOUBRO HYDROCARBON INTERNATIONAL LIMITED LLC LARSEN & TOUBRO INFOTECH AUSTRIA GMBH LARSEN & TOUBRO INFOTECH CANADA LIMITED LARSEN & TOUBRO INFOTECH GMBH LARSEN & TOUBRO INFOTECH LIMITED 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 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 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 C/O, OBERHAMMER, RECHTSANWALTE GMBH, KARLSPLATZ, 3/1, VIENNA 2810, MATHESON BLVD EAST SUITE 500, MISSISSAUGA, ONL4W 4X7 CANADA EURO-ASIA BUSINESS CENTRE, MESSE-ALLEE 2, D-04356, LEIPZIG, GERMANY L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 2051053464 SUBSIDIARY 100.00 Section 2(87)(ii) FN435491D SUBSIDIARY 74.80 Section 2(87)(ii) 1415026 SUBSIDIARY 74.80 Section 2(87)(ii) HRB15958 SUBSIDIARY 74.80 Section 2(87)(ii) L72900MH1996PLC104693 SUBSIDIARY 74.80 Section 2(87)(ii) LARSEN & TOUBRO INFOTECH LLC 1220, N. MARKET ST., SUITE 806, WILMINGTON, DE 19801, USA 270596763 SUBSIDIARY 74.80 Section 2(87)(ii) MARTIN LINGES VEI 25, 1364 FORNEBU, 0219 BAERUM, NORWAY OFFICE LOB 16 G 08, POST BOX 41558, HAMRIYAH FREE ZONE, SHARJAH, UNITED ARAB EMIRATES PLOT NO. 3, BUILDING NO.1, SHARQ, KUWAIT LARSEN & TOUBRO INFOTECH NORGE AS LARSEN & TOUBRO INTERNATIONAL FZE LARSEN & TOUBRO KUWAIT CONSTRUCTION GENERAL CONTRACTING COMPANY, WITH LIMITED LIABILITY 921 974 248 SUBSIDIARY 74.80 Section 2(87)(ii) 0067 SUBSIDIARY 100.00 Section 2(87)(ii) 117668 SUBSIDIARY 49.00 Section 2(87)(i) 98 LARSEN & TOUBRO LLC 99 100 101 102 LARSEN & TOUBRO OMAN LLC LARSEN & TOUBRO QATAR LLC LARSEN & TOUBRO SAUDI ARABIA LLC LARSEN & TOUBRO TANDD SA (PTY) LIMITED 113, BARKSDALE PROFESSIONAL CENTRE, NEWARK CITY, COUNTRY OF NEW CASTLE, G56 ZIP CODE-19711, U.S.A 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 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) 1010154437 SUBSIDIARY 100.00 Section 2(87)(ii) 2010/018159/07 SUBSIDIARY 72.50 Section 2(87)(ii) 132 103 104 105 106 107 108 109 110 111 112 113 114 115 116 Sl. No Name of the Address of the Company CIN/GLN Company 2011/007226/07 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 56.03 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 ALMADA TOWER, PRINCE TURKI STREET, AL KHOBAR, SAUDI ARABIA LTH MILCOM PRIVATE LIMITED L & T HOUSE, BALLARD ESTATE, MUMBAI 400001 LTIDPL INDVIT SERVICES LIMITED (formerly known as L&T WESTERN INDIA TOLLBRIDGE LIMITED) LTR SSM PRIVATE LIMITED MUDIT CEMENT PRIVATE LIMITED NABHA POWER LIMITED Neilsen+Partner Unternehmensberater GMBH NIELSEN&PARTNER Co., Ltd. MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 5TH FLOOR, DCM BUILDING, 16, BARAKHAMBA ROAD, CONNAUGHT PLACE, NEW DELHI - 110001 PO BOX NO-28, NEAR VILLAGE NALASH, RAJPURA, PATIALA, PUNJAB-140401 GROSSER BURSTAH 45, 20457 HAMBURG, GERMANY 12 A FLOOR UNIT B1, B2 SIAM PIWAT TOWER, 989 RAMA 1 ROAD, PATHUMWAN, BANGKOK 10330, THAILAND 2051049523 SUBSIDIARY 75.00 Section 2(87)(ii) U74999MH2015PTC267502 SUBSIDIARY 56.67 Section 2(87)(ii) U45203TN1999PLC042518 SUBSIDIARY 97.45 Section 2(87)(ii) U70109MH2018PTC314632 SUBSIDIARY 99.00 Section 2(87)(ii) U26942DL1990PTC041941 SUBSIDIARY 63.91 Section 2(87)(ii) U40102PB2007PLC031039 SUBSIDIARY 100.00 Section 2(87)(ii) HRB 60455 SUBSIDIARY 74.80 Section 2(87)(ii) 0105561057293 SUBSIDIARY 74.80 Section 2(87)(ii) NIELSEN&PARTNER Pty Ltd 52 MARTIN PLACE, LEVEL 23, SYDNEY NSW 2000 ACN 624 699 627 SUBSIDIARY 74.80 Section 2(87)(ii) NIELSEN+ PARTNER S.A. NIELSEN+PARTNER Pte Ltd. NIELSEN+PARTNER Unternehmensberater AG PANIPAT ELEVATED CORRIDOR LIMITED 51, BOULEVARD GRANDE DUCHESSE CHARLOTTE, L - 1330 LUXEMBOURG 11 COLLYER QUAY #09-09 THE ARCADE, SINGAPORE 049317 STAMPFENBACHSTRASSE 52, CH-8006 ZüRICH, SWITZERLAND MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO.979, MANAPAKKAM, CHENNAI - 600089 117 PNG TOLLWAY LIMITED 118 119 120 PT TAMCO INDONESIA JALAN RAYA PASAR SERANG, NO. 15, KANDANG RODA, CIKARANG BEKASI 17330, INDONESIA 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 R.C.S. Luxembourg B213716 SUBSIDIARY 74.80 Section 2(87)(ii) RCB Reg. No. 201306219M SUBSIDIARY 74.80 Section 2(87)(ii) UID: CHE-113.683.377 SUBSIDIARY 74.80 Section 2(87)(ii) U45203TN2005PLC056999 SUBSIDIARY 97.45 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) AHU-0110258.AH.01.09 SUBSIDIARY 95.00 Section 2(87)(ii) U13203OR1999PTC005673 SUBSIDIARY 75.50 Section 2(87)(ii) 133 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Sl. No Name of the Address of the Company CIN/GLN Company RULETRONICS LIMITED, UK RULETRONICS SYSTEMS INC RULETRONICS SYSTEMS PRIVATE LIMITED SAHIBGANJ GANGES BRIDGE-COMPANY PRIVATE LIMITED # SEASTAR LABS PRIVATE LIMITED 121 122 123 124 125 126 SERVOWATCH SYSTEMS LIMITED 271 US HIGHWAY 46, SUITE C104, NJ 7004 7946822 43 FARNSWORTH COURT, WEST PARKSIDE, LONDON SE10 0QG 24A-1611/2,46965,DWARAKA, APARTMENTS 401, ALLASANI, PEDDANNA STREET, ELURU, ANDHRA PRADESH L&T HOUSE BALLARD ESTATE MUMBAI 400001 501, SARKAR-1, OPP. GANDHIGRAM RAILWAY STATION, ASHRAM ROAD, AHMEDABAD - 380 009 THE WOODROPE BUILDING, WOODROLFE ROAD, TOLLESBURY, MALDONESSEX CM9 8SE, UNITED KINGDOM 127 SYNCORDIS FRANCE SARL 8, RUE, PAUL BELMONDO, PARIS, FRANCE - 75012 128 SYNCORDIS LIMITED 129 SYNCORDIS PSF S.A. 130 131 132 133 SYNCORDIS S.A. LUXEMBOURG SYNCORDIS SOFTWARE SERVICES INDIA PRIVATE LIMITED TAMCO ELECTRICAL INDUSTRIES AUSTRALIA PTY LTD TAMCO SWITCHGEAR (MALAYSIA) SDN BHD 134 THALEST LIMITED BEACON HOUSE, 15 CHRISTCHURCH ROAD, BOURNEMOUTH, DORSET, ENGLAND, UK -BH13LB 105, ROUTE D’ARLON, L-8009, STRASSEN, LUXEMBOURG 105 ROUTE D’ARLON, L-8009 STRASSEN RCS LUXEMBOURG B NUM’ERO 105331 4TH FLOOR, ROOP EMERALD, NO.45, NORTH USMAN ROAD T. NAGAR 600017 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 135 VADODARA BHARUCH TOLLWAYS LIMITED 136 WESTERN ANDHRA TOLLWAYS LIMITED MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 134 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 74.80 Section 2(87)(ii) 0450075646 SUBSIDIARY 74.80 Section 2(87)(ii) U72200AP2014PTC094911 SUBSIDIARY 74.80 Section 2(87)(ii) U45309MH2016PTC283661 SUBSIDIARY 100.00 Section 2(87)(ii) U72900GJ2015PTC083374 SUBSIDIARY 78.88 Section 2(87)(ii) 2159287 SUBSIDIARY 100.00 Section 2(87)(ii) 514135862 10045506 B217963 B105331 SUBSIDIARY 74.80 Section 2(87)(ii) SUBSIDIARY 74.80 Section 2(87)(ii) SUBSIDIARY 74.80 Section 2(87)(ii) SUBSIDIARY 74.80 Section 2(87)(ii) U72900TN2015FTC101675 SUBSIDIARY 74.80 Section 2(87)(ii) 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) U45203TN2005PLC058417 SUBSIDIARY 97.45 Section 2(87)(ii) U45203TN2005PLC057931 SUBSIDIARY 97.45 Section 2(87)(ii) Company ARDOM TELECOM PRIVATE LIMITED GUJARAT LEATHER INDUSTRIES LIMITED @@ INDIRAN ENGINEERING PROJECTS AND SYSTEMS KISH (LLC) INTERNATIONAL SEAPORTS (HALDIA) PRIVATE LIMITED 1 2 3 4 5 6 7 8 9 Sl. No Name of the Address of the Company CIN/GLN U64100HR2009PTC048269 Holding/ Subsidiary/ Associate ASSOCIATE % of Shares held Applicable Section 7.76 Section 2(6) 609B & 610, 6TH FLOOR, WELL DONE TECH PARK, SOHNA ROAD, SECTOR-41, GURGAON - 122018 NO 3001, GIDC INDUSTRIAL ESTATE, ANKLESHWAR, GUJARAT 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) 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 U65923MH2007PTC168721 ASSOCIATE 23.87 Section 2(6) @@ The Company is under Liquidation # Under Process of Strike Off 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) Individual/HUF b) Central Govt c) State Govt (s) d) Bodies Corp. e) Banks / FI f) Any Other…. Sub-total (A)  (1):- (2) Foreign a) NRIs -Individuals b) Other –Individuals c) Bodies Corp. d) Banks / FI e) Any Other…. Sub-total (A)  (2):- Total shareholding of Promoter (A) =(A)(1)+(A)(2) 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 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 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 135 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 B 1. Public Shareholding Institutions a) MutualFunds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds 202,331,530 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 14.44 228,916,062 2.64 0.22 0.00 0.00 7,652,527 3,590,744 0 0 13,878 45,887 0 0 0 228,929,940 7,698,414 3,590,744 0 0 f) i) j) Insurance Companies 297,215,504 675 297,216,179 21.21 294,374,166 675 294,374,841 FIIs Foreign Venture Capital Funds 962,363 52,558 1,014,921 0 0 0 0.07 0.00 848,582 0 52,558 0 901,140 0 % Change during the year % of Total Shares 16.32 0.55 0.26 0.00 0.00 20.99 0.06 0.00 1.88 -2.09 0.04 0.00 0.00 -0.22 -0.01 0.00 540,570,533 113,211 540,683,744 38.58 535,382,081 112,998 535,495,079 38.18 -0.41 92,102,289 411,087 92,513,376 40,666 3,260 43,926 6.60 0.00 91,182,843 411,168 91,594,011 39,713 3,260 42,973 6.53 0.00 239,795,903 24,053,909 263,849,812 18.83 249,613,337 20,377,228 269,990,565 19.25 0.00 0.00 0.42 29,385,457 0 29,385,457 2.10 31,436,696 5 31,436,701 2.24 0.14 Sub-total (B)(1):- 2. Non-Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto R 2 lakh Individual shareholders holding nominal share capital in excess of R 2 lakh c) Others (specify) ii) i) ii) iii) Directors & Relatives Foreign Nationals Foreign Portfolio Investors iv) Non-Residents v) vi) Trust Qualified Foreign Investor vii) IEPF viii) Alternate Investment Funds 1,421,590 547,173 257,126,930 12,173,050 172,101,772 0 1,288,543 1,730 375 21,705 1,421,965 568,878 0.10 0.04 1,576,520 547,173 350 21,705 1,576,870 568,878 0 257,126,930 18.35 261,343,131 0 261,343,131 540,579 12,713,629 26,649 172,128,421 0 0 0 0 1,288,543 1,730 0.91 12.28 0.00 0.09 0.00 12,841,446 172,128,421 0 1,292,037 1,115,268 477,413 13,318,859 0 0 0 0 172,128,421 0 1,292,037 1,115,268 Sub-total (B)(2):- 805,985,103 25,057,564 831,042,667 59.30 823,116,585 21,291,129 844,407,714 Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held byCustodian for GDRs & ADRs 1,346,555,636 25,170,775 1,371,726,411 97.88 1,358,498,666 21,404,127 1,379,902,793 29,643,045 0 29,643,045 2.12 22,826,592 0 22,826,592 0.11 0.04 18.63 0.95 12.27 0.00 0.09 0.08 60.20 98.37 1.63 Grand Total (A+B+C) 1,376,198,681 25,170,775 1,401,369,456 100.00 1,381,325,258 21,404,127 1,402,729,385 100.00 0.01 0.00 0.28 0.04 -0.01 0.00 0.00 0.08 0.90 0.49 -0.49 0.00 136 (ii) Shareholding of Promoters Sl Shareholders Name Shareholding at the beginning of the year %of Shares No. 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 (iv) Shareholding Pattern of top ten Shareholders (other than directors, Promoters and Holders of Gdrs and adrs): Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 18.31 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.) Shareholding at the beginning of the Year 13/07/2018 27/07/2018 27/07/2018 07/09/2018 07/09/2018 31/12/2018 08/03/2019 15/03/2019 22/03/2019 29/03/2019 29/03/2019 30/03/2019 At the end of the year Reason Increase/ Decrease in share holding -125 Transfer 100 Transfer -100 Transfer 1925 Transfer -1800 Transfer -5968339 Transfer -970666 Transfer -3156652 Transfer -3167862 Transfer 4762654 Transfer -1411581 Transfer -450 Transfer 256589578 256589453 256589553 256589453 256591378 256589578 250621239 249650573 246493921 243326059 248088713 246677132 246676682 246676682 18.31 18.30 18.30 18.30 18.30 17.87 17.80 17.57 17.35 17.69 17.59 17.59 17.59 137 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Sl. No. 2 3 Name of the Share Holder Date L&T EMPLOYEES WELFARE FOUNDATION 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 At the end of the year Shareholding at the beginning of the Year 01/04/2018 06/04/2018 06/04/2018 13/04/2018 13/04/2018 20/04/2018 27/04/2018 27/04/2018 04/05/2018 04/05/2018 11/05/2018 11/05/2018 18/05/2018 18/05/2018 25/05/2018 25/05/2018 01/06/2018 01/06/2018 08/06/2018 08/06/2018 15/06/2018 15/06/2018 22/06/2018 22/06/2018 29/06/2018 29/06/2018 06/07/2018 06/07/2018 13/07/2018 20/07/2018 20/07/2018 27/07/2018 27/07/2018 Reason Increase/ Decrease in share holding 5968 Transfer -278 Transfer 1560 Transfer -7498 Transfer 383 Transfer 1003 Transfer -3000 Transfer 775 Transfer -233608 Transfer 1047 Transfer -105376 Transfer 2203 Transfer -428934 Transfer 54515 Transfer -582788 Transfer 6070 Transfer -323200 Transfer 4842952 Transfer -5881000 Transfer 4302 Transfer -306000 Transfer 853 Transfer -1180 Transfer 30968 Transfer -2658 Transfer 2191 Transfer -30122 Transfer 1268 Transfer 101624 Transfer -25000 Transfer 245 Transfer -5237 Transfer 287608 Transfer 138 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 12.28 172128421 172128421 56649372 56655340 56655062 56656622 56649124 56649507 56650510 56647510 56648285 56414677 56415724 56310348 56312551 55883617 55938132 55355344 55361414 55038214 59881166 54000166 54004468 53698468 53699321 53698141 53729109 53726451 53728642 53698520 53699788 53801412 53776412 53776657 53771420 54059028 12.27 4.04 4.04 4.04 4.04 4.04 4.04 4.04 4.04 4.04 4.03 4.03 4.02 4.02 3.99 3.99 3.95 3.95 3.93 4.27 3.85 3.85 3.83 3.83 3.83 3.83 3.83 3.83 3.83 3.83 3.84 3.84 3.84 3.84 3.86 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.) 03/08/2018 03/08/2018 10/08/2018 10/08/2018 17/08/2018 17/08/2018 24/08/2018 24/08/2018 31/08/2018 31/08/2018 07/09/2018 07/09/2018 14/09/2018 14/09/2018 21/09/2018 21/09/2018 28/09/2018 28/09/2018 05/10/2018 05/10/2018 12/10/2018 12/10/2018 19/10/2018 26/10/2018 02/11/2018 02/11/2018 09/11/2018 16/11/2018 23/11/2018 23/11/2018 30/11/2018 30/11/2018 07/12/2018 14/12/2018 21/12/2018 21/12/2018 28/12/2018 28/12/2018 Reason Increase/ Decrease in share holding -50000 Transfer 1199 Transfer -100016 Transfer 2235 Transfer -40000 Transfer 1690 Transfer -170000 Transfer 634 Transfer -109844 Transfer 4508 Transfer -142600 Transfer 734 Transfer -302441 Transfer 2656 Transfer -25000 Transfer 5987 Transfer -275385 Transfer 623751 Transfer -410000 Transfer 388091 Transfer -40000 Transfer 9533 Transfer 4372 Transfer 12839 Transfer -30118 Transfer 1332 Transfer 1468 Transfer 1541 Transfer -225000 Transfer 6770 Transfer -130000 Transfer 1702 Transfer 25636 Transfer 507987 Transfer -25000 Transfer 2528 Transfer -1965 Transfer 2642 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 3.85 3.85 3.85 3.85 3.84 3.84 3.83 3.83 3.82 3.82 3.81 3.81 3.79 3.79 3.79 3.79 3.77 3.81 3.79 3.81 3.81 3.81 3.81 3.81 3.81 3.81 3.81 3.81 3.79 3.79 3.79 3.79 3.79 3.82 3.82 3.82 3.82 3.82 54009028 54010227 53910211 53912446 53872446 53874136 53704136 53704770 53594926 53599434 53456834 53457568 53155127 53157783 53132783 53138770 52863385 53487136 53077136 53465227 53425227 53434760 53439132 53451971 53421853 53423185 53424653 53426194 53201194 53207964 53077964 53079666 53105302 53613289 53588289 53590817 53588852 53591494 139 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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.) 4 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.) 140 Reason Increase/ Decrease in share holding 201222 Transfer -75128 Transfer 12285 Transfer -100000 Transfer 88631 Transfer 2358 Transfer -50000 Transfer 195625 Transfer -35625 Transfer 3329 Transfer -118 Transfer 3769 Transfer -1504 Transfer 1020483 Transfer 5607 Transfer 201483 Transfer -1052 Transfer 3463 Transfer -750 Transfer 5649 Transfer -3577 Transfer 16774 Transfer -2862 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 3.84 3.83 3.83 3.82 3.83 3.83 3.83 3.84 3.84 3.84 3.84 3.84 3.84 3.91 3.91 3.93 3.93 3.93 3.93 3.93 3.93 3.93 3.93 3.93 53792716 53717588 53729873 53629873 53718504 53720862 53670862 53866487 53830862 53834191 53834073 53837842 53836338 54856821 54862428 55063911 55062859 55066322 55065572 55071221 55067644 55084418 55081556 55081556 35257393 2.52 31/12/2018 04/01/2019 04/01/2019 11/01/2019 11/01/2019 18/01/2019 25/01/2019 25/01/2019 01/02/2019 01/02/2019 08/02/2019 08/02/2019 15/02/2019 15/02/2019 22/02/2019 01/03/2019 08/03/2019 08/03/2019 15/03/2019 15/03/2019 22/03/2019 22/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year 06/04/2018 06/04/2018 20/04/2018 15/06/2018 06/07/2018 22/02/2019 31/03/2019 100 Transfer -150 Transfer 50 Transfer -11621555 Transfer 1205458 Transfer -17702702 Transfer -100 Transfer 35257493 35257343 35257393 23635838 24841296 7138594 7138494 2.52 2.52 2.52 1.69 1.77 0.51 0.51 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.04 Name of the Share Holder Date Sl. No. 5 ICICI PRUDENTIAL CAPITAL PROTECTION ORIENTED 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 06/04/2018 06/04/2018 13/04/2018 13/04/2018 20/04/2018 27/04/2018 27/04/2018 04/05/2018 04/05/2018 11/05/2018 11/05/2018 18/05/2018 18/05/2018 25/05/2018 25/05/2018 01/06/2018 01/06/2018 08/06/2018 08/06/2018 15/06/2018 15/06/2018 22/06/2018 22/06/2018 29/06/2018 29/06/2018 06/07/2018 06/07/2018 13/07/2018 13/07/2018 20/07/2018 20/07/2018 27/07/2018 27/07/2018 03/08/2018 03/08/2018 10/08/2018 Reason Increase/ Decrease in share holding 394557 Transfer -1816468 Transfer 290 Transfer -768442 Transfer -603009 Transfer 22 Transfer -872861 Transfer 366 Transfer -102641 Transfer 2510 Transfer -154812 Transfer 2298 Transfer -670298 Transfer 423 Transfer -167988 Transfer 805 Transfer -304201 Transfer 4281 Transfer -512790 Transfer 2306 Transfer -10352 Transfer 7005 Transfer -489438 Transfer 10395601 Transfer -275250 Transfer 2258730 Transfer -3283938 Transfer 951526 Transfer -1466390 Transfer 598730 Transfer -801923 Transfer 85789 Transfer -1957396 Transfer 66888 Transfer -2815768 Transfer 622 Transfer 28612818 29007375 27190907 27191197 26422755 25819746 25819768 24946907 24947273 24844632 24847142 24692330 24694628 24024330 24024753 23856765 23857570 23553369 23557650 23044860 23047166 23036814 23043819 22554381 32949982 32674732 34933462 31649524 32601050 31134660 31733390 30931467 31017256 29059860 29126748 26310980 26311602 2.07 1.94 1.94 1.89 1.84 1.84 1.78 1.78 1.77 1.77 1.76 1.76 1.71 1.71 1.70 1.70 1.68 1.68 1.64 1.64 1.64 1.64 1.61 2.35 2.33 2.49 2.26 2.33 2.22 2.26 2.21 2.21 2.07 2.08 1.88 1.88 141 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of the Share Holder Date Sl. No. 10/08/2018 17/08/2018 17/08/2018 24/08/2018 24/08/2018 31/08/2018 31/08/2018 07/09/2018 07/09/2018 14/09/2018 14/09/2018 21/09/2018 21/09/2018 28/09/2018 28/09/2018 05/10/2018 05/10/2018 12/10/2018 12/10/2018 19/10/2018 19/10/2018 26/10/2018 26/10/2018 02/11/2018 02/11/2018 09/11/2018 09/11/2018 16/11/2018 16/11/2018 23/11/2018 23/11/2018 30/11/2018 30/11/2018 07/12/2018 07/12/2018 14/12/2018 14/12/2018 21/12/2018 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 142 Reason Increase/ Decrease in share holding -172561 Transfer 576 Transfer -237596 Transfer 364619 Transfer -366218 Transfer 1492 Transfer -1112624 Transfer 1243 Transfer -121574 Transfer 48688 Transfer -93375 Transfer 106189 Transfer -6030 Transfer 571671 Transfer -26189 Transfer 233144 Transfer -313777 Transfer 2467 Transfer -450 Transfer 413671 Transfer -206250 Transfer 706201 Transfer -809340 Transfer 2992 Transfer -734217 Transfer 885 Transfer -227298 Transfer 1773 Transfer -699136 Transfer 13359 Transfer -71502 Transfer 305852 Transfer -494024 Transfer 8603 Transfer -10234 Transfer 3893 Transfer -336664 Transfer 2328 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.86 1.86 1.85 1.87 1.85 1.85 1.77 1.77 1.76 1.76 1.76 1.76 1.76 1.80 1.80 1.82 1.80 1.80 1.80 1.83 1.81 1.86 1.80 1.80 1.75 1.75 1.74 1.74 1.69 1.69 1.68 1.70 1.67 1.67 1.67 1.67 1.64 1.64 26139041 26139617 25902021 26266640 25900422 25901914 24789290 24790533 24668959 24717647 24624272 24730461 24724431 25296102 25269913 25503057 25189280 25191747 25191297 25604968 25398718 26104919 25295579 25298571 24564354 24565239 24337941 24339714 23640578 23653937 23582435 23888287 23394263 23402866 23392632 23396525 23059861 23062189 Name of the Share Holder Date Sl. No. 21/12/2018 28/12/2018 28/12/2018 31/12/2018 31/12/2018 04/01/2019 04/01/2019 11/01/2019 11/01/2019 18/01/2019 25/01/2019 25/01/2019 01/02/2019 01/02/2019 08/02/2019 08/02/2019 15/02/2019 15/02/2019 22/02/2019 22/02/2019 01/03/2019 01/03/2019 08/03/2019 08/03/2019 15/03/2019 15/03/2019 22/03/2019 22/03/2019 29/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year 06/04/2018 13/04/2018 20/04/2018 27/04/2018 27/04/2018 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 6 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Reason Increase/ Decrease in share holding -46408 Transfer 135405 Transfer -95007 Transfer 533 Transfer -4570 Transfer 1896 Transfer -3438 Transfer 1111 Transfer -4994 Transfer 458538 Transfer 35829 Transfer -34220 Transfer 2798 Transfer -1226382 Transfer 1991 Transfer -373282 Transfer 225021 Transfer -273961 Transfer 17692189 Transfer -6720 Transfer 3011204 Transfer -11545250 Transfer 4326497 Transfer -545533 Transfer 1920 Transfer -1311973 Transfer 10232 Transfer -1438021 Transfer 422765 Transfer -127676 Transfer 308760 Transfer 96947 Transfer -24835 Transfer 8994 Transfer -142580 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.64 1.65 1.64 1.64 1.64 1.64 1.64 1.64 1.64 1.68 1.68 1.68 1.68 1.59 1.59 1.56 1.58 1.56 2.82 2.82 3.03 2.21 2.52 2.48 2.48 2.39 2.39 2.29 2.32 2.31 2.30 1.84 23015781 23151186 23056179 23056712 23052142 23054038 23050600 23051711 23046717 23505255 23541084 23506864 23509662 22283280 22285271 21911989 22137010 21863049 39555238 39548518 42559722 31014472 35340969 34795436 34797356 33485383 33495615 32057594 32480359 32352683 32321704 25773363 26082123 26179070 26154235 26163229 26020649 1.86 1.87 1.87 1.87 1.86 143 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of the Share Holder Date Sl. No. 04/05/2018 11/05/2018 18/05/2018 25/05/2018 01/06/2018 01/06/2018 08/06/2018 15/06/2018 22/06/2018 29/06/2018 06/07/2018 13/07/2018 20/07/2018 27/07/2018 03/08/2018 03/08/2018 10/08/2018 17/08/2018 24/08/2018 31/08/2018 31/08/2018 07/09/2018 14/09/2018 21/09/2018 28/09/2018 28/09/2018 05/10/2018 12/10/2018 12/10/2018 19/10/2018 26/10/2018 02/11/2018 02/11/2018 09/11/2018 16/11/2018 23/11/2018 30/11/2018 30/11/2018 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 144 Reason Increase/ Decrease in share holding -19068 Transfer -499160 Transfer -222434 Transfer -509598 Transfer 189742 Transfer -35189 Transfer -77974 Transfer 248338 Transfer -293855 Transfer -79529 Transfer 450741 Transfer 391713 Transfer 97681 Transfer 185046 Transfer 245584 Transfer -83848 Transfer -186592 Transfer -24160 Transfer -1274521 Transfer 217008 Transfer -207851 Transfer -144535 Transfer -233481 Transfer -68326 Transfer 89491 Transfer -1921 Transfer 916421 Transfer 1813815 Transfer -1343335 Transfer 252528 Transfer -9927 Transfer 1179585 Transfer -1047765 Transfer 144637 Transfer -54896 Transfer -36126 Transfer 17967 Transfer -15024 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.86 1.82 1.80 1.77 1.78 1.78 1.77 1.79 1.77 1.76 1.80 1.82 1.83 1.84 1.86 1.86 1.84 1.84 1.75 1.76 1.75 1.74 1.72 1.72 1.72 1.72 1.79 1.92 1.82 1.84 1.84 1.92 1.85 1.86 1.86 1.85 1.85 1.85 26001581 25502421 25279987 24770389 24960131 24924942 24846968 25095306 24801451 24721922 25172663 25564376 25662057 25847103 26092687 26008839 25822247 25798087 24523566 24740574 24532723 24388188 24154707 24086381 24175872 24173951 25090372 26904187 25560852 25813380 25803453 26983038 25935273 26079910 26025014 25988888 26006855 25991831 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.) 7 GENERAL 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.) 07/12/2018 14/12/2018 21/12/2018 28/12/2018 31/12/2018 04/01/2019 11/01/2019 18/01/2019 25/01/2019 01/02/2019 08/02/2019 15/02/2019 22/02/2019 01/03/2019 08/03/2019 15/03/2019 22/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year 06/04/2018 18/05/2018 13/07/2018 27/07/2018 10/08/2018 17/08/2018 24/08/2018 12/10/2018 19/10/2018 26/10/2018 02/11/2018 30/11/2018 07/12/2018 14/12/2018 21/12/2018 08/02/2019 At the end of the year Reason Increase/ Decrease in share holding 540765 Transfer 566 Transfer -377775 Transfer 228051 Transfer 8955 Transfer -612385 Transfer 55321 Transfer -224797 Transfer 214082 Transfer 732818 Transfer 420151 Transfer 34022 Transfer -133053 Transfer 329275 Transfer -1489240 Transfer -695458 Transfer 32141 Transfer 22146 Transfer -10000 Transfer -5055 Transfer 25000 Transfer 2918 Transfer 25213 Transfer 20000 Transfer 30000 Transfer 5000 Transfer 25000 Transfer 60000 Transfer 27463 Transfer -305539 Transfer -155000 Transfer -10000 Transfer -135000 Transfer 100000 Transfer Cumulative Shareholding during the Year No. of Shares 26532596 26533162 26155387 26383438 26392393 25780008 25835329 25610532 25824614 26557432 26977583 27011605 26878552 27207827 25718587 25023129 25055270 25077416 25077416 24700000 24690000 24684945 24709945 24712863 24738076 24758076 24788076 24793076 24818076 24878076 24905539 24600000 24445000 24435000 24300000 24400000 24400000 % of total shares of the Company 1.89 1.89 1.87 1.88 1.88 1.84 1.84 1.83 1.84 1.89 1.92 1.93 1.92 1.94 1.83 1.78 1.79 1.79 1.79 1.76 1.76 1.76 1.76 1.76 1.76 1.77 1.77 1.77 1.77 1.77 1.78 1.75 1.74 1.74 1.73 1.74 1.74 145 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of the Share Holder Date Sl. No. 8 SBI - ETF SENSEX 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 06/04/2018 06/04/2018 13/04/2018 20/04/2018 20/04/2018 27/04/2018 04/05/2018 11/05/2018 18/05/2018 25/05/2018 01/06/2018 08/06/2018 15/06/2018 22/06/2018 22/06/2018 29/06/2018 29/06/2018 06/07/2018 13/07/2018 13/07/2018 20/07/2018 27/07/2018 27/07/2018 03/08/2018 03/08/2018 10/08/2018 10/08/2018 17/08/2018 24/08/2018 31/08/2018 31/08/2018 07/09/2018 07/09/2018 14/09/2018 14/09/2018 21/09/2018 Reason Increase/ Decrease in share holding 134030 Transfer -2979 Transfer 1028656 Transfer 309199 Transfer -9900 Transfer 132040 Transfer 96004 Transfer 158200 Transfer 129974 Transfer 86034 Transfer 95095 Transfer 160502 Transfer 81149 Transfer 346851 Transfer -50541 Transfer 56921 Transfer -70108 Transfer 99892 Transfer 100148 Transfer -1471 Transfer 83293 Transfer 109883 Transfer -168 Transfer 255919 Transfer -15344 Transfer 117685 Transfer -4 Transfer 40351 Transfer 108278 Transfer 201011 Transfer -1107 Transfer 161822 Transfer -133 Transfer 145943 Transfer -3468 Transfer 120331 Transfer 146 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.46 20499688 20633718 20630739 21659395 21968594 21958694 22090734 22186738 22344938 22474912 22560946 22656041 22816543 22897692 23244543 23194002 23250923 23180815 23280707 23380855 23379384 23462677 23572560 23572392 23828311 23812967 23930652 23930648 23970999 24079277 24280288 24279181 24441003 24440870 24586813 24583345 24703676 1.47 1.47 1.55 1.57 1.57 1.58 1.58 1.59 1.60 1.61 1.62 1.63 1.63 1.66 1.65 1.66 1.65 1.66 1.67 1.67 1.67 1.68 1.68 1.70 1.70 1.71 1.71 1.71 1.72 1.73 1.73 1.74 1.74 1.75 1.75 1.76 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.) 28/09/2018 28/09/2018 05/10/2018 12/10/2018 19/10/2018 26/10/2018 02/11/2018 02/11/2018 09/11/2018 16/11/2018 16/11/2018 23/11/2018 30/11/2018 07/12/2018 07/12/2018 14/12/2018 14/12/2018 21/12/2018 28/12/2018 28/12/2018 31/12/2018 04/01/2019 11/01/2019 18/01/2019 18/01/2019 25/01/2019 25/01/2019 01/02/2019 01/02/2019 08/02/2019 08/02/2019 15/02/2019 15/02/2019 22/02/2019 01/03/2019 01/03/2019 08/03/2019 08/03/2019 Reason Increase/ Decrease in share holding 2828 Transfer -21653 Transfer 89332 Transfer 2163979 Transfer 63501 Transfer 120362 Transfer 53684 Transfer -20002 Transfer 77711 Transfer 135537 Transfer -41779 Transfer 217940 Transfer 274699 Transfer 244363 Transfer -18004 Transfer 21588 Transfer -69999 Transfer 87012 Transfer 49178 Transfer -26272 Transfer 30027 Transfer 179946 Transfer 232627 Transfer 159234 Transfer -418 Transfer 172860 Transfer -157 Transfer 183860 Transfer -26625 Transfer 160106 Transfer -2050 Transfer 28442 Transfer -635646 Transfer 600002 Transfer 264523 Transfer -34767 Transfer 723837 Transfer -5618 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.76 1.76 1.77 1.92 1.93 1.93 1.94 1.94 1.94 1.95 1.95 1.96 1.98 2.00 2.00 2.00 2.00 2.00 2.01 2.00 2.01 2.02 2.04 2.05 2.05 2.06 2.06 2.07 2.07 2.08 2.08 2.08 2.04 2.08 2.10 2.10 2.15 2.15 24706504 24684851 24774183 26938162 27001663 27122025 27175709 27155707 27233418 27368955 27327176 27545116 27819815 28064178 28046174 28067762 27997763 28084775 28133953 28107681 28137708 28317654 28550281 28709515 28709097 28881957 28881800 29065660 29039035 29199141 29197091 29225533 28589887 29189889 29454412 29419645 30143482 30137864 147 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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.) 9 NPS TRUST- A/C KOTAK PENSION FUND SCHEME E - TIER 15/03/2019 22/03/2019 22/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year Reason Increase/ Decrease in share holding 1635337 Transfer 333988 Transfer -266 Transfer 170309 Transfer 06/04/2018 13/04/2018 20/04/2018 27/04/2018 04/05/2018 11/05/2018 18/05/2018 01/06/2018 08/06/2018 15/06/2018 22/06/2018 29/06/2018 06/07/2018 13/07/2018 20/07/2018 27/07/2018 03/08/2018 10/08/2018 17/08/2018 24/08/2018 24/08/2018 31/08/2018 07/09/2018 14/09/2018 21/09/2018 28/09/2018 05/10/2018 12/10/2018 19/10/2018 26/10/2018 95745 Transfer 33974 Transfer 5850 Transfer 17064 Transfer 30825 Transfer 38357 Transfer 9175 Transfer 512 Transfer 18049 Transfer 38328 Transfer 12300 Transfer 104277 Transfer 10282 Transfer 44343 Transfer 73092 Transfer 32995 Transfer 5755 Transfer 154086 Transfer 46386 Transfer 66318 Transfer -1000 Transfer 37653 Transfer 60838 Transfer 28672 Transfer 13365 Transfer 28252 Transfer 211218 Transfer 193356 Transfer 160800 Transfer 105156 Transfer Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 148 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.27 2.29 2.29 2.30 2.30 0.86 31773201 32107189 32106923 32277232 32277232 12005742 12101487 12135461 12141311 12158375 12189200 12227557 12236732 12237244 12255293 12293621 12305921 12410198 12420480 12464823 12537915 12570910 12576665 12730751 12777137 12843455 12842455 12880108 12940946 12969618 12982983 13011235 13222453 13415809 13576609 13681765 0.86 0.87 0.87 0.87 0.87 0.87 0.87 0.87 0.87 0.88 0.88 0.89 0.89 0.89 0.89 0.90 0.90 0.91 0.91 0.92 0.92 0.92 0.92 0.93 0.93 0.93 0.94 0.96 0.97 0.98 Name of the Share Holder Date Sl. No. 02/11/2018 16/11/2018 16/11/2018 30/11/2018 30/11/2018 07/12/2018 14/12/2018 14/12/2018 21/12/2018 28/12/2018 28/12/2018 31/12/2018 31/12/2018 04/01/2019 04/01/2019 11/01/2019 18/01/2019 25/01/2019 01/02/2019 08/02/2019 15/02/2019 22/02/2019 01/03/2019 08/03/2019 15/03/2019 22/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year 06/04/2018 06/04/2018 13/04/2018 13/04/2018 20/04/2018 20/04/2018 27/04/2018 27/04/2018 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 10 RELIANCE CAPITAL TRUSTEE CO LTD Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Reason Increase/ Decrease in share holding 109941 Transfer 5100 Transfer -10779 Transfer 1211 Transfer -5250 Transfer -3150 Transfer 80231 Transfer -140 Transfer 79586 Transfer 128450 Transfer -65000 Transfer 63350 Transfer -584 Transfer 27000 Transfer -2000 Transfer 98380 Transfer 53860 Transfer 228152 Transfer 76600 Transfer 27412 Transfer 146773 Transfer 93135 Transfer 32600 Transfer 108592 Transfer 24840 Transfer 90306 Transfer 40959 Transfer 29745 Transfer -843 Transfer 165486 Transfer -340000 Transfer 18000 Transfer -44404 Transfer 217000 Transfer -64368 Transfer Cumulative Shareholding during the Year No. of Shares 13791706 13796806 13786027 13787238 13781988 13778838 13859069 13858929 13938515 14066965 14001965 14065315 14064731 14091731 14089731 14188111 14241971 14470123 14546723 14574135 14720908 14814043 14846643 14955235 14980075 15070381 15111340 15111340 14776397 14806142 14805299 14970785 14630785 14648785 14604381 14821381 14757013 % of total shares of the Company 0.98 0.98 0.98 0.98 0.98 0.98 0.99 0.99 0.99 1.00 1.00 1.00 1.00 1.00 1.00 1.01 1.02 1.03 1.04 1.04 1.05 1.06 1.06 1.07 1.07 1.07 1.08 1.08 1.05 1.06 1.06 1.07 1.04 1.05 1.04 1.06 1.05 149 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of the Share Holder Date Sl. No. 04/05/2018 04/05/2018 11/05/2018 11/05/2018 18/05/2018 18/05/2018 25/05/2018 25/05/2018 01/06/2018 01/06/2018 08/06/2018 08/06/2018 15/06/2018 15/06/2018 22/06/2018 22/06/2018 29/06/2018 29/06/2018 06/07/2018 06/07/2018 13/07/2018 13/07/2018 20/07/2018 20/07/2018 27/07/2018 27/07/2018 03/08/2018 03/08/2018 10/08/2018 10/08/2018 17/08/2018 24/08/2018 24/08/2018 31/08/2018 31/08/2018 07/09/2018 07/09/2018 14/09/2018 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 150 Reason Increase/ Decrease in share holding 701767 Transfer -581523 Transfer 205167 Transfer -46372 Transfer 69492 Transfer -45668 Transfer 309632 Transfer -606 Transfer 207073 Transfer -62000 Transfer 345031 Transfer -446448 Transfer 98840 Transfer -354868 Transfer 197369 Transfer -385157 Transfer 262823 Transfer -80051 Transfer 288501 Transfer -287831 Transfer 8496 Transfer -143567 Transfer 92100 Transfer -7495 Transfer 424630 Transfer -421 Transfer 371783 Transfer -3143 Transfer 1649 Transfer -14030 Transfer 4245 Transfer 775144 Transfer -313132 Transfer 378260 Transfer -380152 Transfer 8008 Transfer -3081 Transfer 9316 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.10 1.06 1.08 1.07 1.08 1.07 1.10 1.10 1.11 1.11 1.13 1.10 1.11 1.08 1.10 1.07 1.09 1.08 1.10 1.08 1.08 1.07 1.08 1.08 1.11 1.11 1.13 1.13 1.13 1.13 1.13 1.19 1.17 1.19 1.17 1.17 1.17 1.17 15458780 14877257 15082424 15036052 15105544 15059876 15369508 15368902 15575975 15513975 15859006 15412558 15511398 15156530 15353899 14968742 15231565 15151514 15440015 15152184 15160680 15017113 15109213 15101718 15526348 15525927 15897710 15894567 15896216 15882186 15886431 16661575 16348443 16726703 16346551 16354559 16351478 16360794 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.) 14/09/2018 21/09/2018 21/09/2018 28/09/2018 28/09/2018 05/10/2018 05/10/2018 12/10/2018 12/10/2018 19/10/2018 19/10/2018 26/10/2018 26/10/2018 02/11/2018 02/11/2018 09/11/2018 09/11/2018 16/11/2018 16/11/2018 23/11/2018 23/11/2018 30/11/2018 30/11/2018 07/12/2018 07/12/2018 14/12/2018 14/12/2018 21/12/2018 21/12/2018 28/12/2018 28/12/2018 31/12/2018 31/12/2018 04/01/2019 04/01/2019 11/01/2019 11/01/2019 18/01/2019 Reason Increase/ Decrease in share holding -282 Transfer 1341 Transfer -105046 Transfer 267198 Transfer -505324 Transfer 59126 Transfer -227706 Transfer 65614 Transfer -126402 Transfer 579218 Transfer -2765 Transfer 433025 Transfer -413 Transfer 1043310 Transfer -27 Transfer 347402 Transfer -112 Transfer 15561 Transfer -85258 Transfer 111 Transfer -132502 Transfer 215191 Transfer -236726 Transfer 73031 Transfer -91062 Transfer 218733 Transfer -281375 Transfer 45771 Transfer -263772 Transfer 43941 Transfer -734 Transfer 8952 Transfer -534 Transfer 271901 Transfer -21369 Transfer 389485 Transfer -312758 Transfer 30 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.17 1.17 1.16 1.18 1.14 1.15 1.13 1.14 1.13 1.17 1.17 1.20 1.20 1.27 1.27 1.30 1.30 1.30 1.29 1.29 1.28 1.30 1.28 1.29 1.28 1.30 1.28 1.28 1.26 1.26 1.26 1.26 1.26 1.28 1.28 1.31 1.29 1.29 16360512 16361853 16256807 16524005 16018681 16077807 15850101 15915715 15789313 16368531 16365766 16798791 16798378 17841688 17841661 18189063 18188951 18204512 18119254 18119365 17986863 18202054 17965328 18038359 17947297 18166030 17884655 17930426 17666654 17710595 17709861 17718813 17718279 17990180 17968811 18358296 18045538 18045568 151 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Name of the Share Holder Date Sl. No. 18/01/2019 25/01/2019 01/02/2019 01/02/2019 08/02/2019 08/02/2019 15/02/2019 15/02/2019 22/02/2019 22/02/2019 01/03/2019 01/03/2019 08/03/2019 08/03/2019 15/03/2019 15/03/2019 22/03/2019 22/03/2019 29/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year 08/03/2019 15/03/2019 22/03/2019 29/03/2019 At the end of the year Shareholding at the beginning of the Year 20/04/2018 27/04/2018 01/06/2018 08/06/2018 22/06/2018 24/08/2018 31/08/2018 25/01/2019 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 11 NOMURA INDIA INVESTMENT FUND MOTHER FUND Date wise Increase / Decrease in Shareholding during the year specifying the reasons 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 reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Reason Increase/ Decrease in share holding -17549 Transfer 7939 Transfer 20117 Transfer -351633 Transfer 8372 Transfer -661396 Transfer 414242 Transfer -270655 Transfer 245252 Transfer -12719 Transfer 61697 Transfer -90 Transfer 464991 Transfer -223 Transfer 950 Transfer -113336 Transfer 317598 Transfer -145225 Transfer 1721273 Transfer -5059 Transfer -150103 Transfer -810725 Transfer -90000 Transfer -250000 Transfer -36000 Transfer -64000 Transfer -69006 Transfer -30000 Transfer -3000 Transfer -9000 Transfer -8000 Transfer -59294 Transfer 152 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.29 1.29 1.29 1.26 1.26 1.22 1.25 1.23 1.24 1.24 1.25 1.25 1.28 1.28 1.28 1.27 1.29 1.28 1.41 1.41 1.41 1.03 1.01 0.96 0.95 0.93 0.93 0.97 0.97 0.96 0.96 0.96 0.96 0.95 0.95 0.95 18028019 18035958 18056075 17704442 17712814 17051418 17465660 17195005 17440257 17427538 17489235 17489145 17954136 17953913 17954863 17841527 18159125 18013900 19735173 19730114 19730114 14377891 14227788 13417063 13327063 13077063 13077063 13596609 13560609 13496609 13427603 13397603 13394603 13385603 13377603 13318309 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.) 01/02/2019 08/02/2019 22/02/2019 01/03/2019 08/03/2019 15/03/2019 22/03/2019 29/03/2019 At the end of the year (v) Shareholding of directors and Key Managerial Personnel: Reason Increase/ Decrease in share holding -15706 Transfer -153800 Transfer -100000 Transfer -200000 Transfer -124000 Transfer -51525 Transfer -40000 Transfer -185000 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 0.95 0.94 0.93 0.92 0.91 0.90 0.90 0.89 0.89 13302603 13148803 13048803 12848803 12724803 12673278 12633278 12448278 12448278 Sl. No. 1 2 3 Name of Director / KMP 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); 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): Shareholding at the beginning of the year No. of shares At the Beginning of the year 424,958 % of total Shares of the Company 0.03 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 11-Aug-18 213,084 0.02 52,500 ESOP exercise 424,958 0.03 At the End of the year At the beginning of the year 11-Aug-18 306,000 0.02 22,500 ESOP exercise 265,584 0.02 At the End of the year 328,500 0.02 153 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Shareholding at the beginning of the year No. of shares At the beginning of the year 11-Aug-18 75,125 15,000 % of total Shares of the Company 0.01 ESOP exercise 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 46,054 0.00 90,125 0.01 At the End of the year At the beginning of the year 64,312 0.00 46,054 0.00 Sl. No. 4 5 6 Name of Director / KMP 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): 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 At the End of the year As on the date of appointment as director 172,260 0.01 64,312 0.00 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): 11-Sep-18 24-Sep-18 08-Oct-18 23-Oct-18 500 500 340 500 Market Purchase Market Purchase Market Purchase Market Purchase 8 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): At the End of the year At the beginning of the year 2,443 0.00 174,100 0.01 At the End of the year 2,443 0.00 154 Shareholding at the beginning of the year No. of shares At the beginning of the year 1,125 % of total Shares of the Company 0.00 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 225 0.00 1,125 0.00 At the End of the year At the beginning of the year 1,327 0.00 225 0.00 At the End of the year At the beginning of the year 225 0.00 1,327 0.00 02-May-18 -225 Ceased as Director At the End of the year At the beginning of the year 150 0.00 At the End of the year At the beginning of the year 7,680 0.00 – 0.00 – - 150 – Sl. No. 9 10 11 12 13 14 Name of Director / KMP 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): 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): At the End of the year 7,680 0.00 155 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Sl. No. 15 16 17 18 19 Name of Director / KMP 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 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): 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): 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): Shareholding at the beginning of the year No. of shares At the beginning of the year 1,500 % of total Shares of the Company 0.00 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 4,500 0.00 1,500 0.00 At the End of the year At the beginning of the year 150 0.00 4,500 0.00 At the End of the year At the beginning of the year 150 0.00 150 0.00 At the End of the year At the beginning of the year 150 0.00 150 0.00 At the End of the year 150 0.00 156 Sl. No. 20 21 22 23 24 Name of Director / KMP 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): ARVIND GUPTA jointly with ADMINISTRATOR OF THE SPECIFIED UNDERTAKING OF THE UNIT TRUST 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): HEMANT BHARGAVA 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): HEMANT 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): Shareholding at the beginning of the year No. of shares At the beginning of the year 31,650 % of total Shares of the Company 0.00 05-Apr-18 25-Jan-19 31,500 31,500 ESOP exercise ESOP exercise 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 150 0.00 94,650 0.01 At the End of the year At the beginning of the year 100 0.00 150 0.00 At the End of the year As on 28th May 2018 100 0.00 100 0.00 At the End of the year As on 28th May 2018 90 0.00 100 0.00 At the End of the year 90 0.00 157 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 Shareholding at the beginning of the year No. of shares At the beginning of the year 34,710 % of total Shares of the Company 0.00 Cumulative Shareholding during the year No. of shares % of total Shares of the Company Sl. No. 25 Name of Director / KMP 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 2019 At the End of the year 34,710 0.00 Secured Loans excluding deposits Unsecured Loans deposits v crore Total Indebtedness Indebtedness at the beginning of the financial year i) principal Amount* 525.17 10035.83 ii) Interest due but not paid* iii) Interest accrued but not due* – – – – Total (i+ii+iii) 525.17 10035.83 Change in Indebtedness during the financial year Addition^ Reduction exchange gain / (loss) Interest accrued but not due Net change Indebtedness at the end of the financial year i) ii) principal Amount* Interest due but not paid* iii) Interest accrued but not due* Total (i+ii+iii) 4741.36 (5247.89) 5.90 – (500.63) 15111.71 (15345.60) 365.09 – 131.20 24.54 10167.03 – – – – 24.54 10167.03 – – – – – – – – – – – – – 10561.00 – – 10561.00 19853.07 (20593.49) 370.99 – (369.43) 10191.57 – – 10191.57 *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. 158 VI. rEMUNEraTIoN oF dIrECTorS aNd KEY MaNaGErIaL PErSoNNEL a.   rEMUNEraTIoN To MaNaGING dIrECTor, WHoLE-TIME dIrECTorS aNd / or MaNaGEr: Sl. No. 1 2 3 4 5 Particulars of Remuneration 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 (A) Ceiling as per the Act R SHANKAR RAMAN Name of MD / WTD / Manager D.K SEN SHAILENDRA ROY M.V SATISH J. D. PATIL V crore Total Amount S N SUBRAHMANYAN 2.400 1.710 1.590 1.230 1.230 1.050 9.210 21.780 7.468 3.150 0.120 0.220 0.180 32.918 – – – 18.603 5.671 – – – 12.154 3.743 – – – 7.049 2.332 48.454 25.075 14.121 – – – 4.186 1.462 6.998 – – – 5.985 1.948 9.383 – – – – – – 5.283 1.710 8.223 53.260 – 16.866 112.254 877.50 B. rEMUNEraTIoN To oTHEr dIrECTorS Sl. No. Particulars of Remuneration A M Naik# M M Chitale Subodh Bhargava M Damodaran Vikram Singh Mehta Sushobhan Sarker Adil Zainulbhai Name of Directors Akhilesh Gupta Sunita Sharma* Thomas Mathew T Ajay Shankar Subrmanian Sarma Naina Lal Kidwai Sanjeev Aga Narayanan Kumar Arvind Gupta* Hemant Bhargava* 0.126 0.122 0.106 0.095 0.122 0.088 0.122 0.102 0.088 0.116 0.118 0.381 0.531 0.383 0.349 0.354 0.174 0.308 0.280 0.174 0.260 0.279 0.507 0.653 0.489 0.444 0.476 0.262 0.430 0.382 0.262 0.376 0.397 0.012 0.047 * 0.059 0.059 0.476 0.262 0.020 0.013 0.033 0.033 0.507 0.653 0.489 0.444 0.430 0.382 – 0.262 0.376 0.397 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 0.122 5.000 3.033 8.155 8.155 V crore Total Amount 1.205 3.473 – 4.678 0.078 0.020 0.252 0.155 0.017 0.233 0.233 0.037 0.037 5.232 3.033 8.517 13.195 125.449 965.25 @ Others includes pension of R 3 crore and perquisite value of housing and medical R 0.033 crore * Paid to the institutions they represent # Does not include the perquisite value related to ESOPs exercised during the year in respect of stock options granted over the past several years by Larsen & Toubro Infotech Limited and L&T Technology Services Limited of R 213.39 crore. 159 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 C. rEMUNEraTIoN To KEY MaNaGErIaL PErSoNNEL oTHEr THaN Md / MaNaGEr / WTd Particulars of Remuneration Key Managerial Personnel CEO Company Secretary (N. Hariharan) CFO V crore Total Sl. No. 1 2 3 4 5 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 1.136 0.004 Not Applicable Not Applicable authority [rd/ NCLT/CoUrT] appeal made, if any (give details) 0.088 1.228 details of Penalty/ Punishment/ Compounding fees imposed NIL NIL NIL VII. PENaLTIES / PUNISHMENT/ CoMPoUNdING oF oFFENCES: Type Section of the Companies act Brief description a. CoMPaNY penalty punishment Compounding B. dIrECTorS penalty punishment Compounding C. oTHEr oFFICErS IN dEFaULT penalty punishment Compounding 160 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 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/or 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 161 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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. 162 annexure ‘H’ to the Board report NoMINaTIoN aNd rEMUNEraTIoN PoLICY 2. dEFINITIoNS: 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; zz Devising a policy on Board diversity; 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. 2.2. Board means Board of Directors of the Company. 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. Presently, persons in Sr. Vice President grade and F&a heads of Independent Companies reporting to Whole-time directors will be covered as Senior Management Personnel. 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 Formulate the criteria for determining qualifications, positive attributes and independence of a director. zz Identify persons who are qualified to become Director and persons who may be appointed 163 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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. 3.2. Policy for appointment and removal of director, KMP and Senior Management 3.2.1. appointment criteria and qualifications a) the Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director and recommend to the Board his/her appointment. 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. b) A person should possess adequate qualification, 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: 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. b) 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 Company in any other capacity, either directly or indirectly. 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. c) Maximum Number of directorships: - 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 164 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 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 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 165 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2018-19 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 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. director: 5. CHaIrPErSoN 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 R 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: 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. 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 Chairman 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. CoMMITTEE MEMBErS’ INTErESTS 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 166 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 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. Senior Management and regularly reviewing the plan; 11.4 to consider any other matters as may be requested by 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. the Board. 11.5 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 executive Committee has the right to change/amend the policy as may be expedient taking into account the law for the time being in force. 167 MANAGEMENT DISCUSSION AND ANALYSIS ANNUAL REPORT 2018-19 MANAGEMENT DISCUSSION AND ANALYSIS Indian Economy The year 2018-19 saw the Indian economy yielding the benefits of structural reforms, viz Goods & Service Tax (GST), Demonetisation and Insolvency & Bankruptcy Code (IBC). The year witnessed a pick-up in project awards, improved clearances and fund allocation, resulting in a pick-up in execution momentum in the domestic market. The domestic economy continues to be driven by public sector investments, mainly in areas of water supply, irrigation, urban transportation, crude exploration and refining, roads allied infrastructure and rural electrification. The domestic investment momentum was healthy despite the multiple challenges on the economic front, with volatile crude oil prices, currency swings, pressure on fiscal and current account deficits, sharp temporary contraction in liquidity and the general elections held in Q1 of FY2019-20. The Government’s ‘Make in India’ initiative for the Defence sector continues to progress slowly due to bureaucratic inertia and complex procurement procedures. Investment by private sector saw significant traction, with pick up in award of large value contracts in airport expansion and health sector. Also some momentum was seen in private sector capacity expansion. However, the overhang of bad debt, rising policy uncertainties and low- capacity utilization continue to impact the Indian industry capex. The power and manufacturing sectors remained the worst affected. Surplus inventory in the residential sector and limited pick-up in requirement of new construction led to lower investments. The general elections held in Q1 of FY 2019-20 could result in volatility in the domestic market and slowdown in Government machinery, although the effects will be transitory in nature. Global Economy In the year 2018-19, the global economy saw significant volatility. The US economy has accelerated at its finest pace in last four years due to monetary stimulus and tax cuts during the current year. The biggest risk facing economies is the growing evidence that global growth and trade are weakening. The slowing of the Chinese economy, along with growing evidence of European growth under pressure, cast a big cloud of uncertainty. Unsettled trade tensions and developments around Brexit may continue to impact the cross- border trades, while oil-price volatility may impart a further downside risk to the outlook in the investment climate in the Middle East markets. The Company has identified certain thrust areas and strategies, viz. leveraging ongoing digitalisation efforts, operational efficiencies, reducing working capital levels, unlocking business values, forays into new geographies, 168 innovating business, inorganic growth and continuing ROE enhancement. DIGItALISAtION AND It INItIAtIVES As part of the Lakshya 2016-21 plan, Digital was identified as one of the major initiatives for the Company. In February 2016, a team was constituted to implement digital solutions with a focus on operational effectiveness, facilitating timely completion and cost savings. The initial concentration of digital solutions has been mainly in the Construction business, the largest segment of the Company. The digital solutions aim to improve utilization of equipment, increased productivity, savings in fuel, reduction in material wastage and real-time visibility of all aspects of operations, thereby enabling better monitoring and effective data-based decision making to remove bottlenecks and improve timely completion. Digital journey The Company has established a young, talented and spirited team responsible for creating digital solutions and driving their implementation. The team operates through a Hub and Spoke model with a central team at the Divisional Corporate Office level. This team defines the digital strategy, the technology and architecture choices, the vendor selection and development, solution design and development. The Digital Officers and their small teams at the business level seek requirements from the businesses and also take charge of the roll outs. Every project site has an identified Digital Champion who helps implement, monitor and spur usage at the sites. Over the years, the Company’s digitalisation journey has come a long way and a very large number of solutions have been developed and deployed at scale across hundreds of the project sites. Remote Monitoring of Equipment at Project Sites The usage of a variety of Plant and Equipment at project sites helps greatly in ensuring faster construction and better quality. L&T has a large fleet of equipment of various makes and models and of different vintages, sourced from various OEMs. The Company’s digital solution ‘Asset Insight’ remotely monitors various performance parameters of the equipment using the Internet of Things (IOT) technology. Installing multiple sensors and an intelligent gateway on the equipment, enables the business to obtain real-time operational, production and condition data on the equipment, without human intervention. Some of these data points are location, movement, switch on and switch off time, idling time and work done, 169 MANAGEMENT DISCUSSION AND ANALYSIS ANNUAL REPORT 2018-19 number of hours worked, pressure, temperature and fuel consumption and many other variables, depending on the type of equipment. Out of the 12000 equipment identified, currently about 9500 equipment at project sites are connected and streaming data in real time for monitoring. All the data is analysed and insights shown to the end users and managers through user-friendly dashboards to enable them to take action to optimise usage, improve utilization, redeploy where necessary and realize benefits. Workmen Availability and Productivity Workmen are key to a project site and their availability and productivity have a major role in completing a project in time. Digital solutions are implemented for mobilizing workmen, on-boarding workmen and monitoring productivity of workmen. These solutions use technologies like mobility, wearables and RFID suitably tailored to meet specific needs. Workmen Safety The safety of workmen is paramount. Digitalisation can play an important role in improving the safety levels of the workmen and the following solutions have been implemented to achieve the same: a. Safety Processes Digitalisation – All safety checklists and processes have been digitalized by putting them on a mobile App. This ensures better compliance and also saves time required for approvals and corrections. b. Safety Inspections are also recorded on an App for all kinds of assets, tools and tackles, harnesses and slings, etc. This ensures that inspections are carried out with rigour and at the right periodicity to ensure safety. c. Safety training – Using Virtual Reality (VR) & Augmented Reality (AR) The Company has developed Immersive Virtual Reality and Augmented Reality films demonstrating the correct safety practices covering a number of scenarios like working at a height, material handling, heavy vehicle management, working at an excavation site, working with HT lines, safety barricading, work permits and working in a marine environment. These films, translated in multiple Indian languages, are deployed on headgear at the sites and are administered to all the workmen. They help create a vivid immersive experience and imprint the rules of safety firmly in the minds of the workmen Geospatial Solutions A variety of data acquisition technologies are used, ranging from GNSS (Global Navigational Satellite systems) to aerial vehicles (piloted and unmanned), drones, mobile vehicles on land and terrestrial total stations. These capture data through optics, Laser technology (LIDAR), radio waves (RADAR) and thermal imaging. These images are processed using complex geospatial engineering techniques and powerful data processing software. These results are communicated to end users and design engineers through user-friendly web pages and integrated with other data and applications as required. Geospatial technologies thus enable the business to perform pre-bid surveys essential for bid making much faster and with a much higher degree of accuracy and thus can make engineering estimations more accurate. Materials tracking Solutions A number of generic and project-specific solutions have been deployed to track materials from issue to consumption for a variety of materials and also to establish traceability and for reconciliation of materials. These solutions use technology such as GPS, RFID, Barcode and QR codes, combined with mobility solutions and web portals. Analytics The Company has established a Big Data Analytics platform called ‘Alchemy’. The data from all the digital solutions deployed are pumped into this platform and a number of analytics operations are performed to gain insights on aggregated data and combinations of data from different systems across the value chain. Descriptive analytics is being performed and the company is also moving into predictive and prescriptive analytics. All these insights from running the algorithms and performing analytics are presented to the users in a rich visualisation platform as user-friendly dashboards, facilitating quick action for realising benefits. Digital Initiatives in Manufacturing: The focus of digitalisation in businesses like Heavy Engineering, Defence, Power, Hydrocarbon and Electrical & Automation has been on manufacturing. Industry 4.0 processes are adapted to increase automation in manufacturing and connected machines ensuring visibility across the manufacturing cycle. The large welding machines at the Company’s Hazira factory have not only been connected but also automated to ensure significantly 170 higher outputs and consistent quality. Advanced technologies like 3D scanning, laser marking and mapping are used to ensure accuracy in the manufacturing and fabrication processes. A number of industrial robots have also been installed at various factories to speed up the cycles and ensure precision at all times. The success of such an initiative is also determined by effective change management, which is addressed through the top management clearly articulating the necessity and importance of digitalisation and its benefits at every forum. Digital has been incorporated into the curriculum of all the important training programmes in the Company and sessions are being held regularly. Special newsletters on digital initiatives have been published and dissemination of information to all the staff is being done regularly through various employee engagement solutions. A Digital Council consisting Chief Digital Officers from all the businesses has been formed in order to share best practices, inspire each other and build synergies. CORPORAtE HR INItIAtIVES L&T is rapidly evolving. The Company’s current growth strategy is in line with the perspective plan to augment its presence in platforms and services to future-proof its portfolio. L&T ranked #22 on Forbes Global 2000 – Worlds Best Employers list. This was possible by developing and nurturing a powerful and preferred employer brand. Various HR initiatives have been curated and implemented with consistency to build this brand. HR practices at L&T are developed to address diverse needs of both millennials and veterans. Diversity has been a touchstone at L&T, keeping with the multicultural plurality of the nation. campuses in Mysuru and Madh. CTEA develops and conducts technical, functional and business-specific training programs. L&T is a pioneer in running Development Centres (DCs). Over 16,000 assessments have been conducted to identify and develop leadership behaviour at all levels. This is critical for succession planning. The DC process uses the expertise of high quality external assessors, with systematic interventions and a culture of constructive feedback. A robust 7-step leadership pipeline development model has been institutionalised at L&T for over a decade. Each step is curated and delivered by eminent faculty, suited to L&T’s dynamic business needs. The Company has partnered with world-renowned domestic and international B-schools such as INSEAD, Ross Business School, Harvard Business School, IIM Ahmedabad, etc. Each step is a learning journey coupled with high-impact action learning projects (ALP) undertaken by participants, which are periodically reviewed by eminent faculty as well as top management within L&T. This ensures direct application of learnings at workplace, thereby yielding a higher ROI and learning retention. The 7-step model has become a benchmark and earned L&T the prestigious Brij Mohan Munjal Award for Business Excellence through Learning & Development. L&T believes in nurturing a multi-generational workforce and grooming young talent. Through its efforts in sustaining a healthy association with top Engineering and MBA institutes, L&T today boasts of a demographic dividend with 65% employees under 35 years of age. Engagement studies have shown that L&T is a very safe place to work for women. Both employment and retention of women at L&T is rapidly increasing due to this confidence. L&T’s Leadership Development Academy (LDA) at Lonavala is a crucible for ideas and learning. It is a sought-after destination for all kinds of learning interventions, with its sprawling green campus and state-of-the-art facilities. Some specific domain-oriented programmes have also been developed, such as the L&T Build India Scholarship, through collaboration with top IITs and NITs, to impart niche domain skills relevant to L&T’s continued success. L&T has digitalised its learning delivery. An AI-driven digitalised platform, called ATLNext, caters to the myriad learning needs of a widely distributed and young on-the-go workforce. The Institute for Project Management (IPM) was set up by L&T at Vadodara and Chennai. This is a unique institution with its own Dean and Faculty. It has collaborations with leading universities for imparting project execution skills to L&T-ites. There is also an academy called Centre for Technology & Engineering Application (CTEA), with All the business entities at L&T have an Employee Assistance Program (EAP), in line with the Company’s caring culture. For instance, L&T has tied up with Tata Institute of Social Sciences (TISS), for an EAP titled iCALL, a mental health initiative. Also implemented in L&T are various multiple outreach programmes, involving skill development and upliftment schemes. As L&T takes strides towards the new world of digitalisation, services and platforms, the synchrony of head and heart in HR practices continues to reinforce confidence amongst its stakeholders for a bright future. 171 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 INFRASTRUCTURE BUSINESS Domestic Construction Sector The Infrastructure segment – especially the EPC sector – has witnessed a decent order inflow in the last four quarters, driven mainly by Government Capex. On the other side, private / corporate Capex has declined for 7 years in succession over FY12-FY18. The Power sector, especially, faces an over-supply situation, with corporates in the sector having created significant capacity over the past decade in transmission and distribution to drive investments. Given the favourable macro situation, the implementation rate of infra projects has improved considerably in FY 2018-19, also driven by general elections in Q1 of FY 2019-20. On the irrigation front, apart from Telangana, Andhra Pradesh, Karnataka, Gujarat, Haryana and Madhya Pradesh, Odisha has also significantly enhanced its irrigation investments. Urban Infrastructure, which is the key focus of the current Government, played a key role over the years and is likely to continue in future with implementation of Smart Cities, Water Infrastructure, Housing for All under Pradhan Mantri Awas Yojana. The Railways, always a key focus area, received a decent share of India’s overall Budget, and have been a Statue of Unity, Gujarat, built by L&T is the world’s tallest statue. consistent spender of almost its entire budget amount during the last few years. In the Roads sector, the EPC mode, which contributed 65–70% of the total cost of projects awarded by NHAI during the FY14–16 periods, has taken a backseat. Single-segment road players have seen a relatively lower inflow of ‘new’ orders – on the back of slowdown in order award activity by NHAI. NHAI has awarded only 550 km of projects in FY 18-19 as compared to 7400 km in the previous year – leading to muted inflows. Moreover, over the last two fiscals, the HAM Model has taken the sweet spot, with EPC projects forming just 30–35% of the cost of projects awarded. A comeback of the EPC mode in FY 2019-20 will be a game changer for the sector. Global Construction Sector The global construction sector has hit a peak in the construction cycle during the past 10 years (2008- 2018). 2019 is expected to be a turning point for the global construction industry, and the impact of cooling down is being felt gradually. The emerging markets dominated the overall global infra growth over the last few years, while the developed markets have not fully regained their pre-crisis volumes. Going ahead, slowing GDP growth and tighter financial and monetary conditions will drive the deceleration in certain infra verticals. 172 Bengaluru International Airport - One of 11 built by L&T The Middle East infra / construction market is undergoing an encouraging paradigm shift, with a steady recovery in certain regions. A moderate recovery in oil prices is expected to play a decisive role in boosting investments in both infrastructure and capital projects. In addition, massive projects in Social Infra, Smart Environment, Transportation Infra and Renewable Energy are expected to be game- changers which aren’t linked to the oil industry. BUILDINGS AND FACtORIES Dedicated engineering design centres, competency cells, advanced formwork systems, mechanized project execution, a wide network of consultants and vendors, digitised project control and a talented pool of employees helps sustain leadership position, retaining key customers, entering new geographies and securing major orders. Construction excellence, technology, experience and expertise gained over several decades gives the business a competitive advantage in the construction industry. Overview: L&T’s Buildings & Factories (B&F) business is an industry leader in Engineering, Procurement and Construction (EPC) of projects ranging from airports, hospitals, stadiums, retail spaces, educational institutions, IT parks, office buildings, data centres to elite residential buildings, high-rise structures, mass housing complexes, cement plants, industrial warehouses and other factory structures. The business has a track-record of building tall, large and complex structures across India and overseas. It also offers total solutions including in-house design expertise using advanced systems like BIM 3D, 4D and BIM 360 field, an efficient supply chain management and extraordinary project management expertise across all the business lines cited here. Business Environment The last few years have been extremely challenging for the construction industry, but improvement is evident. The difficulties in the implementation of RERA and GST have settled down. The country’s increasing impetus on developing infrastructure has attracted investment from major global players. Private-sector investments in airports have shown positive trends, and the business was awarded major airport projects during the year. The automobile industry is expected to register growth in the forthcoming quarters. The manufacturing segment too is on an upswing. Although IT majors are wary of expansion plans, there is some movement in the sector as a few of them are 173 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Govt Medical College Baripada, Odisha ICC Towers, Mumbai showing positive signs of developing a new IT campus in the upcoming year. The developer market for commercial spaces is picking up, particularly in metros and Tier -2 cities of India. The Government’s ambitious new health insurance scheme, Ayushman Bharat has got off to a good start. With the announcement of setting up new All India Institutes of Medical Science (AIIMS) in Tamil Nadu, Telangana and Gujarat, the overall business scenario seems positive for the segment. Bengaluru and Hyderabad. Orders were also secured for engineering, procurement and construction of one of the tallest office structures in Amravati, construction of Cancer hospitals at 18 locations in Assam, expansion of the IIT Campus at Hyderabad, a commercial complex from a major developer and construction of a botanical garden at Oman. Key projects commissioned by the business during the year include: • Statue of Unity, Gujarat (at 182 m high, the tallest statue in the world, completed in just 33 months) The huge inventory level of 6.6 lakh houses has drastically reduced investment in the elite housing sector. Affordable and mass housing has picked up, and more projects are expected in FY 2019-20, which will create good prospects for the business. Government orders have slowed down and will continue to remain so, with general elections in first quarter of FY 2019-20. • Kannur International Airport • ITC Kapurthala • AP Housing – West Godavari • Apollo OMR, Chennai • Duqm Airport, Oman • Sindhudurg Airport Major Achievements The year’s Order Book includes breakthrough orders for airports and hospitals from prestigious clients. Major orders were secured in the airports segment including the expansion of international airports: Delhi, 174 During the year the business won the following awards: 1. Received six British Sword of Honor awards and five-star certification from the British Safety Council, for third time in a row Motera Cricket Stadium, Gujarat, will be the world’s largest cricket stadium ITC Food Manufacturing and Logistics Facility, Kapurthala 2. Fourteen Projects won Gold Awards and one project won a Silver Award from The Royal Society For Prevention of Accidents ( RoSPA) 3. Eight projects won National Infrastructure & Construction Awards 2018 4. Four projects won CIDC Vishwakarma Awards 5. Four projects won ICI Awards 6. Won a Construction Week Award 2018, a MEED Quality Award for the Year 2018 in Oman and a MACE Global - Health, Safety & Well Being Award - 2018 for outstanding safety performance on site Significant Initiatives Apart from being the front-runner in adopting technology to improve productivity, the business has been using integrated digital tools like BIM, GIS, RFID, LIDAR and other technologies effectively in its project sites. Digitalisation Initiatives for digital stores have started to enable accurate analysis of stock at site. The business will continue to use collaborative digital tools to achieve cost optimization and construction excellence. It is a pioneer in using robotics in the construction space. At a few sites, robotic internal plastering and painting is being attempted; this is 30 times more efficient than manual application. The business is also a leader in productivity monitoring using RFID tags interlinked with biometrics. It has successfully employed visual analytics and AI in weighbridge solutions. Environment, Health and Safety Safety at work is of utmost importance to the business. It continuously strives for a safety culture by organizing various training and awareness programmes throughout the year. The business has been using virtual reality devices and training modules for safety training. Various initiatives have been taken up to digitally monitor, record and review all safety and quality related aspects at site. Human Resources The business strongly believes that people are the prime assets of the organization, and implements new initiatives to train and motivate them. A new initiative – Building the Future – was adopted during the year. Over 500 employees were offered the opportunity to come up with suggestions on select parameters – with the objective of getting fresh, out-of-the-box recommendations towards building the growth strategy. Shortlisted employees were then grouped into teams to present their ideas to the senior leadership team. The Front-Line Supervisor Programme (FLS) was conceptualized in October 2015 with the objective of 175 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Delhi Metro Phase 3 snakes its way across Delhi-Haryana Border ITC Green, Bnegaluru - one of the many leisure resorts being developed by L&T strengthening the bottom layer of the organization pyramid. Since inception, 521 FLSs (FY 2018-19: 244) have been inducted in 15 batches under various functions like Concrete, Shuttering & Reinforcement, Finishes, P&M and MEP. After the training, they undergo NSDCI (National Skill Development Corporation of India) Board assessment, and are deployed at project sites accordingly. Initiatives to strengthen the teams of sub-contract workmen have been taken. Periodic meetings were held to enable them understand benefits such as BOCW, PF, etc. Aadhar camps were held to facilitate registration / modification. Skill training was imparted through L&T’s in-house Construction Skills Training Institute. Risk and Concerns The liquidity crunch has been prevailing in the real estate market for over a year, and many owners / developers are financially stressed. The Regulatory compliance by developers to arrange loans for projects is becoming stringent and therefore there has been a delay in financial closures / tie-ups by developers. To avoid any liquidity risk, robust screening of customer profiles and their liquidity position is undertaken before bidding for any construction contract as well as during execution. Outlook • The Government’s continued focus on affordable housing and infrastructure development is expected to drive growth. The Government has provided ’infrastructure status’ to affordable housing. The relaxation in GST will help the sector to steadily improve in FY 2019-20. • Airport traffic growth in the country will necessitate airport expansion within the country. The Government’s plan of privatizing 6 major airports is in progress. • The Healthcare sector has been accorded ‘infrastructure status’. The Government is going to increase public health spending to 2.5% of GDP by 2025. • The High-speed Railway projects – modernization of railway stations, the Ahmedabad – Mumbai High-speed rail and depots are expected to gain momentum in FY 2019-20. Government investment in educational institutions like IITs in various parts of India is likely to increase the prospect base. • With ‘Make in India’ gaining pace, the automobile, pharma and electronics industries are coming up with expansion plans. On international front, there are promising opportunities in Sri Lanka, Bangladesh, the GCC and Africa. The GCC countries are continuing to invest in infrastructure. Saudi Arabia’s development plan worth USD 53 bn (SAR200 bn), which is in line with the goals of Vision 2030, gives an optimistic outlook for business in this region. The business has been proving its mettle repeatedly, and it is set to execute challenging projects in hand within 176 Prestige Lakeside Habitat, Bengaluru Garden Reach Flyover, Kolkata prescribed timelines. With a positive market scenario, a healthy order book, amicable customer relationship, a highly talented employee pool and strong focus on making project sites highly digitised and automated, the business will continue to retain its position as market leader in the industry. Overall, the environment is promising – yet challenging due to increased competition, long duration for procedural matters, slow fund allocation in government funded jobs and liquidity crunch and time taken to obtain statutory approvals in private jobs. The business leverages its vast experience in project management, engineering design and construction management to achieve operational efficiency. It has engineering design centres in Mumbai, Faridabad and Chennai. It also has Offshore Engineering Centres in Mumbai, besides area offices in India and the GCC countries. In addition, it has a Competency Development Center at Kancheepuram and a Workmen Training Centre at L&T’s Construction Skill Training Institute (CSTI), Ahmedabad. TRANSPORTATION INFRASTRUCTURE Overview: L&T’s Transportation Infrastructure business is well-diversified in terms of its product range and geography of operations. The business offers services in the areas of roads, runways (airside infrastructure) and elevated corridors (RREC), railways (mainline and mass transit systems). It has presence across India, East Africa, Bangladesh and various GCC countries. Business Environment Over the last 5 years, the budgetary support for road construction has seen a steady increase and the quantum of projects being awarded increased accordingly. Construction of highways continued at the rate of 27 km per day in FY 2018-19, maintaining the steady flow of construction from FY 2017-18. In FY 2018-19, 24,452 km roads wer awarded and 9829 km of roads were constructed. The Government enhanced its focus on awarding projects in the Hybrid Annuity Mode. In FY 2017-18 NHAI took the decision to have mix of BOT / EPC / HAM projects in the ratio of 10:30. In FY 2018-19, the Government has been focused on awarding more projects in the EPC / HAM model in 50:50 ratio. 177 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2018-19 Railway electrification by L&T on Eastern Dedicated Freight Corridor Rigid Overhead Contact System in Phase 3 Tunnel, Delhi Metro The National Highway Network is to be expanded from 96,000 km to 200,000 km over the 5-year period from 2017 to 2022. The Government is also focused on developing a strong express highway network. Bharatmala Pariyojana Phase 1 has been launched in 2017 with some portion awarded. The year saw a significant number of smaller competitors emerging in the market, consequently intensifying the competition. In FY 2018-19, major metropolitan airports began to undergo capacity enhancement. In addition, the Government continued to develop new airports by sanctioning the development of a new greenfield airport in Hirasar, Gujarat. The Prime Minister of India launched the construction of Navi Mumbai airport, and the bidding process is underway. Track renewal touched a record high of ~ 5,000 km for the year 2018-19. Railway electrification of ~ 5200 km (against the annual target of 6,000 km in 2018-19) was higher than last year’s 4100 km. Tendering commenced in MHSRCL for Mumbai Ahmedabad High Speed Rail project. A bid has been invited for one of the largest civil packages – a 237 km viaduct on the Maharashtra-Gujarat border to Vadodara. The Metro Policy has been changed and it is now mandatory to adopt the Public-Private Partnership (PPP) mode to avail central assistance for new projects. Projects are being implemented on an EPC basis – a paradigm shift from the conventional BOQ methods. It is envisaged to electrify the entire railway network by the year 2022. New projects, including port connectivity, dedicated rail links etc, are being implemented through SPVs owned by a State-Centre JV. Tendering for three new dedicated freight corridors is to be initiated in next 2-3 years. Major Achievements L&T’s transportation business won the largest value single domestic order for the expansion of Delhi International Airport. The business expanded its customer base during the year, securing various orders for construction of highways as well as city infrastructure development projects. Major orders received during the year include: • 8-Lane Mumbai – Nagpur Expressway (57.9 km), Maharashtra • Construction of utilities and roads for Amaravati Government Complex and Zone 12 A projects • A Design & Build Systems Package for a Mass Transit System in Dhaka • Overhead electrification and signaling & telecommunication package in the Eastern Dedicated Freight Corridor 178 Table top runway for Kannur International Airport Dhaka Metro, Bangladesh L&T’s Roads business was successful in executing various projects, viz. the 99 km Manwath-Bheed Road project, the 2-lane highway in Maharashtra, and the flyover from Jinjira Bazaar to Batanagar in West Bengal. Commercial operations commenced at Kannur International Airport in Kerala and Sindhudurg Airport in Maharashtra. initiatives which are specific to linear projects. Prominent among them is the ’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 gate alerts to both driver and LC gate operator. During the year, L&T’s Railways business successfully executed various projects, viz. Hospet – Harlapur Railway Construction, Rewari – Manheru Composite Project, Singapur – Titlagarh Railway Electrification, Lucknow – Sitapur Gauge Conversion project. It also commissioned the Delhi Sarai Rohilla – Rewari section. L&T’s Mass Transit System business was successful in executing various projects, viz. the Delhi Metro U/G Electrification Package CE 08 (50 TKM), the Delhi Metro Track Package CT 11 (43 TKM) and the Lucknow Metro Electrification Package LKE 1 & 2 (51 TKM). In the Dedicated Freight Corridor CTP 1 & 2 project, the business completed the trial run of a full-length goods train on the 664 TKM Rewari – Madar section. Significant Initiatives Extensive use of Project Management tools, such as TILOS, has resulted in efficient planning of complex mega projects and effective utilisation of P&M. L&T’s Railways business is at the forefront of the implementation of innovative digital The business has initiated cost-reduction measures by reducing external hiring of equipment through optimum resource utilization across sites. It has also optimized bulk material usage by focusing on wastage control and process optimization for bulk material reconciliation. Digitalisation Digitalisation has become an integral part of business processes. It has opened up new-age capabilities to measure, analyze and improve on business performance, and even necessitated new sets of operational indicators like actual productive hours (or vice versa) and operations for key productive equipment. Initiatives include: • Solutions for project monitoring through Procube (Mobile and Web combined application) • Access of geospatial solutions through user-friendly portals for mapping topography, road layouts, project ROW, land status, obstruction management and linear progress monitoring which are helping project teams to 179 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Mafraq-Ghweifat Highway, Abu Dhabi Sambalpur Rourkela Road Project plan and execute better with a higher degree of project progress visualization occupational hazards and led to improved quality and adherence to safe practices. • 3D Machine Control System deployed on motor graders for automated control of its complex operation, doubling productivity and lowering manpower. • New-age digital solutions such as QT and the AI Chat Bot on Highway Engineering guidelines on Quality specifications Environment, Health and Safety During the year, the business won four International Safety awards, i.e. 2 Gold Awards and 1 Silver Award from RoSPA (Royal Society for the Prevention of Accidents) and a Pass certificate from British Safety Council (BSC). It also won four prestigious safety awards from National Safety Council (NSC). The OPGC - MGR Railway Corridor project won the prestigious ‘Shreshtha Suraksha Puraskar’ (Silver Trophy) in the Construction sector for the year 2018, which is the second highest honour instituted by the NSC. Despite all the accolades, the business continues to face challenges in creating a high level of safety awareness across linear projects spanning hundreds of kilometres. To combat the challenges, SPARSH, the Augmented Reality (AR) Application on Golden Rules of Safety and Virtual Reality (VR) training modules, have been implemented. This has increased awareness on quality as well as on With its overarching safety framework, the business continues to progressively better the safety quotient of the projects it undertakes. Human Resources The business focussed on strengthening the base of the Organizational Pyramid and thus increased its intake of trainees and Front-Line Supervisors. Emphasis is laid on in-house training, with over 100 in-house trainers. They constantly update their technical knowledge by attending seminars and conferences and also their teaching skills by attending the ‘Train the Trainer’ programmes that are organised regularly. A Chat Bot – QT has also been introduced to address queries that the employees may have regarding MoRTH specifications and IRC codes. Risks and Concerns The business spans multiple projects simultaneously, many of which are mega jobs. Infrastructure projects in general are dependent on numerous approvals and clearance, from authorities like the Government and local regulatory bodies. This includes land acquisitions, change orders, extension of time and schedule revisions. 180 First-in-India: Mechanized simultaneous stringing of conductors at Western Dedicated Freight Corridor Solapur-Sangareddy Road Project Delays in these clearances from the authorities result in additional cost to the business. Matters relating to change in legislation, approval of estimates for pre-construction activities and delay in detailed engineering lock up the resources of the business. Outlook The Government is aiming to spend close to R 7 lakh crore over the next five years to develop 83,677 km of roads, including the Bharat Mala Pariyojana worth R 5.4 lakh crore as the road sector is opening up. The Government aims to step up to its ambitious target of building 45 km of roads per day in FY 2020. The Department of Civil Aviation (DCA) envisages that 100 new airports will be built in the country over the next 10 to 15 years. The DCA is also working on the cargo policy, which will provide a boost to the nation’s logistics capacity. The development of various industrial development corridors identified across the country and the nodes that have been identified in these corridors have led to announcement of various city infrastructure development projects. Of the various corridors under development, the East Coast economic corridor has seen the Amaravati node under rapid development – with L&T currently executing 6 projects and more phases expected. The Delhi – Mumbai Industrial Corridor is at an advanced stage, with multiple projects already awarded and with plenty more in the pipeline. Several other industrial corridors such as the Amritsar – Delhi – Kolkata Industrial Corridor and the Chennai – Bangalore Industrial Corridor are in the Detailed Project Report (DPR) stages. The Indian Railways is planning its highest outlay of R 1.58 lakh crore for FY 2019-20 – an increase of over 8% of last year outlay of R 1.46 lakh crore. After the Dedicated Freight Corridor projects, the High Speed Rail Project is the next big ticket opportunity, the business is positively looking at the start of 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, the L&T accessible value stands at R 59,000 crore, comprising packages for viaducts, undersea tunnels, stations, maintenance depots, track, electrification and signaling. L&T’s Railways business will focus on track, electrification and signaling and telecommunication. It is expected that all tenders for the MAHSR will be awarded in FY 2019-20. Apart from MAHSR, the conventional projects of the Indian Railways continue to get a big thrust, backed by strong institutional funding like LIC. The Indian Railways is planning to tackle mainline capacity constraints through capacity augmentation (doubling and tripling) of ~5,000 km in next three years, out of which ~2000 km is likely to be awarded under the EPC concept. Around 13,500 181 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 One of India’s longest cable-stayed bridges across River Mandovi, Goa km of electrification is expected to be awarded under the banner of ‘Mission Electrification’ over next three years. The business looks forward to achieving success in the majority of these opportunities. It intends to participate in the major portion of these projects through EPC tendering. multilateral agencies in select countries of South Asia (Sri Lanka and Bangladesh), Africa and the Middle East. All these projects provide good opportunities to the business. India is well on its way to creating a world-class MRT system as an integral part of community infrastructure development across all metro and major Tier 1 and Tier 2 cities. The upcoming RRTS (Regional Rapid Transit System) in NCR region provides significant opportunities in system works. NCRTC is implementing RRTS in three elevated corridors on priority basis: • Delhi – Ghaziabad – Meerut corridor of 90 km • Delhi – Gurgaon – Rewari – Alwar corridor of 180 km • Delhi – Sonpat – Panipat corridor of 111 km As part of increasing the speed and safety of conventional high-density mixed corridors, there is a significant thrust towards European Train Control Systems – Level 2. In the first phase, the Indian Railways is installing ETCS level 2 on trial basis. This covers 4 sections of 640 RKM. A provision of R 77,192 crore has been made in FY 2018-19. The Railways business is exploring opportunities in main line railway funded by the Indian line of credit and 182 HEAVY CIVIL INFRAStRUCtURE Overview: L&T’s Heavy Civil Infrastructure business is foremost among its peers for its pioneering achievements in the design, engineering and construction of projects in the areas of metros, nuclear, special bridges, hydel, ports, tunnels and defence. The business has a strong presence in India, the Middle East, Bhutan and Bangladesh. The goal of the business is to leverage its vast experience in project management, engineering design and construction management to become a one-stop total infrastructure solutions provider to both its domestic and international customers. Dedicated engineering design centres, competency cells, advanced skill-training centres, a wide network of consultants and vendors, digitised 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. Kakrapar Atomic Power Plant, Gujarat, under construction Medigadda Barrage Project, Telanaga - a part of the world’s largest multi-stage lift irrigation project The business is both a pioneer and the current leader in the domestic metro segment. It provides extensive end-to-end engineering and construction services for both elevated and underground metro systems. The metro vertical has expertise in several major areas – elevated viaduct construction using segmental, u-trough, i-girder methods and balanced cantilever construction, underground tunnel construction using the new Austrian tunneling method, cut-and-cover and TBM (tunnel boring machine) methods, underground station construction using top-down and bottom-up approaches and elevated metro stations with expertise in the spine beam concept (lean). In the nuclear sector, the business has been a forerunner by contributing to the majority of India’s nuclear power plants. The business provides EPC solutions in civil, mechanical, electrical and instrumentation, design capacity for end-to-end civil works including seismic qualification, procurement and construction services and modular construction technology. Its expertise extends to both pressurized heavy water reactor (PHWR) and light water reactor (LWR) technologies. The business has significantly contributed to the development of ports by designing and executing berthing structures including liquid jetties, container terminals, multipurpose berths and ferry terminals. L&T’s hydel business has expertise in areas like 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), open and underground de-silting chambers, large underground powerhouses and surface powerhouses, pressure shafts, drop shafts and surge shafts / surge chambers, hydro- mechanical components such as gates, penstocks, etc., including erection of electro-mechanical equipment and specialised underground structures. In the area of special bridges, L&T has capabilities in bridge building cover design. It has extensive experience in executing a wide range of bridges of different span lengths using ingenious cutting edge construction techniques, viz. incremental launching, segmental construction, cable stay, precast, pre-stressed concrete, steel and concrete composite construction. In the area of defence infrastructure, L&T offers single-point EPC solutions, from concept to commissioning, in the form of infrastructure facilities for defence bases, underground facilities, surveillance, etc. L&T Geostructure LLP (LTGS) has expertise in deep piling and diaphragm walls, multi-cellular intake 183 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Cable-stayed bridge across Durgam Cheruvu Lake, Telangana Cut-off-wall, Polavaram Dam, Andhra Pradesh wells for river-linking, marine terminals with berths and jetties and deep cut-off walls. These activities are facilitated by specialist staff and state-of-the-art equipment. Business Environment Infrastructure development is imperative for the economic development of a nation. The Government has identified infrastructure development as the key to India’s growth and has initiated necessary steps to improve road, rail, ports, airports and strategic infrastructure to promote India’s industrial output, while simultaneously tackling bottlenecks to boost GDP growth. Metros The business has emerged as the prominent builder of metro systems in the country, having constructed 150 km of viaducts, 48 km of twin tunnels and 87 stations. L&T is also executing packages in Riyadh and Qatar metro, which are testaments to our technical prowess. The vision of the Union Government is to implement metro rails across 50 Indian cities, with a network of more than 700 km within the next few years. More than 600 km of metro rail projects are under implementation in various cities in India. Robust growth continues to be expected in this sector in the coming years, with more than 1000 km of upcoming projects. Defence The Indian defence sector is of high strategic importance to the country. The Ministry of Defence has identified an urgent need to upgrade the country’s defence infrastructure. The defence procurement procedure emphasises the utilisation of immense potential to leverage the manpower and engineering capability within the country to attain self-reliance in the defence sector. The concept of ‘Make in India’- remains the focal point of the defence acquisition policy / procedure. Large-scale development of underground infrastructure for strategic assets is set to be undertaken by the DRDO, with an overall outlay in excess of R 20,000 crore. Projects likely to be awarded include hardened shelters, hangars and IAF runways. Nuclear Power India’s total nuclear power generation capacity is 6219 mwe, which comprises 3 percent of the country’s overall power generation. Its energy policy calls for 25 percent of electricity to be generated from nuclear power by 2050. In the domestic arena, the business is expecting the Government to move forward with a proposal for 10 PHWR fleet reactors. 184 Riyadh Metro - L&T is building metro networks in India and select geographies In May 2017, the cabinet approved a fleet of ten 700 mwe PHWRs at Hissar (Haryana), Kaiga (Karnataka), Chutka (Madhya Pradesh) and Mahi Banswara (Rajasthan), as a ‘fully home-grown initiative’ for about R 700 billion (USD 10 billion). Special Bridges India is witnessing significant interest from international funding agencies like JICA, the World Bank, ADB and BRICS in the infrastructure segment, specifically in mega bridge construction projects. Key investments in bridge infrastructure include: • JICA funding for Dhubri Phulbari bridge in Assam • JICA funding for high speed rail • BRICS funding for Pan Bazaar bridge in Guwahati, Assam • World Bank funding for Sharda river bridge project in U.P. The Government has approved new DFCC packages such as the east-west corridor between Kolkata and Mumbai, the north-south corridor between Delhi and Chennai and east coast corridor between Kharagpur and Vijayawada. These projects are expected to bring in new business in the coming years. Hydel and tunnels India ranks 5th globally in terms of exploitable hydro- potential. As per the assessment made by CEA, India has economically exploitable hydropower potential to the tune of 148,700 MW of installed capacity, whereas only 48,974 MW (33%) has been commissioned to date. In addition, 56 pumped storage projects have also been identified with a probable installed capacity of 94,000 MW. In totality, India is endowed with hydro-potential of about 2,50,000 MW. The domestic hydel sector is gathering pace this year, with the Government clearing a few hydel projects. Jammu & Kashmir has predominantly become the focus of the domestic hydel scene. Orders likely to be awarded in the upcoming years include the 1856 MW Sawalkote HEP, the Kalpasar Project – Bhadbhoot Barrage, the Lakhwar HEP, the Par-Tapi-Narmada Link Project, the Damanganga Pinjal Link Project, the 1000 MW Tunga PSP and the 850 MW Ratle HEP. Ports and Harbours To continue its support to the port sector, the Government has announced a 10-year tax holiday to enterprises that develop, maintain and operate ports, inland waterways and inland ports. Plans to develop 10 coastal economic regions as part of the vision to revive the country’s Sagarmala 185 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Mumbai Trans Harbour Link (string of ports) project is also on. Private investment in the port sector has picked up pace recently. Marine infrastructure projects involving dry-docks, marine intake structures and defence naval base projects are expected to kick start in FY2019-20. Major Achievements Orders Won • Mumbai coastal road project Other Key Achievements • 16,722 cu.m of cement was poured on a single day December 22,2018 at the Meddigadda Barrage project in Telangana • 10-metre formwork was designed and implemented at the Meddigadda Barrage project • Reverse circulation drilling rig deployed for the first time in India in Mumbai Trans Harbour Link Project • Construction of Thane creek bridge connecting Mumbai to Navi Mumbai • Underground metro packages in phase 2 of Bengaluru • Balanced Cantilever bridge over river Gomathi constructed in a record time of 8 months for Lucknow metro project despite adverse geographical conditions using in-house-designed form travelers metro Projects Completed • Delhi Metro packages CC77 (Escorts Mujesar – Ballabhgarh Section of Violet Line) and CC27 (Hauz Khas - Vasant Vihar Section of Magenta Line) of DMRC • Lucknow Metro Elevated Package LKCC07 (Kd Singh Babu - Munshipulia Section of North-South Line) • Chennai Metro Underground Stations CMRL UG 02 (LIC, Thousand Lights and Government Estate Stations) and UG 03 (Nandanam, Agdms, Saidapet And Teynampet Stations) • Mandovi Cable-Stayed Bridge in Panjim, Goa • Mumbai Metro project achieved the first breakthrough in tunneling September24, 2018 in metro line 3 Digitalisation The business has implemented several digital initiatives to enhance productivity and operational efficiency. These include extensive use of BIM (building information modelling) across the whole life cycle of projects, project management tools, augmented / virtual reality- based training modules and geospatial drones. Digital initiatives implemented include concrete management system, boulder / aggregate management system, bid preparatory system, digital monitoring of 186 Station Building, Doha Metro A rail bridge on the Western Dedicated Freight Corridor section being built by L&T workmen and plant and machinery, and digitised EHS audit reports. Environment, Health and Safety To promote a healthy work environment among its employees, the business has updated and implemented EHS procedures, training and also the use of EHS leadership skills. These initiatives support the journey to achieve its vision of ‘Zero Harm’. The business has launched the corporate EHS strategic plan 2018-19 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 FY 2018-19: • Successful completion of the IMS transition audit from OHSAS 18001:2007 to ISO 45001:2018 (new standard) and recertification for ISO 14001:2015 • Launching various apps in order to move towards the digitalisation of EHS and centralised control of EHS related standardisation in all projects • Implementing key EHS training initiatives including Scaffold Inspector Competence Training for key EHS and formwork staff, IOSH Managing Safely Certification, NEBOSH Certification Courses, EHS Lead Auditor Training, ISQEM Approved Marine Safety Training and online EHS Certification Courses for all employees. In recognition of the impact of the EHS initiatives of the business, it has won various awards at different levels and categories from national and internationally renowned organizations, including NSC India, BSC, OSHAI and various client awards. Human Resources In line with L&T’s philosophy and strategic focus on human resource (HR) development, the business has been placing much emphasis on people development, engagement and building leadership for the future. The business has been continuously focusing on the attraction, retention and engagement of talent, the prime mover of success for the business. This helps to meet the evolving complexities and challenges for pioneering infrastructure megaprojects and their successful execution and achievement of Lakshya 2021 objectives. Talent is nurtured across the business and with a focus on growing leaders through various initiatives. The business endeavours to create a learning environment that provides growth opportunities to all employees across projects through a Talent Engagement and Development Centre (TEDC) which was declared national winner in 2018 National Human Resources Development Network (NHRDN)’s ‘best of breed’ HR competition. The talent development team conducts various competency-based training and development programmes, such as drive for results, communication and presentation skills and team development. 187 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Lucknow Metro - one of the fastest completed metro projects in India To foster the development of a skilled workforce for the increasing quantum of underground metro work, the Tunneling Excellence Academy at Kancheepuram (near Chennai) has been inaugurated. This unique academy is dedicated to imparting skills and developing know- how across a broad spectrum of tunneling activities. Additionally, the business has also launched strong diagnostic-based organisational development interventions for various project sites in order to bring about strategic alignment and team cohesion. These interventions cover the entire staff at the site and draw keen involvement from the senior project leadership team. The business also conducts various employee engagement programs, communications sessions and town-hall meetings across office clusters and project sites. Risks and Concerns Key to the success of the business is its emphasis on excellence and efficiency in operation management with a strict focus on principles of good governance. Major risks for the business are delay in obtaining right of way (ROW), work front approvals / clearances and design approvals. Risk management involves methodical identification of the risks surrounding the activities of the business, while reviewing and identifying the events and the probability of their occurrence, in tandem with creating and systematizing the tools required to tackle them. It requires supervising the risk management approach, effectiveness and control. The 188 business promotes and monitors internal risk management practices in each of its business segments through board- work. The risk team ensures appropriate systems of risk management and internal control. Outlook The Indian construction sector has witnessed healthy order inflows over the past few years, supported by the increased pace of infrastructure project awards – particularly from the transportation and urban infrastructure segment. Multiple reform measures in the infrastructure sector have also supported improvement in the pace of project execution. In the metro segment, new development phase projects coming up in Tier 1 and 2 cities, coupled with decongestion projects like Regional Rapid Transit System (RRTS), looks promising. Metro project packages that are expected in FY 2019-20 are Delhi metro phase 4, Chennai metro phase 2, Kanpur metro, Mumbai metro, Agra metro and Meerut metro among others. The Mumbai-Ahmedabad High Speed Rail Project is expected to begin shortly. It consists of various packages and notice inviting tender for package C2 underground tunneling and stations and C4 package – viaduct and station got released recently. Feasibility studies for other High Speed Rail (HSR) routes are also going on. 55 MWp Solar Tracker Plant at Theni, Tamil Nadu River-linking projects provide major business opportunities in the coming years. The business sees future opportunities in ports. The ‘Sagarmala Project’ initiative focuses on the upgradation and development of new ports as a promising prospect for the future. Opportunities are expected for marine infrastructure projects involving dry-docks and marine intake structures. New opportunities are emerging for road and railway tunnel projects in Maharashtra and the northern Himalayan States of Jammu & Kashmir and Uttaranchal. The continuous thrust of the Government on increasing nuclear power capacity of the country provides various business opportunities in the nuclear business. The business is expecting the Government to move forward with a proposal for 10 PHWR fleet reactors. POWER tRANSMISSION & DIStRIBUtION Overview: L&T’s Power Transmission and Distribution business vertical is a leading EPC player in the field of power transmission & 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 including floating and linear solar, battery energy storage systems and mini / micro grid projects. Besides being a dominant player in the Indian subcontinent, the business enjoys a significant share and a strong reputation in the Middle East, Africa and ASEAN markets. L&T’s Substation Business Unit focuses on providing turnkey solutions for Extra High Voltage (EHV) air insulated / gas insulated substations for utilities and power plants, EHV cable systems and complete electrical and instrumentation solutions for various infrastructure projects, such as metros, airports, etc. L&T’s Power Distribution Business Unit provides a range 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. In addition, the business executes aerial / underground communication backbone networks, typically spread across a vast geography. 189 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 765 kV Gas Insulated Substation, Hyderabad 220 kV Alusteng-Drass Transmission Line, Jammu L&T’s Transmission Line business offers turnkey EPC solutions for 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 sixteen lakh tones of tower components, over the years. The Testing and Research station at Kancheepuram is accredited by NABL (National Accreditation Board for Testing and Calibration Laboratories) and is one of the largest in Asia, apart from being amongst the most renowned testing centres in the world. L&T’s Solar business provides single-point EPC turnkey solutions 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 to produce different module-mounting structure types – such as Fixed Tilt, Seasonal Tilt and HSAT – offering the customer a range of 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, ranging from rooftop systems to floating solar systems. The international units of the business in the Middle East, Africa and the ASEAN region offer complete solutions in the field of power transmission and distribution. These include substations, power transmission lines, EHV cabling, distribution networks, solar plants and Electrical, Instrumentation and Controls (EI&C) works 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 African unit is currently focused on the northern and eastern regions, having established a presence in Algeria, Morocco, Egypt, Kenya, Ethiopia, Malawi, Botswana and Tanzania. L&T is executing projects in the ASEAN countries of Malaysia and Thailand, while seriously pursuing opportunities in the other countries of the region, including Myanmar and the Philippines. Larsen & Toubro Saudi Arabia LLC (LTSA) is a wholly-owned subsidiary providing engineering, construction and contracting services in the sphere of T&D in the Kingdom of Saudi Arabia. Business Environment With the continued thrust on achieving electrification of 100% households through a slew of Government 190 Bringing light to 30,000+ villages across India 380 kV Switching Station, Saudi Arabia schemes including ‘Saubhagya’, the distribution sector in India remained upbeat in FY 2018-19 as well. Ahead of the Assembly elections, electrification of more than 7 lakh households was completed on a war footing in UP, Bihar and Jharkhand. In the domestic T&D space, investments were driven by State utilities, albeit through centrally sponsored schemes or multilateral funding. With the general lack of investment in conventional power generation and industry segments, the centrally-driven transmission schemes were less than the prevailing levels. States like Bihar, Jharkhand, Madhya Pradesh, West Bengal, Telangana and Andhra Pradesh have strengthened their intra-state transmission line networks and associated substations. Converting HT and LT distribution lines into underground cables in cities and towns to improve the reliability of the network, especially in cyclone-prone coastal areas and industrial townships, provided ample opportunities to the business. Orders were awarded for strengthening distribution systems and feeder separation works under schemes like the Integrated Power Development Scheme. Creating optical fiber networks for broadband connectivity of Gram Panchayats opened up interesting opportunities in the states of Telangana and Andhra Pradesh. Rapid urbanization has led to investments in the expansion of metro projects across Tier 1 and Tier 2 cities. To ensure reliable power supply for sprawling urban agglomerations, substation networks are being strengthened along with associated transmission lines. One such example is the 400 kV ring around Amaravati – the new capital city of Andhra Pradesh. Despite the fact that the solar industry faced lower capacity addition in FY 2018-19 compared to the previous year in the face of safeguard duties and GST ambiguities, L&T’s solar business portfolio surpassed a cumulative capacity of 2 GW. Several state governments have taken up rural electrification through solar rooftop systems. Such systems are also being installed on Government buildings, such as under West Bengal’s ‘Alo Shree’ scheme. The ‘Kusum’ scheme provides impetus to solar-powered irrigation systems. Construction opportunities in the neighbouring SAARC countries witnessed significant momentum. In the Middle East, though the macro-economic scenario was mixed in FY 2018-19, witnessing capex cuts and intensifying competition, L&T garnered a major portion of the opportunities that arose. Coupled with the re-entry into the 132 kV cable segment, this augurs well for the business in a country where there are significant opportunities. In Kuwait, significant investments, such as township development, are witnessed. In Africa, the business has made an entry into Tanzania through a substation and 191 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 132/33/11kV Substation, Umm Al Quawain, UAE transmission line of 220 kV, which augurs well for the strengthening of L&T’s position in Upper East Africa. Consolidating the breakthroughs achieved in countries forayed into, exploring renewable energy opportunities and opening up of select West African countries will hold the key to success in the coming year. With on-schedule completion of the projects in Malaysia and Thailand, the business has demonstrated its capabilities and has won recognition in the ASEAN market. Major Achievements Projects Completed and Commissioned • Several key 400 kV and 765 kV substation projects including those at Tughlakabad, Tumkur, Baripada and Gwalior • 28 substations and over 1400 km of overhead and underground transmission corridors in the Middle East Orders Won • Power Supply System – involving receiving substations and the EHV cable feeders from grid substations – for Bengaluru, Mumbai and Dhaka Metro projects • 765 kV and 400 kV transmission lines from a reputed TBCB player • Electrical Main Plant package for Kudankulam Nuclear Power Project expansion • Construction of over 500 MW capacity of grid-connected solar PV plants across India • Various solar PV EPC orders • Transmission corridors exceeding 3000 km • The first-of-its-kind solar PV + 8MWhr storage project • 220 kV Drass transmission line in Jammu & Kashmir • 765 kV Jharsguda-Angul transmission line for PGCIL, • 220 kV Transmission System in Africa, marking entry into both substation and transmission line sectors in the African market • 400 kV Khandwa-Pithampur-Bhatnawar corridor in • Many orders for developing 132 kV substations and 132 Madhya Pradesh kV cable sections in UAE • 400 kV Yermarus- Bellary transmission line in Karnataka • A major part of a large-scale BESS project in Andaman • A major power system revamp order of more than USD 100 million from an oil & gas customer in Algeria Islands 192 400 kV Ibri-Izki Transmission Line, Oman 250 MW Solar PV Plant at Rewa, Madhya Pradesh The business earned many awards and much recognition during the year for multiple initiatives. These include: • ASSE GCC HSE Excellence awards for several projects in Middle East • ‘Best Performing Power T&D Organization’ award from Central Board of Irrigation & Power • Award for Outstanding Contribution to 100% Electrification of Bihar • Excellence awards from Power Grid for Transmission Line and Substation construction under various categories • Solar technovation awards under three categories from Solar Quarter. • Best Solar EPC Company and Best Microgrid Company awards from EQ International • Recognition by Navigant Research as one among the top ten global players in microgrid • Taqdeer award from Government of Dubai for excellence in labour welfare practices • MEED Quality awards for substation projects in Kuwait and Saudi Arabia • EIA Compliance Award for Marudi substation project from Sarawak Energy Berhad, Malaysia Significant Initiatives The business has augmented its capabilities for building digital substations, linear solar plants and certain packaged solutions for solar applications. The tower-component manufacturing capacity has been augmented to cater to the demand of adjacent segments and more countries. Several operational excellence initiatives in the areas of on-time delivery, profitability enhancement, working capital management and risk management are being pursued. A unique set-up for integrated, real-time scheduling and monitoring of projects to aid the site team for improved project delivery has been operationalised. Digitalisation With a major thrust on Digitalisation as a key enabler, the initiatives rolled out across the business lines in recent years have started to bear fruit. These initiatives include efficiency improvement and next level of automation in factories, 3D/4D BIM, deployment of drones and mobility devices for project progress monitoring, connecting plant and machinery for asset monitoring, using geospatial technologies for surveys, integrated material management, quality incident reporting, etc. 193 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 275/132/33kV Gas Insulated Substation, Samalaju, Malaysia State of the art Tower Manufacuring Facility, Puducherry Environment, Health and Safety EHS practices in business are aligned with a corporate EHS policy that is strictly followed along with clear policies laid out at the business level as well. An external IMS audit by BVQI was completed and certification obtained. The EHS policy is supported by standard operating procedures (SOPs) at the business-unit level and the aim of ‘Zero Harm’ is cascaded down to the project level through various digital and technical initiatives as follows: • Virtual Reality initiatives: u Implemented Virtual Reality 9 modules in 9 languages for Transmission Line (TL) and Sub Station (SS) Business Units for workmen. u 4 HTC Vive Virtual Reality Interactive training modules were developed in English and Hindi for frontline supervisors and staff at sites. • EHS Mobile application: 10 modules were developed, including an EHS Observation Log to identify unsafe acts and condition and action taken. • Various awards were received from and recognition accorded by international and national organizations like FICCI, RoSPA, BSC and NSC. Appreciation certificates were received from clients for implementing EHS management systems and achieving millions of safe man-hours. Human Resources Committed to the development of its people, the business endeavours to create an ecosystem that addresses performance and contributes to its success. Employees are given opportunities to develop their skills and capabilities through on-the-job experience. These are supplemented by robust classroom programmes. The L&T Institute of Project Management and the Indian Institute of Technology, Madras have partnered to create bespoke programmes in Project Execution, Projects Management and Engineering & Design Management. These programmes implement the development plan through peer interaction, experiential learning, case studies and simulation and faculty intervention. 240 young managers underwent training in the IPM/IIT programme during the year. • EHS Training & Awareness programme: A workshop was conducted for key project managers on effective implementation of EHS Management System process, Safety Challenges faced at site while implementing the EHS Management system and Learning and Knowledge on best practices followed. In keeping with the increasing presence in international markets, the business is building a cadre of young professionals drawn from various nationalities. The Graduate Engineer Trainee scheme was extended to Saudi Arabia, Kenya and Botswana and 30 trainees joined this year. This initiative will be strengthened by inducting 194 Large scale solar cum storage project in Andaman 400/132kV Substation, Nkhoma, Malawi trainees from Egypt, Algeria, Thailand and Tanzania in the coming year. Risks and Concerns The diversification attempts by CPSUs like Power Grid and NTPC, logistical and design aspects, the general elections in Q1 of FY 2019-20, the financial health of state utilities and fund availability will remain key determinants for the business. In the Middle East, input costs are bound to increase with the introduction of VAT and removal of subsidies on fuel, power and water. Prioritization of spending / budgetary allocation, the friction between Qatar and other Gulf countries, the slowdown in Oman and related delays in project finalization are potential risks. With growing business opportunities and increasing contractual exposure to customers in domestic and international markets, efforts are being made to integrate a well-established risk management framework into business operations. Outlook In the substation business, the increasing cost of land acquisition related delays have led power grid / state utilities to increasingly opt for GIS substations due to the smaller footprint they occupy. On the power distribution front, crucial issues remain – the centrally-driven scheme for last-mile connectivity and various distribution reforms projects 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. 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. As the power transmission / transformation capacities to cater to the growing demand of urban centres increase, new opportunities will arise for EHV cabling projects in large cities. Grid integration of intermittent renewable energy and the emerging prospects of distributed generation require investments in power quality devices such as STATCOM and SVC to ensure voltage stability, reactive power compensation and reduction of harmonics. It is expected that the investments in higher voltage levels viz. 400kV & 765kV from state transmission utilities – including those affected by funding delays - will gather momentum. The delayed second phase orders of Green Energy Corridors are likely to be awarded in the coming year. The Tariff Based Competitive Bidding (TBCB) space is witnessing consolidation with 2 to 3 major players in the fray. Increasing number of projects are likely to get allocated through TBCB mode. 195 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Micro Grid Project for rural electrification, Bihar The power supply system prospects for various metro projects are visible, especially in the Central and Western parts of the country. With an established presence in Nepal and Bangladesh, the business is better positioned to exploit the upcoming transmission line and substation opportunities in those countries. The solar power market is poised to remain upbeat, with yearly solar capacity additions pursuing an upward trajectory. The private PPA market in select states is expected to pick up based on encouraging open-access policies and growing solar power viability. Clarity emerging on GST and duties will help the sector, with capacity addition of more than 10 GW of solar capacity in the coming year. Advanced battery energy storage solutions will see a rise due to grid stability requirements and the need to electrify rural households. With upcoming state solar policies focusing on rooftop projects with net metering schemes, the prospects for the rooftop segment look positive. To harness solar power for rural India, the Government of India has formulated the ‘Kisan Urja Suraksha evam Utthaan Mahabhiyan’ (KUSUM) scheme, which aims at solarizing the agriculture sector through the ubiquitous use of solar power for tube wells and lift irrigation projects. Emerging areas like floatovoltaics and hybrid projects hold promise. 196 With a strong domestic solar portfolio backed by experience and expertise, the solar business is geared up to enter international markets as the renewable opportunities galore in countries where there is already an established presence in the T&D sector. In the Middle East, the business is cautiously optimistic in its outlook as oil prices are hovering in the lower ranges, commodity prices are fluctuating, fierce competition is faced and changes are being introduced in the customer organization / bid process (example: newly formed Department of Energy in Abu Dhabi). 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, growth in power distribution throughout the Middle East is expected to be fuelled by GCC grid formation, upgradation to higher voltage levels, integration of renewable energy sources to the existing power grid and interconnections of transmission networks. The business is concentrating on key African economies that have a clear road map to build a transmission and distribution network 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. The footholds gained in Algeria, Morocco and Egypt have grown stronger and the T&D space in these economies is vibrant with many opportunities. 5 MLD Sewage Treatment Plant, Nellore 10.6 MLD Water Treatment Plant, Bagidora The rising power demand in ASEAN countries paves the way for significant investments in grid interconnections, grid development and strengthening. With an increasing share in Thailand and Malaysia, the business expects to exploit potential in Myanmar and other countries of the region. With only 35% of the country connected to an overloaded grid, significant opportunities are seen in Myanmar, especially through bilateral / multilateral funding. The overall outlook for the PT&D sector remains promising on both the domestic and the international fronts. The business looks forward to maintaining its lead position in established markets and gain significantly in new growth areas and target countries, ably supported by its initiatives in cost leadership, technology adoption and delivery excellence. WAtER & EFFLUENt tREAtMENt Overview: The world is undergoing unprecedented changes, with rising temperatures, changing climates and decreasing fresh water levels. The world relies on 0.75% of the available fresh water resources which, according to experts, are being badly managed. Several countries have already started innovating and educating their people on how to reduce their water footprint in order to conserve water for future generations. L&T Construction’s Water and Effluent Treatment business specializes in water infrastructure. This covers urban and rural water supply, industrial water supply, water treatment plants, sewage treatment plants, sewage networks, effluent treatment plants, desalination plants, micro and lift irrigation projects, canal rehabilitation, unaccounted for water (UFW) and water management contracts. The business also engages in area development jobs aiming to provide holistic water infrastructure to specific areas, thereby meeting the smart city norms. L&T’s increasing technology capability to execute jobs efficiently with reduced lead times has led to increased client confidence in the business as a provider of end-to-end water solutions. The business has been a pioneer in delivering Water Infrastructure projects in India, Sri Lanka, Qatar, the UAE, Oman and Tanzania. It is currently involved in executing around 150 projects on the domestic water infrastructure front. The business is omnipresent in India – from Moga (Punjab) in the north to Tirunelveli (Tamil Nadu) in the south, and from Sauni Yojana (Gujarat) in the west to Barrackpore (West Bengal) in the east. 197 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 74 MLD Water Treatment Plant at Bisalpur Tonk Unniyara 375 MLD Sewage Treatment Plant at Jebel Ali, UAE Business Environment The Indian water infrastructure market is growing steadily. The demand-supply gap in both urban and rural areas has increased. It is imperative to focus on creation of wastewater infrastructure to boost the quality of urban life. The increasing population necessitates increase in agricultural produce and more irrigation schemes. The Government is driving infrastructure development through various schemes such as the National Rural Drinking Water Programme (NRDWP), AMRUT (Atal Mission for Rejuvenation and Urban Transformation), Namami Gange, Pradhan Mantri Krishi Sinchayee Yojana and Delhi- Mumbai Industrial Corridor Development. 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. Governments and courts have mandated the use of tertiary-treated wastewater to meet the water requirements of industries. Huge opportunities are available in the Middle East, ASEAN countries and East Africa. There is a positive outlook towards these prospects and consistent business development efforts are being driven to enlarge the global footprint of the business. L&T has been setting benchmarks by creating water infrastructure to irrigate 7.3 lakh hectares of land, transport water and sewerage through 5 lakh km of pipelines, supply 5100 MLD of potable water and treat 2100 MLD of wastewater. All these projects cater to the needs of more than 90 million people. Major Achievments In FY 2018-19, the business won several repeat orders, and added 6 new customers. The orders won came from a diversified portfolio of rural and urban water supply schemes, water management, integrated infrastructure development, lift irrigation schemes, effluent treatment plants and underground sewerage schemes. These include: • ISP Kalisindh Project - Phase I and Parwati Project - Phase I from Narmada Valley Development Authority, Madhya Pradesh • Athikadavu Avinashi Irrigation Project from Water Resource Department, Tamil Nadu • Multi Village Rural Water Supply Scheme to Satna Bansagar from Madhya Pradesh Jal Nigam • Coimbatore and Vellore Sewerage Schemes, Tamil Nadu • Garwah Lift Irrigation Scheme from Water Resource Department, Government of Jharkhand 198 Al Shammal Water Treatment Plant at Qatar Common Effluent Treatment Plant, Narol • Industrial Area Sewage Treatment Works from ASHGAL, Qatar • Drinking Water Supply Projects in Srikakulam and East Godavari District from Andhra Pradesh Drinking Water Supply Corporation • Ranchi Smart Infrastructure Project from Jharkhand Urban Infrastructure Development Company Limited During the year, the business was conferred 48 prestigious awards, which are a testimony to its operational excellence. These include: • Various awards from Water Digest, Dun & Bradstreet, EPC World, Global Water Summit, Construction Times, ET Now, Business Television India, etc. • Formation of an R&D Cell and Incubation Center with technology experts for innovation and growth of the business • Deployment of Business Development Managers to strategic domestic and international locations, targeting geographic expansion • Embracing digital facilitators, by using custom-made apps designed to ease day-to-day operations, e.g. the Locate Measure Navigate on Phone (LMNoP+) app used for offline positioning and tracking • Addressing and finding workable and innovative solutions for the key challenges envisaged by the business during the BEST (Business Excellence for Sustainable Transformation) Conclave • Recognition of L&T’s Water business by Water Digest as • Formation of a dedicated team to focus on developing the ‘Best Water Company of the Year 2018’ • The prestigious Golden Peacock National Quality Award for the year 2019 Significant Initiatives With its continuous efforts, L&T has sustained its position as market leader. The business is reaping the benefits of implementing various unique initiatives and also exceeding customer expectations. Key initiatives included: solutions using Artificial Intelligence and Machine Learning • Introduced Productivity Excellence – Analysis & Realization League (PEARL) to monitor the productivity of the project sites in a competitive manner. Digitalisation While driving digitalisation over the past three years to improve efficiency and productivity, the business, in the 199 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Medak and Sangareddy Water Supply Project Overview of Nagaur 250 MLD Water Treatment Plant and 5310 ML Raw Water Reservoir current year, focused mainly on improving the utilisation of the digital initiatives implemented. Major initiatives implemented this year include: facility will also be utilised to impart BIM-related trainings. • Predictive Analytics for E-Pragati: A predictive model to identify and highlight the activities likely to be delayed, enabling the project manager to take proactive steps to avoid project delays. • Artificial Intelligence for Safety: SWADESH (Safe Workplace using Advance Data analytics in ESH), an NLP-based AI solution was developed to assess safety observations based on the severity of its potential impact, the number of repetitions, the location of work and staging height where it was recorded. The online dashboard highlights and tracks the safety performance of projects based on key indices like Risk Score, Repetition Percentage and Average Repetition Risk Score. • M-FLOW: A mobile-based application used for tracking material issued to sub-contractors, stock availability, consumed and balance items and material reconciliation, web-portal with dashboard and reports for analysis by store-in-charge, planning and project team. • PrathiBIMb: A modern AR / VR collaboration facility lab with the latest BIM software and tools to create, collaborate and coordinate project BIM models. The Environment, Health and Safety • Committed to the mission of ‘Zero Harm’, the business clocked 106 million safe man-hours in the year. • 5 Lakh man-hours were invested in EHS awareness and training • More than 8 lakh saplings were planted and 3600 units of blood donated. • SafeArmZTM is a patented digital solution built by the business for proactive risk control measures at site. It enables paperless workflow approvals. • The business has successfully completed its DNV-GL Transition Audit from OHSAS 18001:2007 to ISO 45001:2018. • The business bagged several awards for safety from RoSPA (Royal Society of Prevention of Accidents), British Safety Council and Confederation of Indian Industry, as well as many appreciation certificates from various clients. 200 Pump house for Mohanpura Lift Irrigation Scheme Sewage Treatment Plant at Rampur Human Resources In view of fast growth, the business has been augmenting manpower resources. As part of the initiative to augment the strength of front-line supervisors, ITI trainees were inducted during the year and they are being trained through a 12-month intensive Front-Line Supervisors (FLS) Training Programme. During the year, the business launched several key development initiatives. The first batch of 21 participants successfully passed out of the Project Managers Development Programme (PMDP), a focused developmental intervention aiming at building a strong project leadership pipeline. C.R.E.A.T.E (Customer Relationship Enhancement by Augmented Training for Expertise) was launched in February 2019 with the aim of holistic augmentation of competencies related to business development related in identified participants. Currently, 21 staff members are attending Wave 1 of C.R.E.A.T.E. The business has launched an e-learning course on its Quality Management Systems. The course is hosted on L&T’s e-learning platform ‘Any Time Learning’. Risks and Concerns The major risks for the business are delay in obtaining Right of Way (RoW), work front, approvals / clearances, volatility in commodity prices (mainly steel) and longer operation and maintenance periods. The business is adequately prepared to meet these challenges. It has a robust risk management framework to mitigate the risks by proactive monitoring, healthy client and supplier relationships, strategic tie-ups and digital initiatives and in-depth risk reviews during the pre-bid, execution and close out stage. The reviews involve all the key stakeholders, including project teams, business units and corporate teams, thereby ensuring early identification of key risks and consequently timely planning of the necessary mitigation measures. Outlook On the domestic front, water infrastructure will continue being integral to the sustenance and the well-being of the general populace. Consequently, the thrust to improve the water infrastructure in India will continue. Policy changes mandating the reuse of wastewater are also expected. Emerging prospects are envisaged in water management, ultra-mega STPs, micro irrigation, desalination, river interlinking and proposals to develop brownfield cities into smart infrastructure projects. However, the general elections could delay the clearances, given the political expediency of poll promises like minimum basic income and farm loan waivers could also impact funding, affecting timely project deliveries in the forthcoming year. Challenging competition is foreseen, as the business environment is populated by geographically restricted 201 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Utility Citizen-centric Apps L&T offers a bouquet of Smart City solutions but entrenched domestic players as well as multinational companies focused on expansion into the Indian market. Significant investments in water infrastructure are anticipated and targeted in Oman, Qatar and the UAE. The business is focusing on consolidating in the Middle East and is planning to expand its footprint by entering into a few select countries in East Africa and the ASEAN region. SMARt WORLD & COMMUNICAtION Overview: L&T entered the Smart World & Communication business in the year 2016, specifically to address the need for a safe, smart and digital India. It continues to retain its market leadership in the overall sectors within which it operates. The business has three segments: • Integrated Smart Solutions • Security Solutions • Communication & Telecom Infra 202 In this domain, L&T is at the forefront, collaborating with the Government in leveraging technologies to meet those goals. 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. The business has expertise in the areas of city surveillance, intelligent traffic management systems, transport and logistics management, communication networks (including backbone, telecom infrastructure), smart governance and education, critical infrastructure, smart metering and emergency response and early warning dissemination systems. With this unique positioning and technology-driven portfolio, the business has been able to attract talent from across various industries and has recruited a diverse pool of resources spanning technology and domain specialists from relevant business verticals. A strong team of technical experts at the project level and centralised support level enable the business to successfully integrate its projects. With the Smart City Mission gaining momentum, the Smart World & Communication business is well positioned to be a key Master System Integrator (MSI) to manage smart city projects, end-to-end. L&T’s Integrated Command & Control Centre manged traffic, people movement and surveillance of over 20 crore pilgrims at the Kumbha Mela Business Environment The Government of India has fast-tracked its investments to leverage smart and digital technologies for cities and rural parts of India, focusing on a safe, smart and connected India under the ‘smart city’ mission. NITI Aayog has initiated a national programme in the area of Artificial Intelligence, including research and development of its applications. Combining cyber and physical systems has great potential to transform not only the innovation ecosystem but also economies and the way we live. To invest in research, training and skilling in robotics, artificial intelligence, digital manufacturing, big data analysis, quantum communication and the internet of things, the Department of Science & Technology will launch a Mission on Cyber Physical Systems. This will support the establishment of centres of excellence. The Government has approved the National Mission on Interdisciplinary Cyber-Physical Systems (NMICPS) at a total outlay of R 3660 crore for a period of five years. However, there are new entrants in this sector. Aggressive bids and PSUs provide stiff competition. The Quality and Cost Based Selection (QCBS) process adopted by the authorities has ensured that only serious players with a strong balance sheet and relevant experience are selected as Master System Integrator (MSI) to implement projects of national importance. Major Achievments The business received several major orders, as follows: a. Integrated Command & Control Centre for Prayagraj Smart City b. Intelligent City Management System for Panaji Smart City c. City Network, City Wi-fi, Smart Kiosk and Variable Message Display for Pimpri Chinchwad Smart City d. Common Cloud Based DC and DR, Citizen Application, and E-Governance Application along with Integrated Command and Control Centre (ICCC) for Tamil Nadu 10 Smart City e. Pan-city Information & Communication Technology (ICT) Solution for Tirupati Smart City f. Supply & Maintenance of hi-tech labs for high schools in Tamil Nadu under E-Siksha project g. Installation and maintenance of security cameras for surveillance add-on for Mumbai city h. Communication System of Bengaluru Metro 203 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Data Center, Hyderabad Intelligent Traffic Management System at a critical junction, Hyderabad i. Establishing IPMPLS network infrastructure in Andhra • Strategic initiatives in areas like the Internet of Things Pradesh (APSFL) and implementation and integration of EMS, NOC, NMS and related infrastructure Telangana (T-Fibre) During the year, the business successfully commissioned several Smart City projects in Nagpur, Pune, Vizag, Raipur and Prayagraj Phase 1. It entered the O&M phase during the year. The highlight of FY 2018-19 was project management of the world’s largest religious gathering, the Kumbh Mela at Prayagraj, UP, with successful implementation and monitoring using Artificial Intelligence for crowd management. The business successfully commissioned the Smart Metering project, under Energy Efficiency Services Limited (EESL), for the New Delhi Municipal Corporation (NMDC) thus enabling NDMC become the first distribution company (DISCOM) in India to implement a 100% smart metering solution. Significant Initiatives The business has taken the following initiatives in the areas of tendering, technology, supply chain management and operational efficiency improvement: • Upselling during the Operation & Maintenance phase • Establishing price discovery mechanisms such as zero level costing, historical benchmarks, market intelligence, XaaS Costing Model (IOT), Artificial Intelligence (AI), Cyber Security & Geospatial. • Centralized and dedicated support for all operational projects for maintenance of SLAs with contractual tie-ups with the OEMs • Setting up a Technology Excellence Centre on the campus of the business to foster innovation in its segment, it is geared to play a crucial part in the roll-out of emerging technology interventions • About 100+ certifications have been obtained by the employees in courses such as CCNA, CCNP, CCIE, MS Azure, CISM, etc. which provide the business an edge over the competition In the year under review, the business has won 18 prestigious awards, including: - • Smart City of the Year and Smart City Wi-fi Solution – for Nagpur Smart City – Awarded by Asian Business Exhibitions and Conferences Limited and DigiAnalysys respectively • Smart Energy for Energy Efficiency Services Limited (EESL) Project- Awarded by ASIA Smart City Awards 2018 organised by CMO Asia • Geographic Information System Solution – (Gold) for Gujarat City Surveillance & Intelligent traffic Management System project – Awarded by Constructech 204 Smart Pole, Vizag Tourist Information Kiosk, Jaipur • Best Wi-Fi Solution Provider of the Year for BSNL Wi-fi Project – Awarded by DigiAnalysys • Outstanding contribution towards building smart cities to Smart World & Communication – Awarded by CMO Asia • E-governance Initiative of the Year for Prayagraj Smart City project –Awarded by Federation of Indian Chambers of Commerce and Industry Digitalisation The business has implemented 28 digital solutions across its project sites and functional departments. Two of the solutions are copyright registered. Digitalisation tools are implemented to shorten the process time, leading to savings. The operations monitoring tool developed for Smart Cities won a Gold award from Constructech magazine, Chicago. The business has rolled out various tools in the area of Tendering, Supply chain, Finance, Safety, etc. such as: • Execution with Safety & Quality (AR – VR Video Training) • For HR / Quality / Safety & Digital (HR BOT) • Mobile Based Workmen / O&M Engineer Attendance Tracking (Workmen) Environment, Health and Safety EHS is an integral part of the organization and the projects. It is given utmost importance due to the constant uncertainties, complex projects and several of them in highly populated cities and sensitive areas. In EHS, the business is committed to bring forward solutions which are entirely digital and sustainable over a long period of time. Key initiatives include: • Launch of sustainable and innovative digital solutions like SafeArmZTM and VIEW EHS - digitising the entire EHS systems and procedures. • Incident-free operations for the last five years • A plan to transition to latest ISO 45001:2018 standards in the upcoming financial year • Training programmes, viz. Safe Execution Engineer’s (SEE) Training and Contractor Workmen Training (CWT) • Contributed to sustainability by planting 17259 saplings and donating 297 units of blood • Won various awards for excellence demonstrated in implementation of EHS Management systems, including 2 RoSPA Gold Awards and 1 OSHAI Gold Award. Human Resources The average age of the team of this business is 32.6 years. The team comprises a diversified pool of engineers specialising in the areas of cybersecurity, cloud, information & communication technology, surveillance, server & storage, solution architecture, command and control, etc. Key resources with over a decade of experience add to 205 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Command & Control Centre, Mumbai capability building, giving the business an edge over the competition. Risks and Concerns The projects of the business are funded through Union budget and State budget allocations and do not pose a financial risk. Operational risks – such as short implementation period, deferred payment terms and stringent SLA requirements – are viewed by Master Service Integrator. However, adequate planning and stakeholder engagements mitigates delay in approvals from the competent authority. The business has centralised, dedicated support for all the operational projects for maintenance of SLAs. Due diligence on the stakeholders and adequate planning helps the business keep up with project timelines. Digital interventions at every stage of project implementation – right from planning to operations monitoring – helps the management to take appropriate action to pre-empt and overcome challenges. A strong team of technical experts at the project level and centralised support helps successful integration of the projects. Outlook FY 2019-20 looks promising for the business as more initiatives are being taken to make cities smart and safe, as well as digital initiatives in social sectors like E-shiksha and ‘smart villages’ which are connected. 206 The Government’s interest in the security and surveillance segment for the year 2020 remains a high priority. In areas of enhancing homeland security, Police Modernization has been provided a budget outlay of over R 3000 crore. City surveillance/Intelligent Traffic Management System projects are expected to come up in Delhi, Chennai and Bangalore. Perimeter protection projects to protect the critical infrastructure of the nation and surveillance at railway stations and in coaches are expected to take off in FY 2019-20. The network spectrum for strengthening communication for the Indian Armed Forces is in the finalization stage. The Government’s Smart Cities mission is expected to see ICT projects rollout in at least 25 smart cities with an outlay of R 5000 crore. The Government has plans to convert 1 lakh villages into Digital Villages over the next five years. The IOT solutions implemented in the smart cities and the benefits derived from these systems to the urban citizens will be extended to the rural population With the Government’s Smart Meter National Program to cut AT&C losses to below 12% by 2022, a special thrust on the roll-out of smart meter infrastructure is expected across multiple states. The Government has proposed to setup five lakh wi-fi hotspots which will provide broadband access to five crore Bucket Wheel Stacker Reclaimer Machines at Adani Dhamra Port - DPCL. rural citizens and had provided R 6,000 crore in FY 2019-20 for creation and augmentation of Telecom infrastructure. The roll-out of Network Infrastructure, under the Bharatnet scheme, of the balance states under the USOF funding is also expected. Technology will be the biggest driver in improving the quality of education and our foray into this social sector has begun with the Tamil Nadu High Tech Lab. With the Government’s continuous interest in this sector and increased budgetary allocation year-on-year, the sector remains lucrative for investment, though faced with stiff competition. But L&T, with its experienced team and previous experience in executing complex technological projects, has an advantage in the market, and remains positive for the year 2020. MEtALLURGICAL AND MAtERIAL HANDLING Overview: L&T’s Metallurgical and Material Handling (MMH) business offers complete EPC solutions for the metal (ferrous and non-ferrous) and bulk material handling sectors across the globe. The business undertakes end-to-end engineering, procurement, manufacture, supply, construction, erection and commissioning. It also offers custom-engineered, specialised material handling solutions and a wide range of comprehensive mineral ore crushing solutions for the power, port, steel, cement and mining sectors. The business commands a leadership position in the sectors it serves and has world-class manufacturing facilities at Kansbahal (Odisha) and Kancheepuram (Tamil Nadu). Business Environment The steel sector witnessed inorganic growth during the year and is expected to provide momentum in new expansions. Major non-ferrous domestic players have firmed up their capacity expansion and investment plans, buoyed by steady base-metal prices and a spurt in domestic demand. However, during the year, the copper segment witnessed temporary turbulence due to heightened environmental concerns. A dry spell in private investment in the power sector continued during the year. In line with the Government of India’s Sagarmala initiative, major ports undertook investment in the mechanisation of dry bulk systems. Specialized conveying packages connecting mines and ports to end users have seen momentum during the year. 207 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 L&T’s KSM-404, the largest surface miner in Indian coal mine at Gevra, Chhattisgarh Coke Oven Battery Coal India Limited (CIL)’s production fell marginally short of its target, despite registering higher growth in FY 2018-19, compared to the previous year. South Eastern Coalfields Ltd (SECL), one of the largest users of surface mining technology for excavation of coal, is considering surface mining of Kusmunda mines through the departmental route – a shift from its outsourced model. Other subsidiaries of CIL are also considering augmentation of their fleets of surface miners and crushers in FY 2019-20. Cement sector growth was in line with industry expectations during the year, with a minor spurt in the demand in the second half of FY 2018-19. The demand for manufactured sand provided momentum for L&T’s advanced manufacturing systems across India, specifically in the western and southern regions. The business environment in the Gulf region has become conducive to growth, supported by political stability in the region, the stabilization of oil prices and the emphasis of the local Governments on developing a non-oil economy. Major Achievements With the limited opportunities available during current year, business has managed to stay ahead of its competitors. Major orders booked are Lead-Zinc Beneficiation at RD Mines from Hindustan Zinc Limited, Alumina Refinery Expansion at Rayagada from Utkal Alumina International Limited and an Ash Handling Package at Patratu from BHEL. Orders were also received for various products (sand plants, surface miners, crushers, material handling equipment). Marquee projects commissioned / at an advanced stage of completion in the year 2018-19 are: • Coke Oven Batteries A&B, JSW, Dolvi • Blast Furnace 8, SAIL, Bhilai • Coke Dry Quenching (CDQ) unit 11, Tata, Jamshedpur • Pet Coke Handling, IOCL, Paradip • Coal Handling Plant, NCL, Nigahi / Khadia • Coal Handling Plant, RRVUNL, Chhabra • Alumina Refinery, EGA, Abu Dhabi • Pipe Mill Project, Al Gharbia Pipe Company LLC, Abu Dhabi Significant Initiatives The business has strategic alliances with leading global technologists to offer comprehensive EPC solutions across various sectors. During the year, the business entered into key alliances with companies such as Rio Tinto, Thyssenkrupp and China Power for alumina smelter and speciality areas. 208 LSAW Pipe Mill Project, UAE Lead-Zinc Beneficiation Plant, HZL SK Mines, Dariba On the products side, the business has augmented its capability for in-house manufacturing of ship unloaders, with engineering and design support from foreign technologists. The business lays much emphasis on EHS in order to achieve ‘Zero Harm’ in its operations. It implements EHS procedures, imparts EHS training and ensures review of site EHS standards by the leadership. The business is developing real-time monitoring systems for stockyard machines and wagon unloading systems through IOT and linked customized dashboards for optimum utility of the system for customers. Digital AI Weighment systems have been introduced at the Company’s Kancheepuram Works. Digitalisation In line with the Company’s overall philosophy, extensive thrust is placed upon digitalisation through multiple initiatives viz. Project Progress Monitoring, Connected Workforce and Assets, Material Tracking, Online Quality and Safety Monitoring and Integrated Engineering (3D and Building Information Modelling). Environment, Health and Safety In line with our corporate EHS Policy, intensive efforts are made to integrate EHS with the management systems. While leadership commitment to EHS is demonstrated at all levels, concerted efforts are made to involve and engage every employee, including workmen, in the safety cultural transformation. The business has launched various programmes to achieve the outcomes set by the EHS management system. Initiatives taken up during FY2018-19 include: • Successful completion of certification audit for ISO 45001:2018 (new standard) and recertification audit for ISO 14001:2015. • Enhanced EHS monitoring and reporting capabilities using various digital tools such as EHS Observation, Permit to Work (PTW), Safety Task Assignment, EHS Violation Memo, SOSC (Safety Observation and Safety Contact), FIRI (First Information Report of Incident), Rigging Permit, etc. • A high level of management commitment is demonstrated by deployment of competent Rigging Engineers at site and restricting crane loading to 75% of the rated capacity to ensure safe material handling at all sites. • Effective competency building programmes for site teams, such as Scaffold Competency (certified by STI- USA) for line teams, IOSH – Managing Safely certification, 209 MANAGEMENT DISCUSSION AND ANALYSIS INFRAStRUCtURE BUSINESS ANNUAL REPORT 2018-19 Stacker Reclaimers at work at Suratgarh Power Plant NEBOSH IGC courses, Internal EHS Auditor course, EHS Lead Auditor course, Online EHS certification courses, etc. • Various awards and accolades have been received by the business in recognition of its efforts, from Ministry of Labour and Employment, FICCI, CII and customers. Human Resources Interventions to advance the skill levels of employees were implemented through a string of strategic and leadership-based training programmes, both technical and behavioural, at offices and at various sites. These initiatives will enhance organisational capabilities and produce leaders to meet the emerging challenges on all fronts and ensure that the organization is future ready. Risks and Concerns The volatility in steel prices in the domestic market and LME base metal prices will be a concern in the year ahead. Post-election domestic policy deliberation by the new Government may make a significant impact on business investments. Outlook The demand for metals such as steel, copper, aluminium and zinc will continue to be driven by the Government’s emphasis on infrastructure – urbanisation, roads and 210 highways, housing and Dedicated Freight Corridors, the auction of mine / mine linkages, the Sagarmala initiative combined with synergized policy implementation between State and Centre and the rise in automotive production. This will create lucrative business opportunities in greenfield expansions by producers. The FDI limit in the mining and exploration of metal and non-metal ores has been increased to 100% under the automatic route, giving a significant boost to the sector. In FY 2019-20, prospects are envisaged in the domestic cement sector, with capacity additions / augmentation being planned by major players to order core equipment and products. The steel sector is expected to witness moderate brownfield expansion, with a thrust on debottlenecking plant capacity and asset synchronization to achieve higher operational efficiencies of the newly acquired assets. Base metal sector companies are on overdrive, with investments in new expansions. The aluminium sector is expected to be bullish on value-added downstream product lines, despite issues like mine allocation, volatile LME prices and high global Inventory. Copper investment is attracting stringent environmental scrutiny, although it is expected to witness significant investment to correct the import-export imbalance. The zinc and lead sectors are doing well and expect a good run in the coming year. Implementation of the Ministry of Environment & Forest (MOEF) notifications and the Sagarmala initiative by Ministry of Shipping will lead to considerable prospects in dry bottom ash systems, pipe conveyors, dry bulk terminals in ports and mechanization of iron ore and bauxite through environment-friendly solutions. Steady growth in the product business is expected, owing to medium-to-high growth in core industrial sectors, particularly cement, coal mines and construction. Sand mining from river beds is banned due to environmental reasons, and consequently the user-friendly sand manufacturing machine will find extensive use in construction. The business has already established a leadership position. On the domestic front, the business continues to experience challenges, such as delayed decisions of new- capacity additions in the steel sector, muted investment in the power sector, delays in land acquisition and clearances from the Ministry of Environment & Forests, which may further accentuate due to general elections in first quarter of FY 2019-20, resulting in delayed decisions. Key opportunities are emerging in the GCC (especially Saudi Arabia), Egypt, Zambia and South Africa for alumina, zinc and copper smelters, pellet beneficiation and specialty areas such as port handling and freight handling packages. However, some amount of negative impact is expected to arise from customer preference for the EPCM option rather than EPC route for big projects in the international segment. 211 MANAGEMENT DISCUSSION AND ANALYSIS POWER BUSINESS ANNUAL REPORT 2018-19 POWER BUSINESS Overview: L&T’s Power business is one of the leading EPC players in India that is known to deliver ‘design to commission’ business solutions for the thermal power Industry. Building on its core competencies, the business has swiftly built the necessary capabilities and undertaken projects in newly-emerging technologies in the thermal power plant industry, like Flue Gas Desulphurization (FGD) for example. The business has a track record of providing end-to-end solutions for executing large and complex projects. It has comprehensive in-house capabilities including engineering, state-of-the-art manufacturing facilities, project management expertise and erection-to-commissioning, which is unparalleled in India and provides complete satisfaction of quality of delivery to the customer. L&T’s integrated power equipment manufacturing facility in Hazira, Gujarat is one of the most advanced in the world where it manufactures ultra-supercritical/ supercritical boilers, turbines, generators, pulverisers, axial fans, air-preheaters and electrostatic precipitators, which has added more than 8 GW of supercritical power generation capacity to grid since its inception. 225 MW Sikalbaha Combined Cycle Power Plant, Bangladesh The business is now gearing up to make its footprints in Nuclear power plants. It has taken necessary steps to undertake STG island contracts in upcoming PHWR nuclear based power plants. Following are the JVs within its fold: L&t-MHPS Boilers Pvt. Ltd., a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS) Japan, for the engineering, design, manufacture, erection and commissioning of ultra-supercritical/ supercritical boilers in India up to a single unit of 1000 MW. L&t-MHPS turbine Generators Pvt Ltd., a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS), Japan and Mitsubishi Electric Corp. (MELCO), for manufacture of STG equipment of capacity 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. L&t Howden Pvt. Ltd., a Joint Venture with Howden Holdings B.V. L&T Howden is in the business of regenerative air-preheaters and variable pitch axial fans (equipment, after-market spares and services) for power plants. 212 2x660 MW Jaypee Nigrie Thermal Power Plant, Madhya Pradesh L&t Sargent & Lundy, a joint venture with Sargent & Lundy LLC, USA which is engaged in the business of providing design, engineering and project management services for power sector. Business Environment In the current year, the power industry witnessed a spurt in ordering for FGDs. Installation of FGD systems in existing and upcoming thermal power plants has been made mandatory by the Ministry of Environment, Forest and climate Change, (MOEFCC), Government of India to curtail SO2 emissions. The Central Government has taken the lead in ordering of FGD systems while power plants in the state and private sector have started floating tenders, which would ensure ordering in the upcoming financial year. It is estimated that the total installed capacity where FGD is to be installed stands at around 156 GW involving 430 FGD units. The business sees enormous potential in this area and is geared to undertake more such jobs on an EPC basis. The business also has the right combination of technology capabilities namely CT-121 from the world-renowned Chiyoda Corporation, Japan and its own in-house capability in engineering and project management, giving it a competitive edge. In the mainstream of EPC jobs in coal based projects, India saw very low ordering this financial year. The tender pipeline had practically dried up and most of the tenders have been deferred to next year. The power sector continues to face challenges like availability of funds, low plant load factor, financial stress, load balancing, coal and water availability issues, payment assurances, etc. Further, muted demand from the private sector and excess manufacturing capacity of suppliers continues to put pressure on EPC prices. Major Achievements Following are some of the major achievements by the business during the year: • Achieved Commercial Operations Date for the 1st unit in a project in Madhya Pradesh • Achieved completion of Performance Guarantee test in a project in Rajasthan. • Gas Turbine Generator synchronization for a Bangladesh Gas based power plant project within the contractual period. • First 1,000 MW Turbines to be manufactured in the country by L&T-MHPS Turbine Generator (2 x 1,000 MW Turbines) • Award for Significant Improvement in Productivity at the IMTMA Ace Microsmatic Productivity Championship. The business bagged 4 contracts from NTPC for FGD and export orders in L&T-MHPS Boilers. A strong Order Book 213 MANAGEMENT DISCUSSION AND ANALYSIS POWER BUSINESS ANNUAL REPORT 2018-19 2x800 MW Sri Damodaram Sanjeevaiah Thermal Power Plant, Andhra Pradesh Boiler internals being manufactured at Hazira, Gujarat ensured that the factory at Hazira operated at almost full utilization. Significant Initiatives During the year, the business has taken a few initiatives like implementation of business excellence model, cost optimization and vendor profiling among others. With the help of leading consultants, the business has focused on reducing its direct and indirect cost to strive for cost leadership. Digitalisation In the area of digitisation, the business has implemented various IT driven processes like IOT technology deployment on various plants and machineries at site to improve its machine utilization, work density in different zones, health of machines and their duty cycles, Other initiatives like GPS tracking of moving vehicles like pick and carry cranes, trucks, tipper and trailers to improve efficiency and Virtual Reality to improve safety conditions at sites, Hawk-Eye (cloud based solution) for project monitoring and use of drones for site survey are at various stages of implementation. Environment, Health and Safety The business considers safety as an integral part of its operations, on par with time and cost factors. The business believes that ‘safety’ is the differentiator between L&T and other organisations. It has now moved to next level of safety implementation by embracing the digital environment for a safer workplace. Embracing initiatives like Virtual Reality to improve the safety conditions at sites is one such example. The various other initiatives like safety campaigns, observing ‘safety month’ and varied programmes at sites reaffirm the business commitment towards a robust safety management system. Human Resources Emphasis on training and development of the workforce has been the focus area. The business realizes the importance of talent preservation and has implemented various initiatives like Promoting Perpetual Leadership (PROPEL) for grooming of its talent. This includes competency building programs for leadership development to make them ready for next level, and various other engagement programs like Instant Motivation for Praiseworthy Actions (IMPACT) awards to motivate and sustain employees who showcased above average commitment. Risks and Concerns Despite an increasing focus on renewable energy, the business is confident that coal will continue to be the mainstay of the domestic power sector for providing stable, reliable and robust base load power supply and will continue to offer sustained market opportunities. 214 Supercritical turbine being manufactured at Hazira, Gujarat 3x660 MW Koradi Thermal Power Plant, Maharashtra Excess manufacturing capacity, however will continue to drive the prices aggressively and would reflect in the financials of EPC players. Outlook Looking ahead, the business is confident of a revival of capacity addition in the thermal power sector to match projected rise in demand for power, in line with projected economic growth in the country. Coal fired stations will continue to be in demand as it would ensure stable power and provide peaking power requirements and ensure a balanced grid. The business anticipates growth in power demand, which would require capacity addition and enhancement in the areas of generation, transmission and distribution. Due to anticipated demand, the business sees a market opportunity of around 7GW in next year for coal based thermal power plant business. The business sees around 40 GW of ordering in FGD systems in the next year, and opportunities in the replacement market. The Government has an ambitious plan to increase the nuclear power production to 23 GW by 2031 from the current level of 7GW. The business sees large value opportunities in this segment. It is gearing up in terms of manufacturing capability and procuring the requisite technology to produce turbines of 700 MW capacity relating to PHWR nuclear power plants. The Business is also taking the necessary steps to make itself a serious player to undertake STG island contracts in PHWR nuclear based Power Plants. Gas based plants are not expected to revive in India soon. The business continues to focus in markets outside India for gas based power plants. The target countries are Bangladesh, Sri Lanka, Myanmar, GCC countries. The business has taken steps to strengthen its presence in the Middle East to encash available opportunities in this sector. The L&T-MHPS Boiler JV is looking forward to encashing upcoming opportunities in the domestic market and will continue to explore business opportunities in the international market for direct export orders. In addition, the Company is looking forward to gaining a foothold in the Selective Catalytic Reduction system market in India which is likely to open up in the second half of FY 2019-20. 215 MANAGEMENT DISCUSSION AND ANALYSIS HEAVY ENGINEERING BUSINESS ANNUAL REPORT 2018-19 HEAVY ENGINEERING BUSINESS 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 and nuclear power, including critical revamp and up-gradation projects. The business is a leading supplier of hydro- processing reactors, high-pressure heat exchangers, waste heat boiler packages, ammonia converters, urea reactors, urea strippers and other critical equipment for process plants. Equipment supplied to the nuclear power sector includes steam generators, end shield assemblies and pressurizers. In addition, the business also provides modification, revamp and upgradation (MRU) services. The Piping business unit fabricates critical piping spools for the power, refinery, petrochemical, fertilizer and chemical sectors and has a track record of exporting piping spools globally. The unit has achieved international recognition through an impeccable track record of executing large and complex projects, including high-end reactors and high-pressure heat exchangers, creating global benchmarks. Its capabilities include state-of the art, fully-integrated, globally-benchmarked manufacturing facilities and an experienced and 216 One of the two EO reactors delivered to RAPID Petronas Refinery, Malaysia highly-skilled talent pool. The sustainability and safety standards at manufacturing facilities located in Mumbai, Hazira and Vadodara are at par with international standards. The business has a JV with Nuclear Power Corporation of India (NPCIL), L&T Special Steels and Heavy Forgings Private Limited (LTSSHF) to cater to the demand for critical forgings required for the Indian Nuclear Power program and for other crucial sectors like defence, hydrocarbon and oil & gas. The JV has set up a fully-integrated forging facility (from steel scrap to finished forgings of alloy steels, carbon steel and stainless steels) with a capacity to produce single piece ingots up to 200 MT and forgings up to 120 MT in the first phase. The JV has also been able to develop special steel grades and meet the needs of customers in the oil and gas segment, where it has been getting repeat orders. It has already qualified itself as the only indigenous producer of large and heavy forgings for prestigious Naval Programs. The entity has successfully completed development of the special steel grades for forgings required in naval applications. Having established the capabilities, the JV is expecting significant new opportunities, once orders for 6 Nuclear Submarines are placed under the Government’s Make in India initiative. India’s heaviest Hydrocracking Reactor (1858 MT) for HPCL Visakh Refinery Nuclear Steam Generator Cone Shell - 16 MT Business Environment The Business witnessed a spurt in the demand for equipment for the Oil & Gas sector (Downstream) in FY 19, mainly due to stable oil prices and the implementation of Marine Pollution norms i.e. IMO 2020. The investments by Oil Public Sector Undertakings are currently underway to comply with the BS-VI clean fuel standards. The fertilizer industry saw limited growth in terms of energy saving projects viz. Kribhco Fertilizer and Indo Gulf Fertilizer, while the nuclear business was impacted by delay in the procurement of fleet orders. Competition from European and other Indian fabricators continues to be fierce. Korean, Japanese and European companies are getting preference due to ECA (Export Credit Agency) financing requirements, prevalent mainly in Europe. Surplus capacities and limited demand has resulted in aggressive competition, putting extensive pressure on pricing and deliveries. Major Achievements During the year, the business experienced a spurt in order inflows with major orders being received in the Oil & Gas sector for critical reactors, coke drums, slug catchers, LNG equipment, Ethylene Oxide reactors, mainly for projects in the Middle East, China and USA. The LTSSHF JV received an order for supply of steam generator forgings for 6 units to be set up in ‘fleet’ mode. Major projects under execution are Atmospheric Residue Desulfurization (ARDS) reactors for ADNOC Refinery in UAE, steam generators for Gorakhpur Haryana Anu Vidyut Pariyojana (GHAVP) Unit -1& 2 for NPCIL and Hydrocracker Unit Reactors in Duqm Oman. Significant Initiatives The business has focused on operational excellence initiatives to deal with the challenging market scenario and to enhance its competitiveness further. Major initiatives include – On Time Delivery, First Time Right Work Culture, Talent Management and Organization Excellence. These initiatives have contributed to significant improvement in increasing our speed in manufacturing and enhanced our capabilities further. Digitalisation Digitalisation has been identified as a key driver for improving quality and productivity. Several digitalisation projects for improving monitoring of projects and resources, and creating dashboards have been taken up by the business. The Product & Technology Development Centre supports the business units to develop new products and manufacturing technologies. 217 MANAGEMENT DISCUSSION AND ANALYSIS HEAVY ENGINEERING BUSINESS ANNUAL REPORT 2018-19 Spools undergoing heat treatment at L&T’s forging plant, Hazira Lower portion of cryostat being built for ITER, world’s first fusion energy project Environment, Health and Safety The Heavy Engineering business has maintained high standards of Occupational Health and Safety, and several initiatives like Reported Safety Concerns, EHS Awareness and Training sessions, and Theme Based Inspections are undertaken to provide a safe and healthy workspace for employees, customers and other stakeholders. The rigorous implementation of various processes has resulted in a YoY improvement in the business’ safety performance parameters. Human Resources The Business has built a committed and experienced team of professionals, and adopted various policies and initiatives in order to sustain healthy employee relations, professional development and employee engagement. A cultural transformation through a combination of the Performance Management System, mentoring and digitalisation remains the key driver of these initiatives. These initiatives are communicated to all employees through various forums like SAMVAAD-2018. For nurturing new generation leaders and Talent Development, mentoring of key talents by senior leaders was initiated. Long Service Awards, Team Building Workshops, non-monetary recognition events, etc., are periodically undertaken to enhance employee motivation levels. Risks and Concerns The Business has a complete Risk Management framework in place in line with the Corporate Risk Management Policy. This ensures a structured review of all the projects at appropriate levels and across the entire life cycle of projects. The framework includes detailed review and monitoring of various risk factors like financial risk, currency and commodity risks, schedule and capacity risk, client and supplier related risks, country clearance, technological and scale challenges, among others. The risks are mitigated through regular reviews and implementation of appropriate risk mitigation measures. This framework has helped the Heavy Engineering business to maintain a healthy order book and ensure that there are no material weaknesses. Outlook Signs of a global economic slowdown and general elections held in Q1 of FY 2019-20 may result in reduced demand for heavy engineering equipment in the first half of FY 2019-20. Increasingly, customers are adopting strategies like reverse auction and qualifying new suppliers. This is resulting in further competitive pressures. On the domestic front, companies are striving to build references through technology tie ups with European and Japanese manufacturers. 218 8 ARDS Reactors (7000 MT) ready for delivery to RAPID Project, Malaysia The second half is likely to provide Nuclear Fleet procurement opportunities (700 MWe PHWR projects). The domestic Refinery sector is likely to show a revival of the Capex cycle from Oil PSUs (IOCL, HPCL, CPCL and BPCL). Emergence of new refineries (RRPL- Ratnagiri, and HRRL- Barmer) and overall business expansion due to FDI inflows will provide avenues for the equipment business in Q4 FY20 / FY21. In the Fertilizer sector, major opportunities are expected from Talcher Fertilizers Limited. With the Cabinet Committee on Security (CCS) clearing the proposal for the GOI’s investment in 10 domestic nuclear power plant reactors (10X700MWe) through bulk ordering in May 2017, new opportunities have been opened up for LTSSHF. NPCIL has also initiated the process for the procurement of critical equipment/ components like end- shield stainless steel plates and forgings for pressurizers and Breed Cooler Condenser (BCD) for these 10 units. 219 MANAGEMENT DISCUSSION AND ANALYSIS DEFENCE BUSINESS ANNUAL REPORT 2018-19 DEFENCE BUSINESS Overview: The defence, aerospace and shipbuilding businesses of the Company have been integrated into a separate vertical, L&T Defence Engineering, for segment reporting. The business has been engaged in conceptual design-to-realisation-to-delivery of equipment, systems, solutions and platforms across chosen defence segments, from surveillance to strike capabilities, this vertical also provides through- life support for the systems supplied by them. The portfolio encompasses engineering equipment and systems ranging from propulsion systems to enable mobility, logistic solutions to naval & land platforms such as warships, submarines and armoured systems. The Company’s defence solutions span the value chain from building platforms and systems to through-life support in a unified manner. L&T has been active in the defence and strategic sector since the mid-80s, by associating with the Defence Research & Development Organisation (DRDO) and naval indigenisation programs - well ahead of the opening up of the sector for private Industry participation. At that time, the defence initiatives focussed partnering DRDO Laboratories in the design and prototype development of complex weapon systems. It also focussed on the design, development, qualification and delivery of special purpose engineering equipment for naval platforms 220 MRSAM Mobile Launcher System being built by MoD shipyards and under DRDO programs. Over the years, the business portfolio grew in scale and maturity to include indigenous design, development, industrialization and serial production of a range of naval and land weapon launch and engineering systems, fire control systems, missiles and space launch vehicle subsystems, radar systems and sensors, military communication systems and avionics. This evolutionary journey has led to the development of capabilities in design, engineering and construction of naval platforms (submarines and warships) and armoured systems. The operations span across two R&D centres, three Design & Engineering Centres and production centres at nine locations spread across India to serve the defence and aerospace sectors. These include: • Submarine Hull-building Facility, Hazira • Armoured Systems Complex at Hazira for manufacturing, integration and testing of armoured systems • Precision Manufacturing and Systems Complex, Coimbatore for aerospace and missile manufacturing • Advanced Composites facilities at Vadodara and Coimbatore Pinaka Guided Launcher System 155mm/ 52 Cal Tracked Self Propelled Gun K9 VAJRA-T • Strategic Systems Complex, Talegaon, Pune, for weapon and engineering systems and sensors • Strategic Electronics Centre at Bangalore • Marine Switchgear and Control Systems, Navi Mumbai, • A modern shipyard at Kattupalli, near Chennai • A facility at Vizag under the Government Owned Contractor Operated (GOCO) model for a Strategic Program • R&D Centres at Powai and Bangalore for targeted product, systems and technologies • Design and Engineering Centres at Powai and Chennai for warship, submarine and weapon and engineering equipment The Defence Business is structured into two business groups: 1. Defence and Aerospace 2. Defence Shipbuilding 1. Defence and Aerospace Over the years, the Defence and Aerospace (D&A) business has built a portfolio spanning a wide range of indigenous products, systems, solutions, platforms and technologies. This has been achieved through in-house efforts as well as by teaming up with DRDO and participation in the Indian Navy’s indigenisation program for realisation of defence systems within the country. Till date, the D&A strategic business group has indigenously developed more than 250 defence products and over 50 of them have been industrialised and delivered in serial production mode. The business model is uniquely differentiated with a focus on in-house technology and product development, with innovation at the core of our offerings. This is augmented by our mature and equitable partnerships with global majors, to maintain our market lead position in an environment where the Government is aggressively pursuing an indigenisation agenda while most indigenous players are dependent on ToT model to pursue defence production. The business thus continues investing in R&D to develop new age technologies and products such as unmanned systems (all four segments), robotics, additive manufacturing (3D printing) and artificial intelligence. The D&A group also has a Joint Venture (JV) with MBDA, a global leader in missiles and missile systems. The JV is well positioned to indigenously offer advanced missile systems to the Indian Armed Forces. 2. Defence Shipbuilding L&T’s Shipbuilding offers end-to-end solutions for design, construction and through-life support for defence platforms. L&T operates two defence shipyards – one at Hazira Manufacturing Complex and another greenfield mega shipyard at Kattupalli, 221 MANAGEMENT DISCUSSION AND ANALYSIS DEFENCE BUSINESS ANNUAL REPORT 2018-19 L&T built Offshore Patrol Vessels help the Indian Coast Guard keep our shores safe near Chennai. Located across a sprawling 900-acre complex, the Kattupalli Shipyard is India’s largest yard, designed in-house and built to globally benchmarked technological practices. Dedicated design centres for warships and submarines are equipped with latest integrated 3D design, analysis, virtual reality and Product Lifecycle Management tools, interfaced with project management and ERP systems on one hand and production machinery in the workshops, in line with global best practices. This is the only yard in India with Industry 4.0 practices in place and pursuing modular construction based on indigenous solutions. The Shipyard has been largely engaged in New Build and refits / repairs of defence ships of the Indian Navy and Indian Coast Guard. The Shipyard, since 2010, has designed, constructed and delivered 50 Defence Vessels which include a Floating Dock (Navy), Interceptor Boats and Offshore Patrol Vessels (Coast Guard) in record time. The unique capability of the business to achieve on-time or ahead of contractual delivery, performance in all the contracts for Defence Vessels is a benchmark in itself for the Indian Shipbuilding Industry to emulate. Business Environment Over the last five years, the Government of India, in its quest to boost defence manufacturing, has taken substantive steps to ease licensing in defence, promote exports, preferential categorization of acquisition in favour of indigenisation of defence systems, accelerating process of Acceptance of Necessity and RFPs and encouraging private sector participation in the defence sector. The intent of the Government to achieve higher indigenization and self-reliance is visible in the latest policy measures such as Strategic Partnership, simplified Make II procedure, defence corridors in Tamil Nadu and Uttar Pradesh and the draft Defence Production Policy. Defence procurement policies and procedures continue to evolve with earnest and positive impetus towards ‘Make in India’. While various policy initiatives are in the right direction, the challenge resides in time-bound implementation, convergent and concurrent actions. While the GoI has taken steps to ensure ease of doing business by issuing a series of amendments to DPP under 4 rounds of Business Process Restructuring initiatives and also addressed many issues to grant a level playing field, the concerns of private sector remain unaddressed as Defence PSUs are still being preferred for key programs in the pipeline, based on earlier decisions. With these earnest efforts by the Government, the stage is set to leverage indigenous capabilities and infrastructure created by L&T across domains and segments over years to come. Major Achievements • Delivery and commissioning of the 1st Indian Weapon System, for a foreign Navy is a significant breakthrough for L&T 222 Floating Dock Modular Bridging Systems built by L&T give our Armed Forces enhanced mobility • Dedication to the nation of L&T’s Armoured Systems Complex at Hazira by the Honourable Prime Minister in presence of Hon. Defence Minister • Significant weapons systems delivered included K-9 Vajra Howitzers, Pinaka MRLS, BM21, Akash Air Defence Systems – many of which were displayed at the Republic Day Parade • Delivery of multiple weapon launch systems (land and naval), engineering systems and missile systems to the Indian Armed forces • Announcement on operationalization of deterrence patrol by INS Arihant by our Honourable Prime Minister – testimony to the platform’s build quality • Handover of three Offshore Patrol Vessels (OPVs) to Indian Coast Guard – all ahead of schedule. • Benchmark-setting delivery: OPV-1 was the first First-in-Class ship since 1963 to be delivered within the contracted schedule • Ahead-of-schedule deliveries of Interceptor Boats (IBs) to Indian Coast Guard (8 boats in FY 19) New Orders • Supply of 10m short span bridges received from MoD. • Order from MBDA France for MICA missile rear section and launcher integration. Significant Initiatives In addition to the focus on defence manufacturing to serve the Indian Armed Forces, direct exports are being targeted as an additional engine for growth. L&T has been working closely with DPSUs over the years and the relationship was taken to the next level by signing MoUs with BEL and BEML. This will aid L&T and the partners to target specific programs and explore new opportunities for both domestic and international markets. Besides having a strong focus on R&D, digitalisation to enhance productivity, building synergy across work centres and business sustainability, the business is also working on strengthening partnerships to explore and target newer markets. During the year, a new facility for production of Armoured Systems was created in L&T’s Hazira Complex with ‘Industry 4.0’ set-up, which has already started rolling out K9 Vajra-T Howitzers. The business, in its association with DRDO in development of indigenous systems made marked contributions to 17 of the 20 systems for which DRDO conducted successful launch trials during the year, by supplying critical systems such as Launchers, Fire Control Systems, Stabilisation Systems, Missile Airframes, etc. Digitalisation The digitalisation journey for the business dates back to the late eighties with progressive implementation of Computer 223 MANAGEMENT DISCUSSION AND ANALYSIS DEFENCE BUSINESS ANNUAL REPORT 2018-19 L&T has made a vital contribution to India’s first nuclear -powered submarine Aided Design, 3D modelling, Walkthroughs, Virtual Reality, Digital Manufacturing techniques, Laser based Metrology, Integration, etc. These techniques have been applied across the value chain from digital design through platform manufacturing and system integration. In recent years, the business embarked upon utilising Industry 4.0 technologies to make operations efficient and stay ahead of delivery schedules all the times. The business has initiated IoT implementation in manufacturing centres to add a new edge to operational efficiencies. While a range of digital initiatives have already been implemented, many more are in the implementation phase. Environment, Health and Safety The business has displayed exemplary performance on safety track record across work centres and customer locations and also at Business Partners premises. The awards won by Powai and Kattupalli work centres accentuate the resolve for championing safety as our core value. The business continued to focus on the triple bottom line and green initiatives and achieved significant y-o-y reduction in water and energy consumption, keeping sustainability in mind. The Miyawaki forest development project at Talegaon unit has been a unique success story for many to emulate. This has already become natural habitat for fauna, migratory birds, peacocks, etc. Image for representational purposes only Human Resources HR initiatives have been aligned to the overall business strategy by focussing on identifying and grooming high potential talent, critical for having a competitive advantage through various management and leadership programmes. The business has implemented a Technology Leadership Programme to maintain its market leadership position and continue to focus on development of niche technologies. Attention to leadership and talent development continues as a business imperative. Further, with renewed emphasis, the business has embarked on an employee engagement initiative to retain, grow talent and continue to be an employer of choice. Risks and Concerns The defence sector as a whole, exhibits a cyclical nature in terms of business growth opportunities. In L&T’s case, a bouquet of products across segments, developed through in-house efforts, has ensured that the risk is limited to deferment of orders. The impact of diversion of funds to social spending ahead of the Lok Sabha elections and GST reimbursements to OEMs may impact the project awards and progress. Outlook Defence Business The Defence Production Policy awaiting final clearance by the Government has set clear targets for the quantum of 224 Tactical Unmanned Aerial Vehicle designed and built by L&T L&T has provided systems for most of India’s space missions - including those to the moon and Mars defence production, both domestic and exports by 2025. The policy explicitly lists 13 segments for which indigenous capability will be built and imports will be disallowed. This augurs well with the industry to develop capabilities and capacities over a mid to long-term basis. The company has already been working in capability and capacity building in many of these segments and has a proven track record in many of them. Since 2014, programs worth more than R 4.5 Lakh crores have been cleared for acquisition with 2/3rd of them categorised for Indigenous acquisition. The Private Sector has been allowed to compete for more than 50% of the programs categorised as indigenous acquisition – a major change compared to preceding five years, when it was below 5%. The defence production market shows promise of significant pick-up in the medium to long term as the Government implements some of the policy initiatives still in the pipeline. The Indian Navy’s aggressive fleet expansion plan, combined with the ‘Make in India’ initiative of the Government provides wider opportunities to Indian shipyards for construction of warships and submarines for defence forces. Aerospace Business The Indian Space Research Organization (ISRO) has started working on its ambitious plan of Gaganyaan 2022 and has also initiated actions to involve the industry in Launch Vehicle Integration which is likely to create sizeable opportunities. In-line with this, L&T and HAL have signed a consortium agreement to produce the complete launch vehicle for ISRO. The strategic partnership policy has been created to bring in private sector participation in addition to the production lines of the DPSUs for manufacturing defence platforms within the country. During the year, two programs have been approved for procurement under SP viz. Naval Utility Helicopters (NUH) and Program 75(I) for construction of Conventional AIP Submarines indigenously. While, the EoI for NUH program has been released for Indian and Foreign OEMs in FY 2018-19, the same is expected for P75(I) in the first quarter of FY 2019-20. L&T, having been a vital contributor for indigenous production with experience across segments, is well placed to be a Strategic Partner to the Government of India and indigenously build platforms that were earlier fully imported or assembled with dominating import content. 225 MANAGEMENT DISCUSSION AND ANALYSIS ELECtRICAL & AUtOMAtION BUSINESS ANNUAL REPORT 2018-19 ELECTRICAL & AUTOMATION BUSINESS Overview: L&T’s Electrical & Automation business is a leading provider of electrical equipment in India. It is structured into two Strategic Business Groups (SBGs) – Products SBG and Projects SBG. The business is engaged in manufacturing low and medium voltage electrical switchgear products (both standard and customized), energy meters, apart from executing projects in the control & automation space. The products are widely accepted in both domestic and international markets, particularly in South East Asia, the GCC, select African geographies and the UK. L&T’s low voltage switchgear commands the highest market share in India. Its medium voltage switchgear products enjoy a market-leading share in Malaysia. The Company’s low voltage switchgear is manufactured at three locations in India - Vadodara, Mahape (Navi Mumbai) and Ahmednagar. The medium voltage product segment has two manufacturing units, one in India (Ahmednagar) and the other in Malaysia. The low voltage switchgear and agricultural products are marketed through a network of over 650 stockists. City Command & Control Centre, Vadodara Municipal Corporation. L&T is one of the largest manufacturer of single- phase energy meters in Asia and enjoys a market- leading position. The range of automation products, such as drives and PLCs, are sold through around 75 Integrated Solution Providers. In addition, it also serves the retail market through a network of 165 Retail Distributors (called Primary Trading Partners) and around 350 Distribution Select Partners (DSPs). The business serves a wide range clients across sectors – metro rail, airports, renewable energy/ solar, defence, hospitals, educational institutions, data centres, realty projects, auto, food & beverage, chemical, pharma, textile, sugar, automobile and steel. Additionally, the business supports the Indian agricultural ecosystem through innovative control-gear products as well as new-generation solar-energy supported products. The industrial automation presence of the business is supported by an in-house manufacturing capability for control panels, strong in-house design and development teams and its own copyright software solution – i-Visionmax®. It also has tie-ups with global players in the automation industry. The business has five DSIR-approved R&D facilities and two NABL-accredited testing laboratories to test products across diverse parameters. The 226 L&T offers India’s widest range of switchgear to a variety of sectors design and development team collaborates with international laboratories, testing centres and academic institutions. The business is supported by state-of-the-art tooling facilities which produce a range of high-precision tools to serve the needs of the business as well as those of external customers. The business has an international presence through its subsidiary, the TAMCO group of companies, which manufactures low and medium voltage switchgear. It caters to international markets, i.e. the Middle East, Europe, Africa, North and South Asia, Australia and New Zealand. L&T Electrical & Automation FZE (LTEAFZE) is a 100% subsidiary of L&T International FZE. It is located at Jebel Ali Free Zone in Dubai and caters to customers in the Middle East and Africa. It provides turnkey engineering, assembly, integration of electrical, instrumentation and telecommunication solutions. LTEAFZE currently is doing work for two major projects in GCC, notably the Doha and Riyadh metros. L&T Electrical & Automation Saudi Arabia Company Limited (LTEASA), located at Dammam in Saudi Arabia, is a wholly owned subsidiary of L&T. It offers to the Gulf market a spectrum of products and services, such as Air Insulated Switchgear (AIS), Gas Insulated Switchgear (GIS), Ring Main Units, LV Switchgear and Motor Control Centres (MCC) - fixed / draw out, pre-fabricated / packaged sub-stations. Henikwon Corporation is a leading manufacturer of low voltage and medium voltage bus duct systems for the building and infrastructure segments. It caters to customers in South East Asia, India and the Middle East. Servowatch Systems Limited, Bond Instrumentation & Process Control Limited and Servowatch Inc, (USA) offer technology in the control & automation space for marine applications as well as other emerging segments. It is recognised as a global leader in system integration for modern naval platforms, super yacht installations and commercial marine operators. Business Environment FY 2018-19 witnessed several technological shifts – from PLC (Programmable Logic Controllers) to PAC (Programmable Automation Controllers) in the equipment space, the emergence of IIoT analytics to facilitate monitoring and service management and the emergence of intelligent solutions. These are some of the key factors fuelling the market growth for the business. Additionally, the business is very sensitive to macro-economic situations and scenarios, including Government policies and macro- economic stability. 227 MANAGEMENT DISCUSSION AND ANALYSIS ELECtRICAL & AUtOMAtION BUSINESS ANNUAL REPORT 2018-19 Air-insulated Switchgear In order to reduce AT&C (Aggregate Technical & Commercial) losses, the Government has launched a scheme to convert all energy meters to smart prepaid meters. This bodes well for the metering business of the Company. Revision in agricultural MSP, targeted improvement of farmers income and other such initiatives have led to increased demand. The business has seen improved prospects from industries like textiles, Infrastructure and from Government-funded schemes like DDUJY and IPDS. Growth opportunities have arisen from segments such as affordable housing, airports, renewable energy, hospitals, educational institutions, data centres and telecom. The trade war between the US and China and the Brexit chaos pose risks at the global level. However, the Indian economy continues to move from strength to strength and reap the benefits of the economic slowdown in China. Cues of pick-up in Malaysia can be seen, while Gulf countries continue to be sluggish, with no sign of revival in sight. However, the swinging oil prices and plans for expansion in this space have led to increased capex outlay in GCC countries like the UAE, Kuwait and Iraq. Major Achievements • Grants for 34 patents, 33 trademarks and 26 design applications in India, as well as 3 foreign patent grants (one each in China, Malaysia and Europe). • Electrical Standard Products business - 20% Healthy New Product Intensity (NPI) index powered by focused R&D activities • Electrical Systems & Equipment business - Breakthrough in Africa for business with an order from the Dangote Group. - Attained success with wind players - Ahmednagar Switchgear Works factory has become the first Indian factory approved by global wind majors Significant Initiatives Multiple value engineering and procurement optimisation measures have helped generate operational cost- efficiencies and savings, across the business. A few, key vertical-specific initiatives include: Electrical Standard Products - Total Quality Management (TQM) remained a key focus area for business. It has applied for the coveted Deming Prize – the highest Quality award – which will help the business to garner further opportunities from international markets. - New products introduced included MCCBs and variants of Omega ACBs for new emerging markets, contactors 228 Smart Meters for power quality control, the ENGEM range of wiring accessories, products for the agriculture segments, etc. Metering and Protection Systems Ongoing implementation of operational excellence initiatives such as Value Engineering, Lean Manufacturing, 5S, etc. have helped it to achieve cost efficiencies and to remain competitive. Switchboard Business By shifting its low voltage switchboard manufacturing operations from Ahmednagar to Coimbatore the business has increased its manufacturing capacity for medium voltage products. Electrical Systems and Equipment - Introduced a range of new products for the utilities segment i.e. feeder pillars, CSS (Compact Sub Stations) and Front RMU (Ring Main Unit) with FRTU (Feeder Remote Terminal Unit) - New products for infrastructure projects (metros, airports, smart cities and high-end residential complexes) in global markets: Sub-Main Distribution Board (SMDB) and GIS for the wind segment Control and Automation - Successfully developed its in-house AC drives of Series 690V and MV range, thereby reducing dependence on imports. - Upgradation of the in-house developed SCADA i-Visionmax® which is gaining increased acceptance in the market. Digitalisation The business has embarked on number of enterprise-wide transformation initiatives towards digitalisation and data analytics in alignment with its business strategy. These include: - Project Maitri – IoT-based Smart Asset Management Solution - Asset Intelligence Management - Collaboration, Document Management System, Workflow Management - Digital Training & Education - Augmented Reality - Virtual Factory Visit (VR) - Sales Force Automation solutions 229 MANAGEMENT DISCUSSION AND ANALYSIS ELECtRICAL & AUtOMAtION BUSINESS ANNUAL REPORT 2018-19 Switchboard installation at a national infrastructure site SCADA Systems Environment, Health and Safety Energy conservation remained a major focus area in FY 2018-19 across all manufacturing locations. Various initiatives undertaken have saved total energy of 2392491 kWh. Notable conservation initiatives across all manufacturing locations include the use of LED lights, optimum temperature setting for ACs, installation of solar panels to reduce conventional energy consumption and the implementation of energy-saving options on CNC machines. Regarding safety, seven Lost Time Incidents were reported during the year from different project sites and factories of the business. There were no accidents reported at the Mahape, Ahmednagar, Coimbatore and Mysuru locations. The business has increased safety training man-hours. During the year, it spent 88% more man-hours in training in comparison with the last financial year. This has resulted in higher safety awareness among employees and consequently fewer Near-Miss Incidents in the year. Human Resources The sustained focus on employee development and engagement complements consistent business results. Enhanced workforce productivity is testament to innovative HR initiatives implemented year after year. The unique leadership development framework of STEP initiatives equip managers with the necessary leadership competencies required at different managerial levels. The business’s ability to scale-up operations through the right talent mix as well as to provide an eco-system conducive to high performance, reflects a robust engagement matrix. Engagement frameworks on Rewards & Recognition (R&R) including Annual Awards and My-Day-My-Way stand out amongst the most popular and widely recognised initiatives across the business. Beyond engagement outcome and predictors, several human capital initiatives are designed to suit the business’s strategy. Risks and Concerns Some parts of the businesses such as Meters, Control & Automation projects and supply of products to utilities are dependent on Government contracts and the stability of the Government’s policies is essential to its growth. This risk is mitigated by an attempt to diversify the customer base. Private sector investments are also a driver for the business’s growth. Political and policy stability will, in turn, determine private sector growth. Any instability is a risk to the business and mitigation is again being attempted through a focus on products in emerging technologies, such as solar, in which projects are likely to be relatively Government and policy-agnostic. 230 Range of U Power Omega Air Circuit Breakers The increasing barriers to imports in some of the GCC countries resulting from an emphasis on local content and presence poses a challenge. Country-specific business models to deal with local legislation in this regard are being mooted to mitigate this risk. The oil & gas industry is a major customer for the business across geographies. Investment in this space is directly related to the stability of oil prices. A more balanced customer base with increased focus on new technologies, i.e., renewables and infrastructure, are mitigation approaches. Outlook GDP growth in India is expected to be at around 7% and CPI & WPI Inflation remained subdued. To fuel industrial growth, RBI announced rate cuts with a focus on improving credit and liquidity. Significant opportunities will be provided to the business by new infrastructure, public transport systems, airports and support to renewable energy. Government programmes like UDAY, Smart Cities, Smart Grid, Pradhan Mantri Krishi Sinchayee Yojana, Pradhan Mantri Kisan Samman Nidhi Yojana, Digital Villages, India’s Electric Vehicles mission and increased focus on renewable energy will provide new opportunities for the business. Opportunities in the GCC region will emerge from the impetus to large renewable energy projects, the creation of new urban infrastructure and an increased focus on automation across sectors, notably in oil & gas. Growth in Africa is also expected to increase and the presence of the business in select geographies will be beneficial. During the early part of FY19, L&T entered into a definitive agreement with M/s Schneider Electric, a French multinational company, to divest its Electrical & Automation business in line with the Company’s policy to exit non-core businesses, subject to approvals from regulatory authorities. The Competition Commission of India in its letter dated April 18, 2019 has accorded approval, subject to certain amendments the details of which are awaited. 231 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2018-19 HYDROCARBON BUSINESS Overview: L&T’s Hydrocarbon business provides integrated ‘design to build’ turnkey solutions for the global oil & gas industry and fertiliser sector. The Company executes projects for oil and gas extraction and processing, petroleum refining, chemicals and petrochemicals, cross-country pipelines and terminals. In-house capabilities range from front-end design through detail engineering, procurement, fabrication, project management, construction and installation up to commissioning services. L&T’s Hydrocarbon business is housed primarily in a wholly owned-subsidiary, L&T Hydrocarbon Engineering Limited (LTHE). The business has a fully integrated capability chain, including in-house engineering and R&D centres, world-class modular fabrication facilities as well as onshore construction and offshore installation capabilities. Major facilities in India include Engineering & Project Management Centres at Mumbai, Vadodara and Chennai, as well as Fabrication Yards at Hazira (near Surat) and Kattupalli (near Chennai). The Company’s overseas presence is primarily in the Middle East, i.e. in the UAE (Sharjah), Saudi Arabia (Al-Khobar), Kuwait and Oman (Muscat). The business also has a major Modular Fabrication and Heavy Engineering Facility at Sohar in Oman. 232 40,000 MTPA Melamine Plant for Gujarat State Fertilizers & Chemicals, Vadodara, India The business caters to clients across the hydrocarbon value-chain through the following business verticals: Offshore Lumpsum turnkey EPCIC solutions are offered to the global offshore oil & gas industry encompassing wellhead platforms, process platforms and modules, subsea pipelines, brownfield developments, offshore drilling rigs (upgrade and new-builds), floating production storage and off-loading (FPSO) modules, deep-water subsea systems, offshore windfarm projects and decommissioning projects. The business has comprehensive engineering capabilities covering the complete project life cycle from feasibility studies, concept, FEED, 3-D model based detailed engineering, special studies to commissioning for offshore projects. The offshore capability is supplemented by a self-propelled heavy-lift-cum- pipe-lay vessel – LTS 3000 – held in a joint venture with Sapura Energy Bhd and a recently-acquired pipe-lay barge – LTB 300 – which will be an enabler in augmenting the Company’s offshore installation capabilities. Onshore The business vertical provides EPCC solutions for a wide range of onshore hydrocarbon projects covering upstream oil & gas processing, refining, petrochemicals, fertilisers (ammonia & urea complexes), cryogenic storage A fully-integrated gas platform - the heaviest in Saudi Aramco’s history - installed by float-over method at Hasbah Field in Saudi Arabia tanks and LNG regasification terminals and cross-country pipelines. The business has a track record of successful simultaneous execution of multiple mega projects having diverse technologies from process licensors like UOP, Axens, Haldor Topsøe, Lummus Technology, Scientific Design, Black & Veatch, Ortloff, Air Products, ExxonMobil, Merichem, Foster Wheeler, Casale, BOC Parsons, Invista and Davy Process Technologies. The Company’s Design Engineering Centres – L&T Chiyoda for onshore engineering and L&T GULF for pipeline engineering – enable it to offer its clients the complete spectrum of FEED, process and detailed engineering. In-Kingdom EPC prospects in Saudi Arabia are addressed through the Company’s subsidiary, LT Arabia, registered as an IKEPC Company. Construction Services This business vertical renders turnkey construction services for refineries, petrochemicals, chemical plants, fertilisers, gas gathering stations, crude oil & gas terminals and underground cavern storage systems for LPG and cross- country oil & gas pipelines. Its major capabilities include heavy lift competency, application of 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 machines and other plant and machinery for electro- mechanical construction works. The business has executed projects for major private sector customers as well as major oil PSUs. 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. Modular Fabrication Services Comprehensive modular solutions are offered, with a unique combination of Modular Fabrication Facilities backed by rich and extensive experience in Project Engineering, Procurement and Installation / Construction, Testing and Commissioning (EPIC/EPCC) in both Offshore and Onshore domains, in primarily the oil & gas sector. This includes fabrication and supply of modules and static equipment for offshore oil & gas fields, refineries, petrochemical plants and fertiliser complexes. World-class modular fabrication facilities are strategically located at Hazira (India’s west coast), Kattupalli (India’s east coast) and Sohar (Oman) with a combined annual capacity in excess of 2,00,000 MT (depending on the product mix). These 233 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2018-19 3-D model of Normal Paraffin & Derivative Complex under execution for Farabi Petrochemicals at Yanbu, Saudi Arabia One of the 4 decks of SFNY-4D project installed in Safania Field for Saudi Aramco facilities offer year-round delivery capability with robust QHSE performance and are equipped with state-of-the-art infrastructure and machinery for operational and logistical flexibility, project management and cost competitiveness. The business is also equipped to supply foundations and other modules for offshore wind farm projects and modular e-houses. These all-weather waterfront facilities have easy access to clients across the globe and have load-out jetties suitable for the dispatch of large and heavy modules via ocean going vessels and barges. Advanced Value Engineering & technology Services (AdVENt): The Company’s erstwhile Engineering Services vertical has been restructured into a specialized vertical. Known as ‘AdVENT’, it offers customer-centric solutions for the Hydrocarbon industry and emerging industries while addressing the specific needs of the changing energy sector. Leveraging its expertise in high-end engineering and execution of large-scale technologically complex EPC projects, AdVENT delivers comprehensive solutions encompassing Design & Engineering, Project Management, Strategic Project delivery, Modularisation, Asset Management and Turnaround Services. AdVENT is involved in implementation of indigenous 2G (Second Generation) Ethanol Technology through upcoming plants based on agro-waste under the National Biofuel Policy. Business Environment FY 2018-19 witnessed fluctuating commodity as well as currency markets. Oil prices exhibited significant volatility with Brent crude price soaring to USD 86 per barrel in early October 2018 and subsequently nosediving to a low of USD 51 in December 2018. However, the business environment in the Middle East for oil & gas projects is quite buoyant, with large-scale projects under various stages of development. There are now visible signs of higher capital expenditure in both Onshore and Offshore businesses. Saudi Arabia has reported a rise in oil and gas reserves up to 268.5 billion barrels. Abu Dhabi has passed an AED 132 Bn budget for the next 5 years, with increased focus on gas production, unconventional and new developments. Also, ADNOC is allowing more international companies to independently mine for oil & gas. However, localisation content and value norms in the GCC countries are becoming intense, with significant weightage given while awarding projects. Indian refineries are in a healthier financial position due to higher refining margins and a lower subsidy burden. 234 LTB 300, a pipelay-cum-work barge undertaking offshore installation Significant investments are planned by PSUs in the debottlenecking of existing assets, expansion of existing refineries and integrating refineries with petrochemical complexes. The Government has its focus on the LNG Infrastructure. Consequently, it has slashed the import duty from 5% to 2.5%. Also, enhanced oil and gas recoveries are subsidized by the Government for royalties. The Indian market is becoming increasingly attractive to international competitors, with India’s ambitious plan to enhance its refining capacity by 2030. Consolidation continues in the industry as service providers seek to create value through integrated offerings to clients. Intensity in competition is increasing by the day, with the prevalence of predatory pricing among service providers. Major Achievements Offshore Projects Completed During the year, the offshore vertical handed over three wellhead platforms ahead of schedule to ONGC for their Neelam Redevelopment Project. The balance process platform, along with an associated bridge, is progressing on schedule. The Company also completed Transportation & Installation (T&I) for Daman Development Project and achieved substantial completion for ONGC’s Pipeline Replacement Project – 4 (PRP4) project. It also completed the Safaniya 4 Deck project and upgraded 17 Tower Cranes for Saudi Aramco. Orders Won • EPCI contract in consortium with Subsea7 for three oil production deck manifolds and subsea pipelines in the Zuluf and Berri Fields of Saudi Aramco. • Contract in consortium with Baker Hughes and McDermott International for ONGC’s largest deepwater oil & gas project, the development of block DWN-98/2 in the Krishna Godavari basin. • EPCI contract from ONGC for development of Cluster 8 marginal field involving three wellhead platforms, 1 bridge-connected wellhead-cum-riser platform, a ~59 km pipeline, 3 clamp-on structures and modification of two platforms. Onshore Projects Completed • Gathering Centre, GC-30, in North Kuwait for Kuwait Oil Company • SNDC-2 and KDC-2 projects for PDO, Oman 235 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2018-19 Saih Nihaydah Gas Compression Project (SNDC2) for Petroleum Development Oman (PDO) • Off-gas treatment (urea plant) was successfully • First breakthrough project in Algeria – EPCC contract commissioned for GSFC from Sonatrach for South West Gas Fields Development Project. • Mechanical completion of a melamine plant for GSFC • Mechanical completion for IOCL Haldia’s Coke Drum System Package (CDSP) Construction Services Projects Completed Orders Won • Two fertiliser plants of 2,200 TPD ammonia and 3,850 TPD urea at Barauni (Bihar) and Sindri (Jharkhand) on EPCC basis in consortium with TechnipFMC from Hindustan Urvarak and Rasayan Limited (HURL) - a major breakthrough in the fertiliser segment, offering complete ammonia plants. Successful commissioning of ROGC, PCG DTA, PX-04, MEG, LDPE and ECSP plants for Reliance Industries Limited, Jamnagar. Orders Won • Pipeline and associated works in the south-eastern region of India from IOCL • Upgradation of facilities of Mangala Terminal at Barmer • Seven cracker furnaces of 1200 KTPA Dual Feed Cracker Unit (DFCU) on EPC basis from HPCL-Mittal Energy. for Vedanta • EPCC order from IOCL for 357 KTPA Mono Ethylene Glycol (MEG) Plant and a 180 KTPA Ethylene Recovery Unit (ERU) under LSTK-1 Package. • EPC contract from KOC for installation of New Strategic Gas Export Pipelines, 48” diameter, spanning 145 km from North Kuwait to Mina Al Ahmadi Refinery. • Additional scope in existing contracts Modular Fabrication Projects Completed • Launching of Hasbah II Tie-in Platform (TP-II) - the heaviest Gas Platform in Saudi Aramco’s history. • Supply of fabricated and modularised CCR, NHT, MHC Heaters to JNK Korea for Dangote Oil Refining Company Limited, Nigeria. 236 Construction of the world’s largest ethylene cracker (1.4 MMTPA) for Reliance Industries, Jamnagar, India Orders Won The business secured a breakthrough order from an international customer for process and pipe-rack modules. AdVENt Orders Won • EPCM contract for an ethanol production unit from the off-gas of IOCL’s Panipat refinery • Various projects from BASF Corporation, BHEL, Cairn Oil & Gas, IOCL, Coromandel Fertilizers, Gujarat Chemical Port Terminal Company Limited, ONGC, SKI Carbon Black, Gujarat Alkalies and Chemicals Limited and others Significant Initiatives The business has a vision: to ‘Revolutionize the Hydrocarbon Industry’ and a mission of ‘Execution Par Excellence’. The Company lays continued emphasis on sharper bidding to enhance its market share and execute projects within time and cost to protect bid margins. The business continued its journey with its Operational Excellence initiative, which aims to achieve refined cost structures, align operations for timely project deliveries and optimize fund deployment. This initiative has yielded results for the Company, reflecting in enhanced cost-competitiveness in its bids and further improvement in its bottom-line for projects under execution. The business has now embarked on an initiative for cost-reduction through Design Value Improvement. Its capability-building initiative has led to significant progress in terms of building portfolio and project leadership as well as functional group development. This initiative aims to build globally benchmarked project leadership teams to execute large international projects and develop and institutionalize an international project capability development engine. Through its Perspective Plan 2026, the Company lays strategic thrust on new business segments like Offshore Wind Energy and is gearing up for emerging Waste-to- Value projects. Digitalisation The Company is geared towards introducing and implementing innovative practices and has adopted digital technology for global delivery. The Company is enhancing its current practices through digital / new-age technological advances including Integrated Project Management System (IPMS). The 237 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2018-19 Laying of 36” x 67 km-long natural gas pipeline from Anjar to Mundra in Gujarat for Gujarat State Petronet Limited on EPC basis Load-out of BSE-11A Topside for Bassein Development 3 Well Platform & Pipeline Project of ONGC from Modular Fabrication Facility at Hazira, India business has also launched digital fabrication and construction initiatives in order to improve productivity. Environment, Health and Safety Much emphasis is laid upon the Environment, Health, Safety and Sustainability aspects of the Company. It remains committed to achieving HSE excellence at the workplace and beyond by continuously striving to improve, protect and develop the health, safety and environmental assets of its employees and stakeholders. The business strongly believes that every incident is preventable and is committed, through its ‘Zero Incident Credo’, to providing a safe and healthy workplace. During the year, the business delivered over 112 million safe man hours at a stretch across a dozen successful projects both in domestic and international markets. All the three Modular Fabrication Facilities maintained a zero Lost Time Injury (LTI) record for the financial year. The Company drives HSE excellence across the EPC value chain from engineering to commissioning of projects, applied to all stakeholders by reinforcing a safe working culture through various initiatives: • HSE Assurance Audits were initiated and carried out for all the verticals to ensure the effective implementation of the HSE management system across the business. • Theme-based campaigns were observed on World Environment Day, Fire Service Week, L&T Safety Day, Road Safety Week and National Safety Day to create awareness and engage employee and contractors on HSE aspects • Conducting various HSE training programmes, mock drills, near-miss incident reporting The business received recognition of the safe practices by way of following accolades: • National Safety Council Award for the Lowest Accident Frequency Rate in September 2018 • Safety Innovation Award 2018 for implementing Innovative Safety Management Systems by the Institution of Engineers (Delhi) • Golden Peacock Environment Management Award for 2018 for commitment towards Environment Management • Challenger’s Award – Mega Large Business in Engineering Sector at the Sustainability 4.0 awards 2018 co-hosted by Frost & Sullivan and the Energy and Resource Institute • ASSE GCC HSE Excellence Platinum Award & Gold Award for 2018 for Management of Driving Safety 238 Load-out of two mega Tie-in Platforms (7000 MT each) for Hasbah Field, Saudi Aramco from L&T Hydrocarbon Engineering’s Oman facility As a responsible corporate citizen, the Company is determined to continue operating in an environmentally sustainable manner by preserving resources, mitigating negative impacts and improving efficiency. The Company received the Sustainability 4.0 Award 2018 under the Challengers Category from Frost & Sullivan and TERI. Human Resources The business focuses on acquiring a unique and diverse set of talented and passionate individuals. It has adopted various policies and initiatives for the sustenance of healthy employee relations, employee growth and development as well as work satisfaction. The organisation utilises state-of-art training infrastructure and resources to develop the project management skills as well as functional and leadership competencies of its employees. It also nurtures and grooms talent. The design and deployment of the GENIE Engagement survey and the GPTW with the subsequent business-specific and managerial level interventions undertaken and communicated through the multiple forums of ‘IGNITE’ like ‘Town Hall’, webcast, video conferencing bears testimony to the commitment to create a highly engaged work-force. The Company inculcates a culture of appreciation through various Reward & Recognition interventions. The ‘I-TOO’ recognition framework, initiatives like ICONS, Long Service Awards, Talent Champions, Team Building Workshops, non-monetary recognition events, etc., are periodically undertaken to enhance the employee motivation. Risks and Concerns The major risks – such as impact of fluctuating oil process, onerous contract terms by client, tight schedule, counterparty risk, localization requirements, forex exposure, vendor default, delay in material delivery, QHSE, Productivity, etc. – are mitigated through specific actions like operational excellence initiatives, alliances, cost optimisation, improved customer intimacy, compliance with stringent QHSE standards, proactive hedging, strong contract and claims management and identification of key personnel and talent at the pre-bid stage. Localisation is increasingly becoming a key differentiator. ADNOC is driving an In-Country Value (ICV) programme, while Saudi Aramco is driving an In-Kingdom Total Value Add (IKTVA) programme with the objective of growing and diversifying their economies and creating opportunities for their nationals in the private sector. The Company has executed a Memorandum of Understanding with Saudi Aramco for commitment to IKTVA with a Five Year Plan. The South East Asian region continues to protect local players under the ‘Bumiputra’ concept. 239 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2018-19 Mangalore Aromatic Complex for ONGC-Mangalore Petrochemicals Limited, India Proactive Risk Management is an integral part of the overall governance process to identify, segregate, mitigate, control and monitor various risks at all levels – business, prospect and operational. The Company’s risk management policy and guidelines have enabled it to create a consistent set of standard tools and templates, incorporating global best practices and procedures. This enables the Company to build the ability to anticipate challenges and opportunities in order to achieve its strategic objectives. Outlook US oil production is expected to grow by around 1.2 million barrels per day in 2019, and will be balanced by production cuts by OPEC countries and their allies. Oil prices are expected to be range-bound around USD 60 to 70 per barrel during FY 2019-20. India will be Asia’s fastest-growing economy in the next four years i.e. 2019-23. Oil demand in India is growing at CAGR of about 4.5%. The gas energy mix is expected to shift from the current level of 6.5% to about 15% by 2022. India is planning to double its annual gas production to 60 BCM by 2022. The Government of India is incentivizing Enhanced Oil Recovery (EOR) projects. Also, India has an ambitious plan to enhance its refining capacity from about 248 MMTPA to about 438 MMTPA by 2030. The Indian Government is keen on India’s becoming a gas- based economy. This will provide significant opportunities for LNG import terminals and gas pipelines. India is the fourth largest LNG importer in the world. LNG imports into the country accounted for about one-fourth of total gas demand, which is estimated to double over the next five years. The Government of India aims to increase the use of biofuels / alternative fuels to cut its oil import bill by 10% by 2022 and plans to build 2-G ethanol plants using agricultural residue. The Company is well poised to undertake execution of these 2-G ethanol plants and is gearing up for other Waste-to-Value projects. This serves as a significant opportunity to the business in upcoming years. During the year, 55 oil and gas exploration areas were awarded under the first round of Open Acreage Licensing Policy (OALP). The Government has auctioned an additional 14 blocks in the second round and 23 blocks in the third round. ONGC is also planning to invest USD 3 billion to explore ultra-deepwater fields in Cluster 3 on the east coast of India. E&P activities are also picking up in Vietnam and Myanmar. Refinery capacity additions of about 17 MMTPA along with petrochemical integration are planned in FY 2019- 20. Deregulation of fuel prices is encouraging overseas companies to invest in retail and refinery projects. India’s domestic polymer demand is growing at about 8.5% per annum and India is currently the net importer of polymers. 240 Group Gathering Station-11 for RIL’s Coal Bed Methane Field Development Project, Shahdol, Madhya Pradesh Panoramic view of PTA Plant for JBF Industries, Mangalore The widening demand- supply gap for petrochemicals, coupled with enhanced returns for integrating petrochemical complexes vis-à-vis standalone refinery, is driving the integrated refinery and petrochemical complex model. There is increasing thrust on modularization to reduce site presence. Modular Fabrication and AdVENT businesses are aggressively exploring alternative product lines as well as strategic partnerships to enhance yard utilisation and provide integrated modular solutions. In the international arena, GCC region and Algeria will see higher outlays for gas, downstream and petrochemical projects. Saudi Aramco plans to invest over USD 140 Bn in oil, gas and petrochemical projects over the next five to six years. The UAE is planning a USD 36 Bn spend over the next five years, with a focus on gas production. Kuwait is also diversifying into the petrochemicals segment and has announced a USD 115 Bn investment plan, roughly divided equally between the upstream and downstream sectors. Qatar is planning to invest to USD 5 Bn in the offshore sector to increase its LNG Liquefaction Capacity to 100 MMTPA. These prospects will provide significant business opportunities for the Company in the region. Algeria has plans to invest about USD 55 Bn in the next 5 years. The recent breakthrough in Algeria will open up significant opportunities for the Company to leverage its modular fabrication capabilities. Shale gas / oil will continue to drive petrochemical and LNG liquefaction investments in the US, which will offer opportunities for high value engineering and modular fabrication services. On the other hand, competition intensity is expected to remain high with predatory pricing, especially by competitors with large underutilised assets. Also, clients are expecting EPC contractors to share the benefit of value addition over the tenure of the project. However, the business is confident of maintaining its credo of being cost-competitive and ensuring on-time delivery of large, critical and complex projects, worldwide. The business will accomplish this by virtue of its customer focus and responsiveness, sustenance of experienced and highly skilled human resources, world-class Quality and HSE practices, a culture of excellence, distinctiveness in corporate governance, extensive IT-enabled processes, digitalisation and state-of-the-art IT security practices. 241 MANAGEMENT DISCUSSION AND ANALYSIS INFORMAtION tECHNOLOGY BUSINESS ANNUAL REPORT 2018-19 INFORMATION TECHNOLOGY BUSINESS Overview: Larsen & Toubro Infotech Ltd. (LTI) is a global technology consulting and digital solutions company helping more than 300 clients succeed in a converging world. With operations in 30 countries, it goes the extra mile to help clients accelerate their digital transformation with LTI’s Mosaic platform enabling their mobile, social, analytics, IoT and cloud-based journeys. Founded 20 years ago as the information technology arm of the Larsen & Toubro group, LTI’s unique heritage gives it an unrivalled real-world expertise to solve the most complex challenges of enterprises across all industries. LTI is headquartered in Mumbai and has a presence across the globe, significantly in North America and Europe. Its clients comprise some of the world’s largest and most well-known organisations, including over 65 of the 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 and maintenance, enterprise solutions, infrastructure management services and cyber security, testing, analytics, AI and cognitive, enterprise integration and mobility and platform based solutions. 242 LTI’s global headquarters in Powai, Mumbai, To augment its digital capabilities, LTI announced two acquisitions in FY19. In January 2019, it acquired Ruletronics, a Pure-play Pega® consulting and implementation company with offices in the UK, USA and India. In February 2019, it acquired Germany based NIELSEN+PARTNER (N+P), an independent Temenos WealthSuite specialist. This acquisition is synergistic to Syncordis acquisition that LTI announced in 2017. Together with Syncordis, N+P strengthens LTI’s capabilities as a global expert in Temenos suite of products and enriches offerings to Banking clients. LTI is at an inflection point. It is right sized to re-skill its employees with digital technologies while having the resources of an established player to invest in capabilities enhancement, which would power its multi-year growth trajectory. Business Environment The global IT-BPM industry grew by 4.9% and the IT-BPM market excluding hardware stood at USD 1.4 trillion in FY 2018-19. Indian IT-BPM industry revenues excluding hardware stood at USD 162 billion in FY19. The industry added ~USD 11 billion in incremental revenues last year, representing year-on-year growth of ~7% in USD terms. IT-BPM export revenues for the industry for FY19 are expected to reach USD 136 billion, a growth of 8.3% over the past year. Domestic IT-BPM revenues are estimated at R 1.5 trillion, a growth of 6.6% from R 1.4 trillion in FY18. Mosaic Experience Center at LTI Headquarters, Mumbai LTI’s state-of-the-art Delivery Centre in Johannesburg, South Africa Digital revenues grew more than 30% to reach USD 33 billion and now represents over one-fifth of the IT industry revenue. Primarily there are six technologies from the suite which are driving this phenomenal growth – Intelligent Automation, Robotics, Cloud, IoT, Immersive Media and Blockchain. In the age of digital technologies, the IT industry has been adept at building the necessary skills and capabilities to address new and changing customer demands. Over the past few years, firms have made substantial investments in building their portfolio of capabilities around these technologies and have set up a number of labs and Centres of Excellence to deliver digital services to customers. Technology-led operations is a big business driver for large Banking and Financial services clients and the business is also witnessing APIfication of the application landscape to drive simplicity. In the Insurance sector, digital is driving an unprecedented shift towards lower cost structures and greater agility while focusing on enhancing the customer experience. In the manufacturing sector, especially in the automotive space, the OEMs are re-evaluating their spend priorities in the light of transformative changes based on the convergences of disruptive forces including connectivity, electrification and autonomy. These changes have provided LTI opportunities in digital customer experience, increased spending on analytics, platform for launch of mobility services, etc. Given the volatility in commodity prices, energy clients continue to evaluate their capital spend with prudence to manage their profitability. The advent of new technologies has flooded the market with new players and blurred the lines between Telecom, Media and Hi-Tech companies. Adding to these complexities, consumers are moving towards new digitalised sources for their content like voice command devices, wearable devices, application based streaming, etc. Amid all this technological change, media companies are forced to re-imagine both their business models and their systems to align to new market and digital realities. Major Achievements 1. A leading payments company in the Nordic region chose LTI as its primary IT partner post vendor consolidation 2. A world leader in vertical transportation has chosen LTI as its strategic partner for implementing Microsoft Dynamics 365 as their core platform to transform their services business in the areas of Sales, Call Centre and Field Services 3. Selected by a global fintech company to provide agile assurance support for building an industry leading wealth management platform 4. A global life sciences major, a new client, has awarded LTI a multi-year strategic deal for end- to-end SAP support, maintenance, analytics and enhancement 243 MANAGEMENT DISCUSSION AND ANALYSIS INFORMAtION tECHNOLOGY BUSINESS ANNUAL REPORT 2018-19 LTI’s Delivery Centre in Warsaw, Poland Lobby area at LTI Headquarters, Mumbai 5. Awarded Cybersecurity project by a global energy giant to implement, configure and integrate Micro Focus ArcSight and Splunk Enterprise Security in their digital transformation journey by being sharply focused on their business outcomes. Some of the practices used to attain this are: 6. Multi-year, multi-million dollar managed services deal • Operate to transform- leveraging automation in everyday across the globe for a world leader in the pharma space operations and solving for the unstated needs 7. A US Insurance major has engaged LTI as strategic IT partner for its largest technology modernization programme using the Guidewire product suite • Empowering clients to be data-driven organizations by harnessing the power of analytics • Helping clients experience transformation for their 8. A global financial services group headquartered in customers and/or employees Europe selected LTI to transform user experience across their branches in Africa 9. Multi-year multi-million dollar deal in the area of ERP, Data and Analytics with a global consumer and pharmaceutical conglomerate 10. Selected as the strategic IT Partner by a global electric manufacturing major for complete transformation of its legacy IT systems globally 11. A global auto major selected LTI for a SAP security engagement and to build an enterprise outreach platform using Big Data Analytics and enterprise integration that will cater to all the client’s recalls Significant Initiatives Client centricity is at the nucleus of LTI’s corporate strategy. Customers are now more focused on their Digital Transformation than ever before and LTI helps its clients • Digitise the core by leveraging our real world know how of the client’s industry domain LTI is making significant investments in augmenting its existing capabilities like Cloud services and Analytics, incubating newer service lines like Blockchain and Cybersecurity and expanding its portfolio of offerings through acquisitions. Recognizing LTI’s consistent ability to outperform competitors across domains and services, the Company topped the list of ‘Challengers’ in the Everest Group’s PEAK MatrixTM Service Provider of the Year 2019, for the second year in a row. The Challengers List includes companies with revenues less than USD 2 billion. Human Resources LTI crossed the milestone of having more than 25,000 employees during FY19. Hiring, engaging, retaining talent 244 with gender diversity continues to be the major focus areas for LTI. As a talent and innovation driven organisation, LTI’s top priority is attracting the best people and investing to further develop their highly specialized skills. Strengthening the commitment to nurture the biggest asset - People, LTI started an HR transformation initiative - Mission Ubuntu. This initiative is steered by a cross-functional taskforce to enhance every aspect of employees’ work-life through policy intervention and process improvement. Mission Ubuntu sketches an employee’s journey through LTI as a nine-step process starting from his/ her onboarding. LTI has also institutionalized five key beliefs across the organization: • Be agile • Go the extra mile • Push frontiers of innovation • Keep learning • Solve for society These five guiding principles have helped the employees to be nimble towards changes, work beyond the call of duty to serve its clients and innovate on a day-to-day basis to transform the approach to work. Risks and Concerns Failure to align the services portfolio with newer and in-demand technologies, may lead to lower operating revenue. Evolving geo political and economic conditions may affect the client’s business and/or the entity’s delivery. This may impact the business opportunities and business operations. Changes in immigration policies of countries where LTI has significant business may affect ability to position consultants at client locations. With a majority of the revenue being foreign currency denominated, the business carries translation and transaction foreign exchange risks. However, expenses in respective currencies provide a natural hedge. Employees are the real assets for the IT industry. In order to compete effectively, the ability of the business to attract and retain qualified employees is critical. Attrition of experienced and talented employees impacts organisational knowledge and relationships. Outlook A healthy deal pipeline, continued large deal momentum and uptick in digital services across all verticals gives a sense of optimism for future growth. With deep-rooted industry experience and one of the industry’s most dynamic teams, LTI is well positioned to solidify its position as next-gen IT services Company. 245 MANAGEMENT DISCUSSION AND ANALYSIS TECHNOLOGY SERVICES BUSINESS ANNUAL REPORT 2018-19 TECHNOLOGY SERVICES BUSINESS Overview: L&T Technology Services Limited (LTTS) is a leading global pure-play Engineering Research & Development (ER&D) services company. It 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. LTTS customer base includes over 50 Fortune 500 companies and 51 of the world’s top engineering research and development (ER&D) companies, across industrial products, transportation, telecom & hi-tech, medical devices and the process industries. The business also provides digital engineering advisory services to some of the world’s leading establishments. The key differentiators for the business are its customer-centric industry innovations, domain expertise and multi-vertical presence spanning major industry segments. Transportation LTTS offers the complete gamut of engineering services and solutions for its global customers in the transportation industry, including OEMs and Tier 1 suppliers in the automotive, trucks & off-highway vehicles and aerospace sectors. In the automotive sector, LTTS helps its customers through advanced technologies such as autonomous driving and electric Mixed Reality and VR technologies create delightful immersive experiences for industries ranging from transportation to smart homes vehicles. In the aerospace sector, LTTS’s services cover aerostructures, aero systems, aero engines and avionics. Its digital offerings in this segment span in-flight entertainment and connectivity, air traffic management and drone-based solutions. LTTS also has over a decade of domain expertise in enabling leading brands in the trucks and off-highway segment. LTTS caters to customer requirements through specialized state-of-the-art research and test labs for power electronics, tear down and smart manufacturing across its global delivery centres. Industrial Products Through its extensive expertise in industrial products, LTTS helps its OEM customers across building automation, home and office products, energy, process control and machinery. LTTS home-grown building management solution, iBEMS, breaks the silos between various systems in a facility and enables cost savings, energy management and quicker decision- making by using predictive analytics and real-time insights. LTTS Industrial Products segment facilitates end-to-end product development guidance, deep domain expertise across software, electronics, connectivity, mechanical engineering, industrial networking protocols, User Interface/User Experience (UI/UX), test frameworks and enterprise control solutions. 246 LTTS’ Healthcare practice helps OEMs develop sophisticated medical devices at affordable costs LTTS helps automotive firms harness the power of advanced telematics, intersecting security, implementation ROIs, and end-user satisfaction telecom and Hi-tech LTTS has vast experience in product development, digitalisation, user experience engineering and testing & certification. LTTS offers its customers a one stop-solution covering the gamut of services in product variant development, 5G capabilities, simulation & automation, and product and midlife support. LTTS Narrow Band IoT (nBIoT) solution, ‘nBon’, was developed with low memory and low power footprint. It provides thorough IoT device management, enabling easy integration with custom target platforms. Process Industry LTTS provides its services in E/EPCM (Engineering, Procurement and Construction Management), 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 W.A.G.E.S. (water, air, gas, electricity, and steam) management solution, integrated with sensors and smart meters, implements a Supervisory Control and Data Acquisition (SCADA) system. LTTS has broad expertise in traditional EPCM and operational maintenance projects, as well as contemporary digital engineering enterprises. LTTS is furthering its engineering footprint to include the digital sphere, and is working with its customers across the globe on ‘Smart Manufacturing’ technologies such as automation, IoT, analytics and augmented reality (AR). Medical Devices LTTS helps medical device OEMs address industry challenges, accelerate time-to-market and optimize costs, leveraging its deep domain expertise and best-in-class technological capabilities. It focuses on delivering solutions in diagnostics, patient mobility services, musculoskeletal services, life sciences, surgical services, cardiovascular, home healthcare and general medical. LTTS has designed and developed innovative products and solutions such as the world’s first drug patch applicator, smart inhalers, connected hospitals, integrated reusable vessel sealing and surgical staplers for emerging markets, along with the world’s first airway clearance system with Bluetooth connectivity, among others. Business Environment According to NASSCOM, by FY2022, the global ER&D spend will be on an upward trajectory and reach USD 2 trillion. Indian ER&D exports are projected to leap from USD 28 billion in FY2019 to USD 42 billion in 2022 – a CAGR of 14%. Within ER&D, the share of digital engineering is likely to increase significantly. Zinnov estimates that corporations spent USD 293 billion in 2018 on digital engineering, which will grow to USD 667 billion by 2023. 247 MANAGEMENT DISCUSSION AND ANALYSIS tECHNOLOGY SERVICES BUSINESS ANNUAL REPORT 2018-19 Headquartered at Knowledge City, Vadodara, L&T Technology Services helps clients gain the competitive edge by building smart products, enabling smart manufacturing and offering smart services. Increased industry focus on emerging technologies viz. Artificial Intelligence (AI), Internet of Things (IoT), Machine to Machine (M2M) communication, Augmented Reality (AR) / Virtual Reality (VR), 5G, Cyber Security, Advanced Robotics, Mobile Applications and Blockchain are finding use-cases across verticals. This increased digital affinity from the enterprises worldwide has resulted in business models shifting to platforms, data monetization and go-to-market strategies that stand out. transportation: Autonomous vehicles, electric cars, connected cars, ADAS, Factory 4.0 are some major trends shaping the automotive industry. Predictive maintenance, shop-floor automation, in-flight connectivity and digital twins are driving growth in aerospace and defence. The trucks and off-highway segment is benefitting from the growing demand in construction, logistics, agriculture and mining sectors. Industrial Products: Major trends in this segment are related to Industry 4.0 such as smart manufacturing, robotics, artificial intelligence and the Internet of Things (IoT). Significant investments are being made in product simulation, predictive asset management, factory & plant automation, cloud computing, smart sensors and 3D printing. telecom & Hi-tech: In Telecom, 5G, virtualization of functions as well as robotic process automation are the primary trends. Customer engagement and monetization have become more effective, leveraging AI, ML and data analytics. The consumer electronics segment has experienced faster time-to-market driven by connected and smart devices, data monetization and open source systems. The semiconductor space is being driven by connected chips and integrated API platforms while in media and entertainment, OTT platforms & services, AI / ML- based content recommendations and targeted advertising are the major trends. Process Industry: The need to ascertain cost-optimization in plants is a major element that is driving the expansion of asset management in manufacturing. The need to ensure prevention of potential asset failures and precautionary measures is expected to motivate the development of this market. Moreover, plant digitalisation and cloud- based asset management are enhancing overall safety, productivity and compliance. Medical Devices: This segment is expected to be driven by preventive healthcare leveraging increasing adoption of technologically advanced smart wearables and real-time monitoring. The rising need for early diagnosis and prevention of diseases and compliance to stricter regulatory environments are key priorities for medical devices OEMs. 248 Industrial Digitalization creates enormous opportunities for companies to increase customer value through streamlining processes Predictive analytics solutions foster real time machinery condition monitoring for manufacturers Major Achievements transportation • Secured multimillion-dollar deals, with two leading automotive manufacturers, in the space of HIL simulation and autonomous validation and infotainment assessment respectively • Deployed several cutting-edge technologies for PMA (Part Manufacturing Approval), digital innovation and recognition for aircrafts, advanced rail signalling design and RAMS and special purpose text fixture design • Implemented several of its homegrown offerings in transportation domain such as its cognitive AI framework AiKno™ in MRO and after-market activities, its application solution for shop floor material tracking and asset management and its flight infotainment services and response improvement solution Industrial Products • Won a major deal with the world’s leading software company for ‘smart building’ consultancy • Signed a multi-year contract to provide digital content management services for a reputed technology company’s industrial products segment • Won a landmark project to be the ER&D partner for a US Industrial Automation major and a large deal in smart manufacturing for a leading automotive major in the US. • Facilitated major innovations for the electrical vehicles market such as a high-efficiency DC to DC convertor and on-board charger and environmental cleaning solutions for the marine industry to facilitate emission reduction • Helped various global customers in mining and discrete manufacturing with machine automation telecom and Hi-tech • Awarded a network deployment automation project by a leading telecom customer • Setup a 5G lab for designing and building future ready solutions for a leading semi-conductor company in the US • Involved in the development of the new-age smartphones capabilities for two top-tier OEMs • Developed a next-gen digital signage solution called FlyBoard • Created an in-house OTT solution framework 249 MANAGEMENT DISCUSSION AND ANALYSIS tECHNOLOGY SERVICES BUSINESS ANNUAL REPORT 2018-19 Design Thinking Studio at LTTS’ Bangalore campus • Developed Iron Home, a next-gen smart home security platform Process Industry • Won a multimillion-dollar digitalisation project from ExxonMobil in April 2018 • Signed a high-value deal with a multi-national chemical company for a digital engineering project, which is one of the largest in this domain • Won a large deal with one of the biggest tyre manufacturers • Expanded footprint in Europe with two large deals – one involving development of high-end capabilities for a customer in the beverage and brewery industry and another deal to execute an EPCM order for a greenfield project with a German chemical major • Currently executing a multi-year deal with Covestro to implement digitalisation-based engineering programmes across their 8 global locations • Delivered customised digital solutions for a brewery major in North America for the first time and executed 6 pilot projects that are currently being scaled-up globally 250 Medical Devices • Expanded footprint in Japan by signing large deals with 4 customers in medical devices, electromedical equipment and medical kit products • Secured a deal with a global pharmaceutical company for developing a mobile platform for diabetic therapy • Assisted a leading medical equipment manufacturer by enhancing the reliability of their slide-maker strainer equipment • Partnered with a leading in-vitro diagnostics company to launch an efficient automated blood cell counter for price-sensitive, small and medium sized labs • Developed a cybersecurity framework for medical devices to complement its solutions for Internet of Medical Things to facilitate secured connectivity and monitoring of medical devices Significant Initiatives The business aspires to continue being a global leader in the ER&D segment. LTTS has undertaken several significant initiatives to achieve this objective. These initiatives include: IP and Solutioning To capitalize on the disruptions and current digitalisation wave, the business is investing in building new age Solar connectivity drone capable of maintaining a continuous flying time of 12 months enables low cost mass connectivity to rural areas solutions and technology platforms. In FY19, LTTS was able to scale-up its portfolio of platforms and solutions, as well as incubate new ones to address requirements in emerging areas. There was a significant jump in the number of pilots and POCs that were done by LTTS around these platforms for customers. Some interesting and challenging assignments executed include: • Sensorising and connecting oil tanks of an oil major to monitor oil level in tanks. Sensorisation and connectivity are two big challenges and LTTS established this framework using its own IOT platform. • Working with a leading data-centre services provider to implement predictive maintenance solutions that ensure uptime of the utilities infrastructure. • Partnering for a complete NB IOT Modem SoC with a company building solutions for utilities and energy industry. This meant an integration of LTTS NB IOT IP with the partner’s RF IP. Mergers and Acquisitions LTTS acquired Bengaluru-based Graphene Semiconductors to strengthen its offshore presence and deepen its expertise in VLSI chip design and embedded software. Graphene complements the strategic acquisition of US-based Esencia Technologies in 2017 and will act as a force multiplier to enhance the business’s capabilities in the semiconductor and product OEM space. Expanding International Presence The business has established design centres and centres of excellences across the globe. It has inaugurated its Digital Engineering Centre in Gothenburg, Sweden. Located in the Lindholm Science Park, the Centre will act as a near-shore development facility for customers in the region, providing proximity and support to their agile transformation initiatives. The business has also opened branches in Malaysia and South Africa and has initiated processes to establish a presence in China and Saudi Arabia in the next financial year. Awards and Recognitions Several global customers, reputed industry forums, global consultancies and media publications recognised the business in the highest echelons of engineering services innovators for its innovative products and solutions. Organisational Awards • Recognized as the ‘Best Company of the Year’, and was also conferred the prestigious ‘Excellence in Corporate Social Responsibility’ award by the Indo-American Chamber of Commerce (IACC) 251 MANAGEMENT DISCUSSION AND ANALYSIS tECHNOLOGY SERVICES BUSINESS ANNUAL REPORT 2018-19 An engineer wearing a mixed reality headset that helps solve contemporary business problems LTTS has patented multi-voltage booster technology for a welding power source • Awarded the HR Department of the Year distinction 2018 at the Delaware Valley Awards by the Rosen Group technology Awards • The AiKno™ framework was selected as one of the Top 50 use cases in the NASSCOM Artificial Intelligence Game Changer Awards 2018 • Honoured with the 2018 IoT Platforms Leadership Award by IoT Evolution , a US-based technology publication, for their IoT-powered Condition-Based Monitoring Solution ‘Integrated MCare’ powered by the Company’s IoT platform UBIQWeise2.0™ Research and Analysts Awards • Positioned in the ‘Leadership Zone’ in the broadcasting vertical of the Zinnov Zones 2018 Media & Entertainment Services Report • Recognized as a ‘Leader’ for Embedded System Engineering Services and positioned among the top 3 leading companies by the Everest Group • Rated as a Leader in 6 market categories across 3 industries in the US market in the inaugural edition of ISG Provider Lens™ • Acknowledged as a Leader in IoT Technology & Services by Zinnov across 12 unique expertise areas as compared to 7 in 2017 Environment, Health and Safety At LTTS, it is a constant endeavour to extend sustainable and eco-friendly processes, services and solutions that contribute to sustainability throughout their life cycle. Facilities created within the premises have adequate green spaces and tree cover. LTTS constantly works on health, safety and providing an environment conducive to well-being. Since many of the employees work at client locations in factories for deployment of projects, they have been trained on ‘Zero Harm’ to ensure their safety and foster continuous improvement. Human Resources The Company’s HR policies have strongly focussed on creating a culture of excellence and achievement. Abiding by the People, Process and Portals parameters, the business is striving towards making the employees at all levels an integral part of the decision-making system. There has been an enhancement of skills, efforts and achievements and employee satisfaction levels through various initiatives like: • WIZneers, an internal platform to create a community of technology architects within the Company. Under this initiative, employees come together every fortnight to discuss and ideate on next-gen technology trends in the engineering services space like Blockchain, Artificial Intelligence and Machine Vision among others 252 Providing insights into products and equipment health through Augmented Reality • Just Code, a hackathon, aimed at offering employees an opportunity to plunge into an idea and convert it into a product • Illuminate, a programme which aims to leverage internal talent and create a pool of high potentials who can be moved across functions and to groom high potential candidates to take up higher roles and responsibilities • LEAD, a programme designed to help senior employees start their development journey as leaders • ALP (Accelerating Leadership Potential), an initiative for refining the leadership skills of leaders have already acquired, and for developing those essential for the greater responsibilities ahead Risks and Concerns Economic slowdown in key geographies or cyclical downturns in key segments could materially affect the revenue growth and profitability. Changing immigration laws and policies can impact the Company’s ability to provide services to customers. Exchange rate fluctuations could materially impact the results of operations. Outlook An interplay of digital and ER&D with increased industry focus on emerging technologies including Artificial Intelligence (AI), Internet of Things (IoT), Machine to Machine (M2M) communication, Augmented Reality (AR) / Virtual Reality (VR), 5G, Cyber Security, Advanced Robotics, Mobile Applications and Blockchain are finding use-cases across verticals and are enabling companies to discover new revenue streams, while strengthening existing ones and serving the customers with much higher operational efficiency. Essentially, the growth in the ER&D ecosystem will be driven by a convergence of emerging technologies and business model innovations, along with the growth of technology enterprises and start-ups constituting a dynamic global engineering ecosystem. This will be in an environment replete with strict data protection directives, increasing instances of cyber terrorism and the rising need for cloud-based cybersecurity solutions among enterprises. LTTS aspires towards industry-leading, innovation-led profitable growth. 253 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL SERVICES BUSINESS ANNUAL REPORT 2018-19 FINANCIAL SERVICES BUSINESS Overview: L&T Finance Holdings (LTFH) 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. L&T Finance Holdings Ltd. is a NSE and BSE listed company and is also registered with RBI as an NBFC and a Core Investment Company (CIC). It conducts its financial services businesses through various subsidiaries. L&T Financial Services (LTFS) is the brand name of L&T Finance Holdings Ltd. Functionally, the structure of the Financial Services business is as follows: • Rural Finance comprising Farm Equipment Finance, Two-wheeler Finance and Micro Loans • Wholesale Finance comprising Infrastructure Finance, Structured Corporate Finance and Debt & Capital Market • Housing Finance comprising Home Loans & LAP and Real Estate Finance • Mutual Funds • Wealth Management 254 Farm Equipment Finance Business Environment India’s GDP is estimated to have grown by 7% in FY 2018-19 on the back of lower growth in agriculture and mining sectors, lower Government spending on public administration and weaknesses in domestic and external demand conditions. However, the gross fixed capital formation rate improved from 31.4% in FY18 to 32.3% in FY19, reflecting a good pick up in investment spending, and bodes well for the financial services industry. The Indian economy faced a slew of challenges around mid-FY19 from the external front triggered by a sharp increase in global Brent price, which led to a sharp depreciation in the Rupee, along with other emerging market currencies. Around the same time, the debt defaults by the IL&FS group triggered a crisis of confidence for the NBFC sector – a critical source of finance for the real estate sector. The AAA rated NBFCs with a strong promoter and shareholder backing and proactive economic intelligence and risk management units withstood volatile market conditions without hurting core operations – L&T Finance being one of them. During the year, the various segments of business performed under the stated business environment: Farm equipment finance growth was led by record growth in the tractor industry. Increased urbanisation, sustained Two-wheeler finance Providing micro-loans to small-scale entrepreneurs focus on road infrastructure development and increasing fuel prices pushed consumers towards two-wheelers during the year, resulting in an increase in two-wheeler finance. Increase in micro loans on the back of increasing penetration in existing geographies and opening of new geographies. In the Wholesale Finance segment, the disbursements were focused on Infrastructure Financing, especially in Renewables and Roads and kept in line with the opportunities available for Sell-down. This enabled the Company to maintain the wholesale book around the same level and move towards increased retailisation of the balance sheet. Disbursement registered a growth in home loans while de-growth in the Real Estate sector. The real estate sector stabilised based on the implementation of regulatory frameworks (RERA, GST reforms) leading to price stabilisation. FY19 remained a challenging year for the Wealth Management industry. Market volatility coupled with a reduction in MF fees on account of regulatory measures impacted the business in the short term. Significant Initiatives FY19 has been a landmark year for the business, marked by the effective execution of the strategy put in place. The specific focus for the year was on the following areas: a) Improved competitive position across all products Being in the ‘Right Businesses’ forms an important part of the strategy, in which 5 core businesses were identified by the Company. The core businesses were identified based on a 3-filtered approach – industry attractiveness, company profitability and our ability to extract value from it. b) Established fees as a second line of income to counter interest rate cycle As a hedge against interest rate cycles, the Company has established ‘fees’ as a second line of income. Fee income generation happens through various modes such as processing fees, subvention income, cross selling income, advisory fees and underwriting fees among others. c) Increased ‘Retailisation’ of balance sheet The Company is focusing on building a well-diversified book. Strong sell-down capabilities have helped the Company to limit the wholesale book growth without slowing down the business. d) Digital initiatives and data analytics used to unlock RoE In the field of digital and data analytics, the Company primarily concentrates on optimising credit cost, collection cost and productivity rather than just focusing 255 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL SERVICES BUSINESS ANNUAL REPORT 2018-19 Housing Finance Real Estate Finance on more commonly talked about areas like cross-selling or customer acquisition. The Company believes in using the power of data to provide a strategic competitive advantage, improve productivity and enhance performance. e) Strengthening balance sheet with improved asset quality, increase in provision coverage ratio (PCR) and maintaining macro-prudential provisions We believe that true greatness is achieved by a Company only by having a low Sigma, which means minimising the variability of returns, along with earnings and growth. A strong risk management framework, improving portfolio quality and continuously improving PCR are important contributors to achieve a low Sigma. f) Robust ALM Framework The Company is comfortably placed with respect to both liquidity and interest rate risks, due to its robust ALM and strong risk management framework. The Company enjoys positive gaps in both Structural Liquidity and Interest Rate Sensitivity. In addition to this, a positive gap was maintained consistently even under ‘1 in 10’ stress scenario in the 1-month bucket. Major Achievements LTFH increased its market share in Farm Equipment Finance from 12.5% to 14% in FY19. Through rigorous execution of digital propositions on the ground and domain expertise, LTFH has been able to increase its market share in Two-Wheeler Finance from 8.2% to 11%. With the implementation of 100% automated credit decision, LTFH has been able to improve collection efficiencies and reduce NPAs. With this clear strategy in place, LTFH has enhanced the disbursements in Farm Equipment and Two-Wheeler Finance by 19% and 67% respectively. Similarly, the Farm Equipment and Two-Wheeler Finance book has grown by 27% and 68% respectively through increased penetration in the identified branches. In Micro Loans, LTFH has been able to increase disbursements by 51% and book by 60% during the year. This was on the back of increasing penetration in existing geographies and opening of new geographies in existing states and new states such as Jharkhand and Tripura. New states entered in the previous year and this year have contributed 28% to the business during the last quarter. An increase in business has been achieved with improved collection efforts and a reduction in debtors YOY. This has resulted in regular collection efficiency being brought back to pre-demonetisation levels. 256 Wholesale Finance A wide range of Mutual Funds to suit every investment need With tightening of liquidity, the business saw lower growth in the Order Book for Infrastructure Financing and a decline in the Asset Book for Structured Corporate Finance. During the year, the Company started building a Government Securities (G-Sec) book which will also act as a low-cost liquidity reservoir in adverse market conditions. The Company focuses on the Home Loan market with an emphasis on direct sourcing of salaried customers through developer relations and an analytics led sourcing model. Our digital lending model of paperless sanction of home loans to salaried customers is a unique offering that has helped in quick turnaround of proposals. During the NBFC crisis in FY19, the Company has continued to support real estate projects funded by us, while selectively sourcing new business. In the Mutual Fund business, the AUM of the Company increased by 13% to R 69,689 crore during FY19 as against R 61,603 crore in FY18. The Wealth management business increased its focus on Dubai, where the yield on the assets is higher and serves as a natural hedge to the India business. Human Resources In its journey to create value sustainably by delivering top quartile ROE, the Human Resources function of L&T Financial Services has ensured that employees at all levels are aligned to this objective through effective performance management and a two-way communication processes. Our culture of ‘results and not reasons’ is instrumental in driving accountability and clarity across the organisation. The focus is to simultaneously build the capability of employees so that they can be held accountable. Building capability of employees will enable the organisation to achieve sustainable and long-lasting success. Environment, Health and Safety LTFH aligns its social responsibility theme and commitment with the United Nation’s global development agenda of Sustainable Development Goals (SDG). The core areas of Integrated Water Resource Management (IWRM) and Digital Financial Inclusion are designed to ensure sustainable livelihood opportunities with the intent to bring the deserving but vulnerable population into the mainstream economy. IWRM programme engages with the communities and more specifically farmers and implement interventions which address their core needs in water and soil health management. Climate change is leading to increasing incidents of natural disasters in India. The business supports disaster recovery efforts through a number of practical methods. These include prompt affected area assessments and a provision for immediate relief. The business considers safety as an integral part of its business operations and due importance has been given to maintaining safety standards. 257 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL SERVICES BUSINESS ANNUAL REPORT 2018-19 Wealth Management LTFS’ ‘Digital Sakhi’ programme aims at digital financial inclusion of rural women Risks and Concerns Restrictive regulatory prescriptions for the NBFC sector not accompanied with the reforms of the long-term bond market may adversely impact the profitability of a set of mid-sized NBFCs and HFCs (housing finance companies) with possible negative implications for India’s financial sector’s stability. However, with the help of in-depth business knowledge and strong managerial capabilities, deep market penetration, risk mitigation through various market and credit checks, robust early warning systems, extensive use of analytics and best in class turnaround time proposition, the business is confident of managing the hazards of adverse business conditions. At this juncture, there are several uncertainties that cloud India’s growth outlook and macroeconomic stability during FY20. The investment spend may get impacted due to faltering growth impacting India’s trade balance, political uncertainties due to upcoming general elections, in case of Brent crude price resurging, fiscal slippages, etc. Outlook Several global forecasters including the International Monetary Fund have lowered their projections for global economic growth in 2019 from a year earlier on the back of ongoing trade frictions, tightening of financial conditions and the Brexit related uncertainties. Global slowdown, tight financial conditions and political uncertainty in the election year may impact India’s GDP growth during FY20. Past experience shows that India’s growth mix remains skewed towards consumption and away from investment during the General Election year. Financial markets and capital inflows too may witness heightened volatility during FY20. Moreover, the new political regime is likely to follow fiscal prudence in H2, FY20, which may adversely impact public investments and growth in the latter part of the year. On the positive side, retail (CPI) inflation is projected by Reserve Bank of India (RBI) to remain below 4% up to December, 2019. This should enable the Monetary Policy Committee of RBI to implement an easy monetary policy during a major part of FY20. Additionally, the RBI’s continued purchase of Government bonds (open market operations), recent recapitalisation of Public Sector Banks (PSBs), release of five PSBs from the Prompt Corrective Action Framework (PCA) and the ongoing resolution of chronic stressed asset cases through IBC should remain supportive of the lending environment. 258 DEVELOPMENT PROJECTS BUSINESS The Development Projects business segment comprises: a) Infrastructure projects executed through its joint venture company L&T Infrastructure development projects 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) Katupalli port under its subsidiary Marine Infrastructure Developer Private limited was divested in Q1 of FY 18-19 The operations of the Development 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. 765 kV DC Kudgi Transmission Line project L&t INFRAStRUtURE DEVELOPMENt PROJECtS LIMItED (L&t IDPL) Overview: L&T Infrastructure Development Projects Limited (L&T IDPL) is a pioneer of the Public-Private- Partnership (PPP) model of development in India, which involves the development of infrastructure projects by private sector players in partnership with the Central and State Governments. Since its inception in 2001, the Company has completed landmark infrastructure projects across key sectors like roads, bridges, transmission lines, ports, airports, renewable energy and urban infrastructure. It is one of India’s largest road developers, as measured by lane kilometers under concession agreements signed with Union and State Government authorities. Currently its portfolio includes 10 operational road projects covering 4434 lane km and transmission lines at Kudgi, Karnataka covering 482 kms. 259 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENt PROJECtS BUSINESS ANNUAL REPORT 2018-19 Vadodara Bharuch Toll Plaza Two decades of extensive experience in working with Governments, multi-lateral agencies, international and domestic financial institutions and corporate entities has helped the Company to develop proven competencies in Viability Assessment, Financial Closure, Project Management, Operations & Maintenance and Portfolio Management of Infrastructure Assets across various sectors. The Canada Pension Plan Investment Board (CPPIB) made substantial financial investments in L&T IDPL in two investment tranches during 2014-15. This is the first direct private investment by the largest Canadian pension fund into an Indian Infrastructure Development company. Business Environment transportation Sector The Government of India has provided a strong thrust to the Infrastructure sector and specifically to the highway sector, in the last Union Budget. The ambitious Bharatmala Programme has been approved for providing seamless connectivity to develop about 35000 km in Phase-I at an estimated cost of R 5,35,000 crore. A significant slice of these projects is expected to be bid out under the Hybrid Annuity Model (HAM), which would be of interest to the company. 260 transmission Lines After the Kudgi transmission line in Karnataka, the company participated in two new bids. There is substantial opportunity in new transmission lines coming up since generating capacity is increasing, especially from renewable sources. The National Committee has fast- tracked power evacuation system for the green corridor for renewable energy in Gujarat and Rajasthan. Business opportunities in transmission lines of approximately R 30000 crore are also available from system strengthening of networks and power evacuation from generators to the grid. Based on the National Committee’s recommendation, currently REC and PFC have come out with 9 bids for transmission lines under the ‘Green Corridor’ programme. Furthermore, 3 bids have been cleared by the National Committee for Tamil Nadu, Karnataka and Andhra Pradesh. Major Developments toll Collections and Operations The total gross income from toll collections in 10 toll road subsidiaries (excluding the five subsidiaries transferred to InvIT) moved up by 23% over the previous financial year. This includes both traffic growth and annual revision of tariff. In NHAI projects managed by the Company (including InvIT projects), gross income from toll collections increased by An elevated road corridor decongests the bustling metropolis of Nashik 12% while Electronic Toll Collection (FASTag) increased by 66% over the previous period. Currently, over a quarter of all tolls are being collected under FASTag electronic toll collection. Kudgi transmission Line The project faced a force majeure event in May 2018 when 5 of the 1162 towers collapsed due to unprecedented strong winds at Bannigola village in Karnataka. No one was injured during the event. The in-house team restored the towers and ensured power flow in a record time of 33 days. Except for this one-off situation, the project continues to perform well. Major Achievements During the year 2018-19, L&T IDPL monetized 5 of its road operational projects by selling its stake to an Infrastructure Investment Trust (IndInfravit Trust) set up by the Company as a sponsor. The said Trust was successfully listed with an issuance of units aggregating to R 3700 crore, of which 15% is held by the Company. The other large investors of this first privately placed Trust are pension funds from Canada (CPPIB and OMERS holding approx. 30% and 22% of the units, respectively) and Allianz Capital Partners, Germany, a large global insurance group, holding 25%. One of the road subsidiaries received a favourable arbitration award from the Arbitration Tribunal for a change of scope claim. In another subsidiary, a settlement agreement was reached with NHAI on a project terminated in 2016, thereby relieving the lenders of a stressed asset. Significant Initiatives International investment for Indian infrastructure assets was attracted through the Company- sponsored Infrastructure Investment Trust InVIT - the first on a private placement basis. Asset Monitoring Systems for structures and highways of operating projects is underway, which will help in inventorying and monitoring of assets. Project LEAP, a business process re-engineering exercise, was completed during the year Digitalisation • Rapid increase in FASTag electronic toll collection was made possible by streamlining our digital equipment at toll plazas. This has led to faster throughput of vehicles at toll plazas and reduced queues. It has also led to a less-cash operation. The Company has worked collaboratively with NHAI and other stakeholders to minimize reconciliation issues in FASTag collections. • Highway route operation, maintenance and equipment function has been mobile enabled. 261 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENt PROJECtS BUSINESS ANNUAL REPORT 2018-19 Rajkot-Jamnagar Highway • A dashboard using Tableau software called ’Revenue Assurance Dashboard’, conceptualised by PwC and developed with the internal IT team, has been rolled out and used by SPV managers. • To monitor the FASTag traffic/revenue, the data is being pulled through API from the acquiring bank and the process is fully automated. Environment, Health and Safety The Company and its subsidiaries are committed to providing a safe and healthy workplace for their employees and stakeholders and to conserving the environment. EHS is one of the essential pillars of a good and robust corporate governance structure. To achieve the Company’s stated EHS objectives, the following key initiatives have been implemented. • 31 Standard Operating Procedures (SOPs) have been formulated to: n define individual responsibilities and procedures relating to environmental, health and safety matters n incorporate EHS considerations in all business processes • Digitisation of the records and review all accidents, occupational health and safety related incidents by 262 adopting a system called Route Operations Management System (ROMS) and reporting immediately to the concerned project head and functional head in the form of Preliminary Accident Information Report (PAIR) and Final Accident Information Report (FAIR). • Monitoring to ensure that the employees avail of the medical check-up facility for themselves and their families. The Company’s Interstate Road Corridor SPV received the Silver Award for Excellence in Highway Safety from the Ministry of Road Transport and Highways. Human Resources Employees are the backbone of the organisation. The HR Team concentrates on certain key areas, including recruitment of some of the best talent in the market and keeping them engaged by providing access to learning opportunities, Development Centres, challenging business assignments, and individual need-based specific development interventions. The Development Centre is a systematic and objective method to measure competence to provide insights into the strengths and development areas of individuals. Employees attended a fair mix of training on technical and behavioural programmes during the period in review. A section of the Hyderabad Metro Outlook L&T IDPL would constantly evaluate new opportunities with worthwhile returns. The business sees major opportunities in the transmission line sector and also the roads sector under the Hybrid Annuity Model. The InvIT is expected to look at the secondary market for operational and revenue generating projects. L&t MEtRO RAIL (HYDERABAD) LIMItED Overview: L&T Metro Rail (Hyderabad) Limited (L&TMRHL), incorporated in August 2010, is a special purpose vehicle to undertake, construct, operate and maintain the Metro Rail System, including Transit Oriented Development (TOD), in Hyderabad under Public Private Partnership model on a Design, Build, Finance, Operate and Transfer (DBFOT) basis. It is the largest TOD in India and the world’s largest PPP project in the urban transportation sector. The Company entered into a Concession Agreement with the erstwhile Government of Andhra Pradesh on 04.09.2010. The Metro Rail system is in Phase I, which includes 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. This entire distance is further sub-divided into 6 stages for ease of implementation. The concession period of the project is 35 years from the appointed date of July 5, 2012, and includes the initial construction period of 5 years. The concession period is extendable for a further period of 25 years subject to the fulfilment of certain conditions by the L&TMRHL as set out in the Concession Agreement. The Concession Agreement includes rights for Real Estate development of 18.5 million sq. ft., with strategically located land parcels interspersed at prime city locations, adjoining metro stations and metro corridors. The Company has tied up the entire debt for the project, which includes the cost of the rail system, and 6 million sq. ft. TOD, and achieved financial closure on 1st March 2011. The progress of the project as of March 2019 is as follows: - • Stage 1, 2 and 3 were operationalized in November 2017 itself. Commercial operations of 16 km (from Ameerpet to LB Nagar) of Stage 5 263 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENt PROJECtS BUSINESS ANNUAL REPORT 2018-19 India’s longest extra-dosed, cable stayed bridge over the Narmada, Gujarat and 10 km in Stage 4/1 (from Ameerpet to Hi-Tec City) were inaugurated by the Hon’ble Governor on September 24, 2018 and March 20, 2019 respectively. • Received time extension from Government for achieving final COD by December 31, 2019. Accordingly, the lenders have also accorded sanction of extension of time for COD up to two years i.e., up to July 2019, with corresponding increase in loan period. • Construction work in remaining part of Stage 4 (Hi-Tec City to Raidurg) in Corridor 3 and stage 6 (JBS to MGBS) forming part of Corridor 2 are proceeding at a brisk pace, and is expected to commence commercial operations during first half of the FY 2019-20. • The TOD Project at Errum Manzil Mall (0.35 million sq. ft.) commenced commercial operations from August 2018. Musarambagh mall (0.24 million sq. ft.) is expected to commence commercial operations in April 2019. Construction work (0.5 million sq. ft. of office space) at Raidurg Site is underway. Business Environment About 10 million transport trips are performed every day in Hyderabad city, and a major share is undertaken by bus 264 transport (50%). The city’s roads are congested with 8% road area, and traffic proceeds at the very low average speed of about 12 kmph. The Company is poised to provide safe and punctual travel and has been working on various value-added initiatives to minimize the commuters’ pain points, such as last-mile connectivity, digital ticketing, mobile apps, etc., which ensures higher ridership to the metro system. Establishing successful last-mile connectivity is a challenge and discussions with the Government are in progress to intensify steps to this end. Significant Initiatives • The Company is exploring various non-fare revenue generating options, viz.: u Leasing out space for erecting mobile towers u Skywalks connecting to malls and metros u Tie up with cab operators u Leasing out optical fibre spare capacity u Training metro staff with the existing infrastructure u Consultancy services for other metros u Focus on improving advertising income Coimbatore Bypass Road International Sea Port at Haldia • Re-negotiate and amicably settle claims of contractors. • Working on favourable resolution of the waiver of arrears of power charges, sub-lease, security, compensation for delays and scope change, concession period extension and other issues pending with the State Government. seamless, accurate and up-to-date accounting has been facilitated. • An initiative to digitalise information regarding Bank Guarantees has been undertaken to synchronize information across the company in a centralized manner. • Discussions held with TSRTC, to emphasize that the • The Company has implemented a digital signature nature of transport services is complementary rather than competitive, in order to improve last-mile connectivity. Steps have been taken to organise private transport for pick up and drop at metro stations and encourage large corporates to provide transport to their employees to and from metro stations. • Completed sign ups in the TOD retail malls with major international and national retail brands viz. Decathlon, Marks & Spencer, PVR, Lifestyle, Shoppers Stop, Starbucks, Reliance Retail, etc. • Naming rights for stations and advertisement wraps for trains are also added to the advertisement order stack-up. Digitalisation • The Company put in place the automation of the Fare Revenue Accounting System by integrating the AFC (Automatic Fare Collection System) with the SAP Accounting System. Through this automation process, system over the traditional document signature for all the invoices raised to customers from various departments of LTMRHL to ensure strengthen security, cut costs, improve digital work flow and save time, avoid paper printing and effectively utilize storage space. Awards and Recognition The Hyderabad metro project has been adjudged the Best Green Building Project by the ET NOW CSR Leadership Awards ceremony. Other prestigious awards received by the Company during the Financial Year 2018-19 include: 1. Golden Peacock Innovative Product / Service award on Leadership for Business excellence and innovation. 2. Exceptional Metro Rail project award from Metro Rail India Summit 3. Best Urban Mass Transit Project award from GOI, Ministry of Housing & Urban Affairs 265 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENt PROJECtS BUSINESS ANNUAL REPORT 2018-19 4 - laning of Halol Godhra Shamlaji highway executed 4. Infrastructure Project of the Year (Outstanding Concrete Structure (Architects Award) from ICI Ultra Tech Award been used for constructing the track, viaduct as well as metro coaches. 5. Outstanding Public-Private-Partnership (PPP) Project in the Metro Sector in India from Rail Analysis India Awards 2019 6. International Leadership Innovation Excellence Award from the Institute of Economic Studies 7. Mobility Maven Special Awards 2018 from CIO 100 – International Data Group (IDG) Environment, Health and Safety L&T Metro Rail Hyderabad Limited considers Environment, Health and Safety as an integral part of its business philosophy. The management of LTMRHL is committed to conserving the environment and providing a safe and healthy workplace. • The metro system provides a welcome relief from the heavy air pollution caused by the growing number of vehicles and the congestion on roads. • It operates on electric systems, thereby curbing emissions. • Sound pollution will be minimal, thanks to the efficiency of the coaches and the advanced engineering that has Safety Features - Hyderabad Metro rail trains run on Automatic Train Operation (ATO) mode with an Automatic Train Protection (ATP) System that continuously monitors and ensures safe train operations. - All vital train-borne equipment, the Station Equipment (computer-based interlocking (CBI) and wayside ATP), and vital signalling equipment are highly safe, and back-ups are available to ensure safe and uninterrupted train operation. - Passenger emergency stop plungers are provided on each platform and in the Station Control Room (SCR) to stop a train immediately in case of emergency. Human Resources The Company has introduced employee-focused initiatives during current year: • Launch of voice-enabled BOT called LISA (LTMRHL Interactive Service Application) for employees of LTMRHL to enable resolution of service requirements • Launch of LnT (Leaders of new Tomorrow) – An idea incubation programme to inculcate the start-up mindset amongst the employees 266 A two-lane road transformed into a 6-lane highway • Implementation of Project Parivartan – Competency Development Programme (a pilot project, based on heuristic study, to inculcate habit of using the e-learning platform in a classroom atmosphere) Risks and Concerns With progress achieved, the construction risk by way of non-availability of required Right of Way (RoW) and delay in approvals from Railways is mitigated to a large extent, except for one stage. The operational risks of safety of commuters and assets and alternative modes of transport are addressed by having a robust in-house team to check the safety measures and holding discussions with nodal agencies of alternative modes of transport to work in a complementary manner. Outlook • Overall ridership expected to increase to approximate 10 lakhs per day on the opening of stages 4/2 and 6/1 in FY 2019-20, thus taking the total metro operations to 66 km. For the balance 5.5 km of stage 6/2, Right-of-Way clearance is yet to come from the Government. The Government of Telangana has plans to implement Phase II of Metro project covering 85 km (including the airport link). This will significantly enhance average ridership due to the network effect. • The Company intends to begin a large integrated development at Raidurg with a potential to develop 3.5 million sq. ft. comprising retail and grade A office space. 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 of projects in thermal and hydel power generation projects aggregating to 1499 MW. In the hydel sector L&T Uttaranchal Hydropower Limited is executing a hydel power project of capacity 99 MW in the state of Uttarakhand, which is in advanced stage of construction. The other three hydel projects in Arunachal Pradesh and Himachal Pradesh are under hold. In thermal sector, Nabha Power Limited owns and operates a 2X700 MW super critical thermal power plant at Rajpura, Punjab. 267 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENt PROJECtS BUSINESS ANNUAL REPORT 2018-19 2 x 700 MW Rajpura Thermal Power Plant, Punjab Nabha Power Limited (NPL) The Company has Power Purchase Agreement (PPA) with Punjab State Power Corporation Limited (PSPCL) for selling all the power generated from this plant for a period of twenty-five years. The plant is built on the supercritical 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 the 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 Bhakra-Nangal distributary is the perennial source of water for the plant under an allocation by the State Government. The plant is operated by an in-house team of experienced operations and maintenance professionals. The power plant has been running successfully for over five years with an availability of over 85% during FY19. NPL has been the most reliable source of power for the state of Punjab and has supported its requirements with uninterrupted supply during the peak season. NPL also happens to be the lowest cost power producer within Punjab with benchmark operational efficiency. Business Environment India’s Electricity Generation grew at 5.4% in FY 19 and there was an addition of 2.12 GW of Thermal Energy Capacity Additions in the same period. The Power Demand in Punjab was 4541 MW (Q4 FY19) registering an 8% increase over the demand in the corresponding period last year. Coal shortages continue to plague power plants, resulting in higher merchant power rates. The Average Power Purchase rate was R 3.92/KWh in FY19 vs R 3.25/ KWh in FY18. Being at the top of the merit order, average energy charge for NPL remained at R 3.30/KWh. 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 • Received a partial payment from PSPCL, based on a favourable Supreme Court judgement in the coal washing matter • Achieved an availability rate of over 85% • Plant operated at PLF of 74% despite plant shutdown due to forced outages • Secured highest ever imported coal approval of 9.5 Lakh MT 268 The 221.4 km Beawar – Pali – Pindwara road in Rajasthan is the longest four lane road project developed under the (PPP) model in the National Highways sector. Devihalli Hassan Toll Road • Ensured complete coverage by CIMFR at SECL through intense efforts e-logbooks which maintains logs of work done by shift engineers to facilitate no-overlap. • CSR initiatives in the area of development of village infrastructure, education, skill building, gender equality, health and environment were implemented during the year • Real time capturing of vital power plant parameters like plant availability, financial data like profitability and billing and making it available on a management dashboard along with relevant historical data. • During the year, the business was awarded and decorated with the following: i) Excellent Energy Efficiency Unit Award by CII, Hyderabad ii) High Efficiency Leadership and Innovation award by PEABODY ENERGY, USA iii) Energy Conservation Award by Punjab Energy Development Agency, Govt. of Punjab Digitalisation Steps taken towards digitalisation are: • Upgradation of the Maximo mobility application – an ERP system which plays a crucial role in asset management, approval of PO/ PR, maintaining logs of plant operations and other HSE functions like Hazard reporting • Development of Mobility apps for approval of Purchase Requisition, Purchase Orders approvals and maintain Environment, Health and Safety The entity is committed to generate reliable and environment-friendly power under safe working conditions. A policy on Quality, Environment, Health and Safety has been put in place. Emphasis is laid on continual improvement of our processes and practices to achieve improved environmental, health and safety performance. Training on EHS for employees and stake holders is undertaken on a regular basis to foster a culture of health and safety. Human Resources The business has built a committed team of professionals experienced in the field of operations and maintenance of power plants. Special emphasis is given to training and development of the workforce through various training programs. In addition to the competency building programs, the business also focusses on soft skills and leadership development. 269 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENt PROJECtS BUSINESS ANNUAL REPORT 2018-19 NH-14 Palanpur-Swaroopganj Highway Risks and Concerns As regards the financial risks, the financial health of the state Discoms remains an area of concern, considering that they are the sole customer. Also, the entity is exposed to cashflow stress pending dispute resolution with PSPCL on certain aspects, though it is fairly positive on the outcome, the risk of unfavourable resolution exists. risk identification, assessment and evaluation, strategy and mitigation and monitoring and review mechanism. The company has implemented multiple measures in each of the risk areas to ensure a pro-active approach and timely mitigation including but not limited to timely major maintenance and repairs, coal import sanctions on domestic shortages, etc. Being a coal based thermal plant, availability of coal fuel, quality of coal received, storage loss, supply chain logistics for fuel including lead time between requisition and arrival of coal wagons, transit loss in terms of quality, as well as quantity of coal continues to be a major operational risk for the business. Demand Supply situation of coal as well as power and the overall market scenario brings about certain business volatility and strategic risks. Additionally, environmental compliances, as well as Government Policies on various aspects of thermal power pose multiple concerns for the business. The risk management policy of the company provides for a robust risk management framework which involves Outlook Punjab is expected to witness a flat growth in demand for electricity during FY 20. NPL is likely to remain the lowest cost power producer amongst the IPPs in the state with expected plant load factor of 78% in FY20. On the fuel side coal supply continues to be challenging in the FY 20. The business has embarked on a five-year strategic plan under the ‘Lakshya 2021’ program of the group. Major focus areas for NPL during FY20 would be maximising plant availability, resolution of long pending litigations, improving operational efficiency, reducing under recoveries in coal, enhancing fuel quality, resolving the regulatory issues, cost management, digitalisation initiatives and EHS compliance. 270 OTHERS Artist’s impression Crescent Bay, Parel Others’ business comprises: 2. Crescent Bay (Parel, Mumbai) a. Realty Business b. L&T Valves Limited c. Construction Equipment and others REALtY BUSINESS Overview: The Realty business is engaged in development of Residential and Commercial projects for sale or lease. The business has its own land bank, as well as operates through partnerships with co-developers, in form of Limited Liability Partnerships (LLPs) with a vertical sharing ratio. Residential Segment 1. Emerald Isle (Powai, Mumbai) Emerald Isle is a flagship residential development of L&T Realty. It is a development on ~20 acres of land in Powai, Mumbai. The development comprises of 2 phases. Phase I comprises 8 towers which are completed. Phase II comprises of 8 towers out of which 4 towers have been launched for sale. L&T Realty is developing a premium residential housing project at Parel, Mumbai on a revenue share basis with Omkar Realtors. The development comprises of 6 high-rise towers forming a crescent shape, named Crescent Bay. The development of 5 towers out of 6 have been completed. 3. Raintree Boulevard (Bengaluru) Raintree Boulevard is a premium integrated development consisting of commercial, residential and retail on ~67 Acres of land in Hebbal, Bengaluru. The residential development is ~39 L. sq. ft. of saleable area spread over 29 acres of Land. Phase I development is in advanced stage of completion. Commercial Segment 1. Seawoods Grand Central Project Seawoods Grand Central in Navi Mumbai is a landmark development and is India’s first Transit- Oriented Development (TOD). Spread across 40 acres, Seawoods Grand Central is a unique combination of Commercial, Retail and Hospitality. It has completed development of ~2.6 M sq. ft. of grade A commercial and retail space. 271 MANAGEMENT DISCUSSION AND ANALYSIS OtHERS ANNUAL REPORT 2018-19 Artist’s impression L&T Business Towers - Powai West 2. L&t Business Park L&T Business Park at Powai is ~15 acres, a campus hosting ~1.5 M sq. ft. of high-quality office space. Further developments are being undertaken in the campus. 3. technology Park, Bengaluru L&T Realty’s project in Bengaluru has a potential development of Grade A commercial office spaces of ~3.3 M sq. ft. which will be taken up in phases. The first phase development of ~1.1 M sq. ft. is already in progress. L&T Realty has gained capabilities and competencies to capitalise on opportunities by leveraging its key strengths which are: • Brand Commitment: Enjoys unparalleled trust amongst customers for capabilities to complete and deliver projects enabling premium realisations in the micro markets. • Execution: Possesses capabilities and partnerships for successful completion of projects and deliver promised quality and ensure safety practices. • transparency: Follows a strong culture of corporate governance and ensures transparency and high levels of business ethics. • Highly qualified execution team: Employs experienced, capable and highly qualified design and 272 project management teams who oversee and execute all aspects of project development. Business Environment Growth of the real estate sector is integral to the growth of the economy. The housing sector alone contributes 5-6 % to the country’s Gross Domestic Product (GDP), with a 11% CAGR over the last decade. The real estate sector comprises four sub sectors - housing, retail, hospitality and commercial. The growth of this sector is well influenced by growth of urbanisation, corporate environment and the demand for office space as well as accommodation. The Government of India and the State Governments are taking multiple initiatives to encourage development in the sector. Policies like Pradhan Mantri Awas Yojna (PMAY), credit-linked subsidy scheme, extension of income tax benefits, the implementation of the Real Estate Regulation Act (RERA), changes in the GST Laws to remove the anomalies of tax rates on under-construction properties, etc., are helping the sector towards growth and an organised playing field. RERA is leading to transformative changes in the sector to improve consumer confidence. The residential segment constitutes 80% of the real estate industry. The residential real estate trends across markets are towards smaller ticket size, compact units to address larger market sizes. Relatively slower sales in the year have resulted in inventory build-up, causing stagnancy or pressure on price realisation. India’s Largest Transit Oriented Development - Seawoods Residences.Navi Mumbai Artist’s impression The commercial segment consisting of sectors like IT/ ITeS, retail, consulting and e-commerce have registered high demand for office space in recent times. The commercial segment is doing well with stable rental appreciations and lower vacancies. Office space demand in the country increased to ~ 36 million sq. ft. (m sq. ft.) during FY 2018-19, duly supported by strong growth of absorption. Office property demand is expected to remain high with annuity seeking investors, both domestic and international, increasingly expanding real estate exposures to hold office and retail assets in India. The successful REIT by Embassy Developers has opened a new chapter in the Commercial real estate segment. Major Achievments • Emerald Isle Residential Development (Ph. I) at Powai comprising of 8 towers (789 flats) having Saleable Area of ~13.87 L. sq. ft. completed in the current financial year. • Successfully concluded commercial asset sale transaction in Powai. • Lease hold Rights obtained from CIDCO for Seawoods Transit Oriented Development Project. Awards and Recognition L&T Realty has been honoured with several awards over the years. During FY 2018-19, the following awards have been received: • Most trusted Brand in Real Estate – L&T Realty (Hindustan Times Real Estate Awards 2018, Mumbai) • Iconic Real Estate Brand – L&T Realty (Times Realty Icons 2018 Awards, Mumbai) • Most Iconic Commercial Project of the year – Seawoods Grand Central (Real Estate & Infrastructure Round Table & Awards – DNA) • Developer of the Year – Commercial (L&T Seawoods Ltd.) – 10th Realty+ Conclave and Excellence Awards 2018 • Integrated Township Project of the year – Raintree Boulevard – 10th Realty+ Conclave and Excellence Awards 2018 • Best Mixed-Use Township Award – Raintree Boulevard – Times Business Awards Digitalisation Sales Force CRM will enable capturing customer sentiments at each touch point. The features focused are lead generation and nurturing, retargeting, remarketing, advocacy, social listening, customer journey from lead to booking of apartment to hand-over will be taken care. L&T Employee Campus App will have features for employees and visitors based on their specific needs and access requirements. Key features include a Welcome and Campus Policy, cafeteria related information, 273 MANAGEMENT DISCUSSION AND ANALYSIS OtHERS ANNUAL REPORT 2018-19 Raintree Boulevard - A mixed-use development at Hebbal, Bengaluru Artist’s impression indoor navigations, digital signage, parking, access, emergency buttons and a gate pass. Employees can also avail of features like booking meeting rooms and bus tracking. Human Resources L&T Realty believes that employees are key contributors to the success of the organisation and endeavours to acknowledge the contribution made by employees. The leadership focus is towards the following: • Attracting and retaining talented, performing employees • Employee development through training, engagement, awareness and wellness L&T Realty is the most preferred employer in the sector because of professional management, learning work culture, focus on safety and a long-term career- oriented work environment. During the year, 530 men days were dedicated for competency enhancement and skill development of the employees through various trainings. Rewarding and recognizing consistent superior performance is essential to build a stronger organisation and create a talent pipeline. The business has a fast-track program for high performing employees to provide them with challenging opportunities to grow faster. Risks and Concerns Prevailing market conditions, meeting customer preferences, obtaining various approvals, price fluctuation, increasing cost of housing loans, liquidity crunch, delay in execution of projects / approvals, increase in costs of steel, cement, increase in minimum wages and regulatory changes are the areas where business is susceptible to risks. L&T Realty has appropriate/adequate risk mitigation plans for business processes at all levels. Outlook The Indian Real Estate sector aims to reach USD 180 billion by the year 2020, with both commercial and residential segments gaining momentum. Cities like Bengaluru, Chennai, and Hyderabad have become development hubs. The steady demand for residential real estate from the IT sector and the implementation of various infrastructure initiatives will be amongst the key reasons for higher demand in these areas. Brands like L&T Realty are well accepted by customers for transparency and delivery capabilities, apart from providing well designed projects in premium locations and strong liquidity. It is ideally placed to strengthen its development foot print by joining hands with owners of land parcels. The business is confident about steady growth in the Commercial segment. It will continue to launch new residential projects in Mumbai, Chennai and a few other large cities. 274 VlavTrac - a revolutionary traceability solution for L&T valves L&t VALVES LIMItED Overview: L&T Valves (LTVL) is a leading manufacturer of industrial valves. The business leverages fifty years of manufacturing excellence to serve key sectors of the economy such as oil and gas, power, petrochemicals, chemicals, water as well as defence and aerospace. L&T Valves manufactures a wide range of products such as Gate, Globe, Check, Ball, Butterfly and Plug valves as well as automation solutions. LTVL is a market leader in India. Over the years, it also has made forays into international markets in select geographies. It operates two manufacturing facilities in southern India (Kancheepuram and Coimbatore) which are equipped with state-of-the- art design and manufacturing infrastructure, while maintaining high standards in the area of health, safety and environment. Business Environment A large volume of the business revenues accrues from the oil and gas sector and through supplies to projects. Oil prices are a key driver. With oil prices recovering during FY 2018 -19, the consumption was driven by project activity in the domestic and international arenas. Investments in the downstream market gathered traction as refinery projects got underway in Middle East. Overall, an increased procurement activity was witnessed in oil and gas sector. Besides oil and gas, power is another sector of interest. Owing to the structural and regulatory stress in this sector, the market growth remained muted during FY 2018-19 with no significant capacity additions in the thermal sector. Demand in process industries took a positive turn on the backdrop of favorable IIP and PMI indices. FY 2019 also witnessed an increasing trend of localization and protectionist policies across the globe. The business has taken note of such trends in specific markets like the Middle East and the US and has planned accordingly. Industrial valves is a highly fragmented market which operates in a highly competitive environment. While the business faced intense competition during FY 2018-19, it has successfully mitigated these challenges and recorded a robust growth during the year. Major Orders Received The entity recorded a growth over 100%. Some of the order highlights include: • Orders received from US distributor (QRC) • Haradh Hawiyah Gas Compression project (Saudi Arabia) from Tecnicas Reunidas 275 MANAGEMENT DISCUSSION AND ANALYSIS OtHERS ANNUAL REPORT 2018-19 L&T Valves’ products and services enhance safety, reliability and performance worldwide • Kuwait Oil Company’s Gathering Centre GC 32 (Kuwait) • Initiated brand labelling products from other from Petrofac International Ltd. manufacturers based in USA, Europe and India • Unique bi-directional check valve provided for defence applications • KOCHI PDPP from BPCL Significant Initiatives The business implemented multiple strategic initiatives in the form of geographic, channel and product expansion during FY 2018-19. • Expansion into US Markets: - Commencement of distribution business in the USA (largest market for valves) by entering into distribution agreements with a few major distribution companies • Introduced a new line of business, ‘After Market’ to cater to service and spares needs of customers across the globe • Embarked upon a major cost reduction journey through design optimization and other initiatives in the areas of sourcing and logistics, helping to remain competitive and benchmark costs with competitors • Initiated a number of operational excellence initiatives during the year to improve cost competitiveness, on- time delivery performance, quality and lead time reduction Digitalisation A few of the major digital initiatives taken include: • Smart Glass – Real time tour for customers from off-sites - Strong entry in this market resulting in orders worth and inspections from customer locations USD 12 Mn. - Successful pilot run for assembly and testing of valves in USA on contract basis – demonstrating local presence and strengthening the brand image there • Digitalisation of stores and material handling through Bar coding, RFID, etc. • Design automation and Test Stand automation • Expanding spread to Europe by establishing distribution network • Integration of Product Life Cycle Management tool with ERP (SAP) • Expansion of product range to increase its share of revenue from the existing customer base • Search Engine - single door access to customers for product documentation 276 The first HIPPS (High Integrity Pressure Protection System) designed and manufactured in India. Environment, Health and Safety Environment, Health and Safety consciousness is a core value and the business is committed to achieving EHS excellence at all workplaces. Various initiatives in the area of health, safety and environment helped the Company achieve a ‘zero man days lost’ record during the year as also receive recognition and awards in these areas. • Awarded the state level Health & Safety award by National Safety Council, Tamil Nadu chapter are undertaken to motivate employees and maintain a harmonious work place. Risks and Concerns The entity has a robust risk management framework in place and has implemented a risk management policy to identify, monitor and mitigate major risks faced by the business. Taking note of the large quantum of ‘projects’ business, it has implemented a pre-bid risk review process during FY 2018-19. • 10KW solar lighting systems installed in KPM for office lighting • Water Consumption is down to 46.5 litres/employee/day compared to 63.43 litres in FY 17-18 Increased competition, low entry barriers, aggressive pricing strategies, increasing trend in protectionist policies, supply chain capacity constraints and execution delays affecting delivery performance are seen as some of the main risks faced. • Single use, throw-away plastic items restricted at both the plants During FY 2018-19, the business undertook various risk mitigation initiatives including: Human Resources The business has built a committed and experienced team of professionals across its manufacturing plants and corporate and marketing offices. Special emphasis is given to training and development of the workforce through various training programs. In addition to the competency building programs, focus is also on soft skills and leadership development. Various engagement initiatives • Geographic, product and channel expansion • Improving cost competitiveness through cost reduction measures • Special efforts to expand its sourcing base, both locally and overseas • Addressed supply chain constraints in terms of cost, capacity and lead times by altering processes 277 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2018-19 Komatsu HD785 Dump Truck Komatsu PC350LC-8M0 Hydraulic Excavator • Introduced a variety of operational excellence initiatives to enhance execution efficiency and improve the on-time delivery performance. These include: - Shop-floor lean improvements - Digitised planning and procurement - Online integration of shop floor activities Outlook A comprehensive analysis of the market provides pointers to immense opportunities in terms of head room available in the oil and gas sector as also the high potential for growth in geographies like America, Europe, Middle East, Africa and Asia Pacific. A focused effort to pursue prospects in Europe and America will not only help expand its customer base but also help in de-risking its dependence on existing markets. Similarly, opportunities in the distribution space, which is the preferred channel in some of the major markets, will also help in mitigating high exposure to projects. On the domestic front and in the oil and gas sector, investments are expected in debottlenecking and capacity expansion projects in the year FY 2019-20. It also shall track investments in pipeline and marketing terminals which are likely to come up. Opportunities are opening up in defence and nuclear space which augur well for the business’s established track record in this area. Globally, in an environment of stable oil prices, the business outlook shall remain positive. Investments in oil and gas projects are expected to continue in the Middle East and some parts of Africa. Similarly, project implementations in downstream and gas development are expected to continue in Europe. Overall, prospects from EPC players are expected to continue at the same levels. Setting up of an ‘after-market’ business has opened up new opportunities across the world and the Company expects a positive impact of this initiative on its order inflows during FY 2019-20. CONSTRUCTION EQUIPMENT & OTHERS Overview: The Construction Equipment & Others (CE&O) business manufactures, distributes and provides after-sales support for construction and mining equipment for diverse industries and applications. The business also manufactures and markets Tyre Curing Presses, Tyre Building Machines and provides solutions for the tyre manufacturing industry globally. The CE&O business consists of two broad segments, namely, Construction & Mining Machinery 278 L&T 1190D Soil Compactor L&T 2490HD Pneumatic Tyred Roller (CMM) and Rubber Processing Machinery (RPM). CMM further comprises the Construction & Mining Machinery business unit (CMB) and L&T Construction Equipment Limited (LTCEL), a wholly-owned subsidiary of L&T. The RPM business comprises L&T Rubber Processing Machinery business unit (LTRPM) and L&T Kobelco Machinery Private Limited (LTKMPL), a Joint Venture with Kobe Steel, Ltd., Japan (with L&T holding a 51% stake and 49% by Kobe). In April 2019, L&T fully exited its investment in LTKMPL with Kobe buying over the 51% stake held by L&T in LTKMPL, while LTRPM continues to represent LTKMPL for marketing its products. The CMB division focuses on distribution and after sales service for hydraulic excavators and dump trucks manufactured by Komatsu India Private Limited (KIPL) and other mining and construction equipment manufactured by Komatsu worldwide. It also handles the distribution of a range of construction equipment including hydraulic excavators, wheel loaders and compactors manufactured by LTCEL and Mining Tipper Trucks manufactured by Scania India. LTCEL, located in Doddaballapur near Bangalore, manufactures vibratory compactors, wheel loaders, hydraulic excavators, asphalt paver finishers, pneumatic tyred rollers, skid steer loaders, hydraulic power packs, cylinders, pumps and other components. LTRPM, located in Kancheepuram near Chennai, manufactures and markets rubber processing machinery i.e. mechanical and hydraulic tyre curing presses, tyre building machines, conveyor systems and tyre automation systems for the tyre industry both domestically and globally. LTKMPL is in the business of designing, engineering, manufacturing, installation and servicing of rubber processing machinery (mixers and twin-screw roller head extruders) and spares. The Product Development Centre (PDC) based at Coimbatore, renders engineering and product development support for all the businesses. Business Environment Construction and Mining Machinery Business Construction and mining sectors are the key demand drivers of CMM business. During the year, highway construction increased from 27 Km/day to 29 Km/day, rail-track construction increased from 5.1 Km/day to 5.8 Km/day and cargo handling capacity at major ports increased from 1451 MMT to 1540 MMT. In the mining sector, coal production registered a growth of ~ 5.7% over the previous year. In the cement sector, the installed capacity increased from 455 MT to 478 MT with an increase in overall production from 296 MT to 328 MT in FY 19. The auction of around 24 limestone mines was completed during FY 2018-19. 279 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2018-19 L&T 9020sx Wheel Loader Scania P440 Tipper Truck However, with NBFC crisis impacting liquidity in the economy, stiff competition from domestic equipment manufacturers and a number of Chinese mining equipment manufacturers – especially in dump truck, tipper and wheel loader segments – impacted growth. • VPR Mining Infra – Scania mining trucks • National Mineral Development Corp. – Komatsu mining equipment and spares • PC Patel Infra – Komatsu mining equipment Rubber Processing Machinery Business The performance of the automobile and tyre industries are the major influencing factors for the business. The global auto industry registered a moderate growth and did well in markets like India, Russia and Brazil in the current year. However, China saw a steep fall in passenger car sales and the US market remained flat. India produces about 3.5 million passenger cars per year, although the last quarter of FY 2018-19 did see a bit of de-growth. In the commercial vehicles (CV) segment, the current year has witnessed growth as high as 25%, because of the low base effect. In the OTR (Off The Road) market in India, the demand for tyres has been good and many of the customers have gone ahead with expansion plans, providing good business opportunities. The segment saw a growth of 20 % over the previous year. Major Orders Received in CMB The following major orders were received during the year: • Singareni Collieries Company Limited – Komatsu mining equipment and spares Significant Initiatives Construction and Mining Machinery Business CMB introduced a number of business expansion activities during FY 2018-19. It introduced new equipment models for the construction and mining equipment such as an 80T excavator with a large bucket, rock body Scania tippers, etc., which helped in delivering additional sales. With the availability of spares being brought closer to customer sites, the availability guarantee of the machines has increased from 84% to 92% and thereby increasing sales of spares for the business. With the continued focus on capturing the hiring segment, CMB promoted lease financing programmes with low investment and low EMI. In order to retain customers and overcome the competition, CMB has been educating customers to evaluate the equipment on the basis of lower life-cycle costs, quick serviceability, etc. CMB’s 6th Service centre was opened in May 2018 in Singrauli covering over 800 machines in the region. Rubber Processing Machinery Business An array of newer models was developed and newer variants were introduced into the market viz. a new low 280 PCR Floor Mounted Hydraulic Press PCR Hydraulic press deck height series of passenger car tyre hydraulic press and a new variant of tyre building machine (TBM) called Zeus being exported to a tyre manufacturer in US and targeting new customers in the US and European markets. LTRPM also strengthened its portfolio on Tyre Handling Automation Solutions and increased its focus on product support and services. Apart from these, LTRPM also focused on a number of process-related initiatives such as design process modernisation, long-term vendor contracts with 360-degree support, product reliability enhancements, digitalisation, etc. As part of the plan of expanding global reach, LTRPM also set up its office in the United States and has identified a similar plan for Europe. During the year 2018-19, a new technology called Hyper Cooled Rotor KCS 3.0, with a higher cooling capacity was introduced by LTKMPL, which is suitable for mixing rubber at lower temperatures. Digitalisation On the digital front, the LTRPM business has established a system for updating the material status on a continuous basis, both for in-house and purchased parts. QR code based traceability for the components has been introduced. Digitalisation in CMB was implemented in stages throughout the year, which offered superior ICT tools, customer savings through machine performance monitoring and enhanced financier comfort. Environment, Health and Safety Safety Officers have been appointed at all the units and report to management personnel responsible for ensuring the safety practices are strictly adhered to. Safety audits are conducted regularly to ensure that the safety practices are in place and being followed. The manufacturing unit of LTCEL has been certified for its Integrated Management System (Environmental management systems as per ISO 14001:2004 and OHSAS 18001:2007 for Occupational Health and Safety Management systems). Human Resources The Company has progressively built a team of committed professionals across its manufacturing plants and corporate offices. Emphasis on training and development of the workforce has been the focus area. Additionally, competency building programs for leadership development and various engagement initiatives have been undertaken to sustain the employees’ motivation and maintain a harmonious work place. Consequently, the Industrial Relations scenario has remained cordial in the manufacturing units of the group. There were no cases of violations during the year under the whistle blower policy and policy on ‘Protection of Women’s Rights at Workplace’. Risks and Concerns Foreign currency fluctuation poses one of the major risks, as the LTRPM business has significant portion of imports 281 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2018-19 OTR Mechanical press TBR Hydraulic Press and also exports goods. However, the business has mitigation plans in place to counter the impacts of currency volatility. Increased market competition and macro- economic volatility is a continuing concern for the business. Outlook Construction and Mining Machinery Business CMB plans to strengthen position in the premium segment and also increase its focus on large contractors, large irrigation projects and coal OB (overburden) removal contractors. Government initiatives in infrastructure development, affordable housing etc. are expected to drive demand in the cement sector, which in-turn will boost demand for dump trucks, dozers and other mining equipment. The dozer segment is expected to grow by ~25%. Demand for Komatsu excavators is expected to increase by ~11% for FY 2019-20. The motor graders segment is expected to increase by ~14%. With ~60% of demand for mining equipment coming from Coal PSUs, CMB is planning to target selective tenders along with Komatsu. In the parts and services segment, CMB plans to introduce newer and more innovative, user-friendly spares. It also plans to develop dealers for construction equipment component repairs. Rubber Processing Machinery Business The global tyre market totalled USD 73.9 Bn in 2017 and is expected to grow up to USD 98.56 Bn in 2024 at a CAGR of 4.2% as per the market research, with light-vehicle tyres accounting for around 60% of sales and truck tyres 30%. Few brownfield projects have been announced in the Truck Bus Radial and Off The Road segments. In the international market, tyre industries have announced few projects for investment. LTRPM’s discussions with some of the leading players in Europe and US should give the unit good opportunities for better order inflow in FY 2019-20. CMB also expects the spares and auxiliaries business to grow by ~13% and plans to introduce newer attachments to boost sales. In the domestic market, with the Indian auto slow down and the general elections held in Q1 of FY 2019-20, the order inflow for FY 2019-20 may face some difficulties. 282 Financial Review 2018-19 I. L&T CONSOLIDATED A. PERFORMANCE REVIEW Indian economy is poised to gain out of structural reforms like GST, IBC etc. and initiatives such as Demonetisation. The year witnessed pick up in project awards and improved execution environment. Backed by incremental tax revenues and widening tax base, it is likely to give Central Government good financial wherewithal to fund infrastructure capex as well as uplift weaker sections of society through social spending. State governments have also steadily increased investment in public sector infrastructure projects such as state roads, transmission and distribution networks, metro rail networks and irrigation facilities. With Insolvency & Bankruptcy Code maturing, bank finances were channelled to growth prone areas, resulting in pick up in private sector investments, especially in health sector and in other services sector. This added with Governments thrust on infrastructure growth saw pick up in airports expansion although decision making in areas such as defence manufacturing towards Make in India programme is yet to gather the required momentum. Public sector spends reflects strong investment momentum in areas of compliance requirements in refinery, reduction in import dependence in fertiliser, water supply & distribution, Metro Rail Networks, Road adjacencies (special bridges, expressways and city flyovers) and Transmission & Distribution. The strong underlying macro drivers of investments in these sectors are expected to continue well into FY 2019-20 and beyond, though the General Elections in first quarter of FY 2019-20 may have some impact on decision making process. On the global front, the year gone by has seen significant volatility. Increase in protectionist barriers, sensitive geo- political developments, moderation of growth in China, oil price & commodity price fluctuations, are impacting the way of doing business. The business environment remained competitive, with surplus capacity causing pricing pressures. In this backdrop, the Group recorded stellar performance of its businesses in diverse sectors. The Company continued to focus on its goal of maximizing shareholder value by divesting assets identified for sale, achieving operational excellence through digital initiatives in furtherance to improve cost competitiveness, containing working capital along with better funds management and investing in value accretive acquisitions. During the year the Company concluded the stake sale in a container port in Tamil Nadu on receipt of regulatory approvals. The Company also monetized 5 road projects by transferring them to a listed Infrastructure Investment Trust (IndInfravit Trust). The Company has received an approval from Competition Commission of India (CCI) for divestment of its Electrical & Automation business, subject to compliance to certain conditions the details of which are awaited. L&T Metro Rail (Hyderabad) Limited, a subsidiary company, commissioned additional 26 km stretch of metro rail network in the city of Hyderabad during the year. The year also saw growth momentum in its listed subsidiaries namely L&T Infotech Limited, L&T Technology Services and L&T Financial Services with all three of them recording notable growth. As at March 31, 2019, L&T Group comprises 110 subsidiaries, 8 associates, 27 joint venture companies and 31 joint operations. Most of the group companies are strategic extensions of the project and product businesses of L&T, while hydrocarbon business is housed in a separate set of group companies to provide the desired focus and independent functioning. 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 and Financial Services are housed in separate listed subsidiaries. The development projects business reside in separate subsidiaries and joint venture Companies. Order Inflow and Order Book L&T Group achieved order inflow of R 176834 crore during the year 2018-19, registering a growth of 15.6% over the previous year. Focus on infrastructure at both the Centre and States, coupled with pick up in select private sector investments, have resulted in order inflow growth. The year witnessed increased investment by State authorities, especially in water supply & distribution and irrigation sectors. Big ticket orders were received from public sector entities mainly in Infrastructure and Hydrocarbon. During the year, Hydrocarbon business achieved a breakthrough in Algeria on receipt of large value order which boosted International order inflow. This resulted in lowering the composition of business from Middle East. Order Inflow growth was mainly driven by Infrastructure segment, contributing 54% of the total order inflow for the year and Hydrocarbon contributing 16%. Growth was achieved with increased large value orders received from airport, metro, water supply & distribution, lift irrigation, health and refinery segment. 283 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2018-19 R crore 220000 – Order Inflow 15.6% 165000 – 152908 23% 35853 110000 – 5500 – 77% 117055 176834 46805 26% 130029 74% 0 – – 2017-18 – 2018-19 – Domestic International A robust order book of R 293427 crore as at March 31, 2019 gives multi-year revenue and margin visibility to the Company. With current year order inflow being largely domestic centric, the composition of international order book declined to 22% as at March 31, 2019, as compared to 24% in the previous year. Infrastructure segment continues to contribute 76% of the consolidated order book. With increased opportunities in Hydrocarbon sector, the share in order book has increased from 10% to 14%. As the year saw major order awards from State Government’s, the share of order book from State Governments has increased, with reduced share of orders from Central Government. R crore 375000 – 300000 – 225000 – 24% Order Book 11.5% 263107 62506 293427 63266 22% 150000 – 75000 – 0 – – 76% 200601 230161 78% 2017-18 – 2018-19 – Domestic International Order Book Composition R crore 39717 14%, (10%) 5843 2%, (1%) 2647 1%, (1%) 4760 1%, (1%) 11532 4%, (5%) 7078 2%, (4%) Infrastructure Power Defence Engineering Heavy Engineering Electrical & Automation Hydrocarbon 221850 76%, (78%) Others Total Order Book: R 293427 crore as at 31st March 2019 [Figures in brackets relate to previous year] Consolidated Revenue from Operations L&T Group recorded revenue of R 141007 crore during the year, registering a growth of 17.6%. Revenue earned from international operations comprised 32% as compared to 33% in the previous year. Gross Revenue from Operations R crore 175000 – 140000 – 105000 – 70000 – 35000 – 0 – – 17.6% 141007 45109 32% 95898 68% 119862 33% 39699 67% 80163 2017-18 – 2018-19 – Domestic International The growth in revenue was achieved with pick up of execution momentum in project businesses and substantial growth in services businesses. In product business, Electrical & Automation business achieved good growth on better offtake in Electrical Standard Products & higher demands in Metering Protection Systems, while Valves revenue was impacted due to delays in client clearances. Pick up in execution momentum in large value orders in order book in Transportation Infra, Heavy Civil Infra, Water Effluent and Treatment, Hydrocarbon and Defence, led the revenue growth in project business. Revenue in Realty business on application of Ind AS 115 from April 1, 2018, is now recognized based on ‘Hand- over’ of residential units, change from earlier cost based percentage completion method. This may lead to lumpiness in revenue and profit recognition for a given period. Share of revenue of Services business increased from 18% to 19%, with similar share being reduced of Infrastructure segment. Segmentwise Gross Revenue R crore 5068 3%, (3%) 5935 4%, (4%) 12638 9%, (8%) 14553 10%, (9%) 15176 11%, (10%) 6093 4%, (5%) 2514 2%, (1%) 3849 3%, (3%) 3983 3%, (5%) 73204 51%, (52%) Infrastructure Power Defence Engineering Heavy Engineering Electrical & Automation Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others * includes inter segment revenue R 2006 crore for FY 19 and R 2046 crore for FY 18 [Figures in brackets relate to previous year] 284 Operating Cost and PBDIT Manufacturing, Construction and Operating (MCO) expenses at R 99281 increased by 19.2% over FY 2017- 18. These expenses mainly comprise cost of construction material, raw materials and components, subcontracting expenses and interest costs in Financial Services business. This represent 70.4% of revenue, an increase by 90 bps, mainly due to cost overruns encountered in some roads, elevated corridor projects in the Transportation Infrastructure vertical. Operating expenses & Profitability 2018-19 [% to revenue] 11.6% (11.4%) 5.2% (6.4%) 12.8% (12.7%) Mfg. Contruction & Operating Expenses Staff Expenses Sales, Administration & Other expenses Operating Profit (PBDIT) 70.4% (69.5%) [Figures in brackets relate to previous year] Staff expenses for the year 2018-19 at R 18101 crore increased by 18.5% over the previous year. Staff Cost as a percentage of revenue marginally increased to 12.8% from 12.7%, representing normal increments and increase in manpower in the services business. The Group is sustaining its focus on improved productivity, digitalisation and manpower rationalisation. Sales and administration expenses decreased by 4.3% y-o-y to R 7301 crore, mainly on lower provisions towards customer receivables and credit losses. The Group operating profit at R 16325 crore for the year 2018-19 registered a healthy growth of 19.7% y-o-y. The EBITDA margins for the year also improved by 20 basis points to 11.6%. Favourable job mix, coupled with execution efficiencies in Defence, Heavy Engineering and Hydrocarbon, cost optimization measures in product businesses, monetization of a Realty asset and container port at Kattupalli and strong growth in IT & TS businesses, contributed in offsetting the impact of cost overruns encountered in some projects in the Infrastructure segment. Depreciation and Amortization charge Depreciation and amortization charge for the year 2018-19 increased by 8.1% to R 2084 crore, compared to R 1929 crore in previous year. The increase was largely due to impairment of assets in hydel projects. Other Income Other income at R 1852 crore, increased by 38% over R 1342 crore, consists of profit on sale of liquid investments, interest and dividend income from treasury investments. The growth was on account of higher interest income, lower charge towards mark-to-market (MTM) of derivatives and higher cross-sell income in Financial Services. Finance cost The interest expenses for the year 2018-19 at R 1806 crore was higher by 17.4% in comparison to R 1539 crore for the previous year. The increase was attributable to the higher interest cost in L&T Hyderabad Metro Rail upon partial commencement of operations. Further, higher proportion of interest bearing advances in Infrastructure businesses resulted in increase in average borrowing cost for the year to 7.9%, as compared to 7.3% in the previous year. Exceptional Items Exceptional items of R 295 crore during the year represents recognition of certain customer dues (covered in insolvency proceedings), now considered as recoverable based on favourable NCLAT order received during this year. Tax Expense Income Tax charge for FY 2018-19 increased to R 4343 crore compared to R 3199 crore in FY 2017-18 on increased profits and higher effective tax rate. Consolidated Profit after Tax and EPS Consolidated Profit after Tax (PAT) at R 8905 crore for the year 2018-19 rose by 20.8% over the previous year at R 7370 crore. Consolidated Basic Earnings per Share (EPS) for the year 2018-19 at R 63.51 registered a substantial growth over previous year at R 52.62. Return on Consolidated Net Worth The Net Worth, as on March 31, 2019, at R 62375 crore, reflects net increase of R 7471 crore, as compared to the position as on March 31, 2018. Return on Net worth (RONW) for the year 2018-19 was higher at 15.3%, compared to 14.1% in the previous year, driven by increase in net earnings. 285 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REvIEW ANNUAL REPORT 2018-19 R crore 70000 – 60000 – 50000 – 40000 – 30000 – 20000 – 10000 – 0 – – Return on Equity 54904 14.1% 62375 15.3% 2017-18 – 2018-19 – Net worth RONW% Liquidity & Gearing Cash flow from operations (excluding change in loans and advances towards financing activities) increased to R 9139 crore as compared to R 6428 crore in the previous year due to better operational efficiencies and thrust on customer collections. Borrowings increased by R 4319 crore to sustain higher level of operations. During the year, additional funds were generated from divestment of stake in subsidiary companies and treasury income. Funds were used for strategic investments and investments in S&A companies. Further, the group incurred capital expenditure of R 3475 crore, payment of dividend R 2647 crore and net interest expense of R 2982 crore during the year. There was a net decrease of R 275 crore in the cash balances as at March 31, 2019 as compared to the beginning of the year. 9139 4319 2885 v crore FY 18-19 FY 17-18 6428 (3691) 1413 Consolidated Fund Flow Statement Particulars Operating activities Borrowings/(Repayment) of Borrowings Receipt from/(Payment to) minority interest (net) Treasury and dividend income ESOP Proceeds (net) Decrease/(lncrease) in cash balance Sources of Funds Capital expenditure (net) Purchase/(Sale) of other investments Net investment/(divestment) Dividend paid Interest paid Utilisation of Funds The total borrowings as at March 31, 2019 stood at R 125555 crore as compared to R 107524 crore as at March 2019. The gross debt equity ratio increased to 1.81:1 as at March 31, 2019 from 1.79:1 as at March 31, 2018. The net debt equity ratio stood at 1.52:1, same as at March 31, 2018. 3278 50 (3254) 4224 2015 (2175) (477) 2390 2471 4224 987 11 275 17616 3475 8252 260 2647 2982 17616 Infrastructure Segment B. SEGMENT WISE PERFORMANCE (GROUP) 1. Infrastructure segment now includes Metallurgical and Material Handling (MMH) business, which was reported under “Other” segment last year. Accordingly, previous year figures have been regrouped wherever necessary. Infrastructure segment won orders worth R 95743 crore, higher by 2.8% over the previous year, mainly from domestic state government and private customers. Large value orders were bagged by Building & Factories, Heavy Civil Infrastructure, Transportation Infrastructure and Water Effluent Treatment businesses. Strong investment by private sector in the airport segment and health segment boosted the order inflow momentum of Building and Factories. The demand from Housing segment however grew meagerly on account of unsold inventory. Water Effluent & Treatment business registered a significant growth with order wins from Madhya Pradesh for Water Supply & distribution and irrigation projects. Smart World & Communication registered growth benefitting from social sectors like E-shiksha and growth in communication network. The order inflow momentum was maintained in Power Transmission and Distribution business on orders received from Power Utilities and Middle East. The Order Inflow growth was impacted in the Heavy Civil Infrastructure, Transportation Infrastructure and Metallurgical and Material Handling business by deferral of some large value orders. The share of international order inflow remained at 16%, same as previous year, with reduced contribution from Middle East compensated by higher proportion of orders from South East Asian and African countries. International order wins were predominantly in Power Transmission & Distribution, with Buildings & Factories and Transportation Infrastructure each receiving one large value order from international market. R crore 125000 – 100000 – 75000 – 50000 – 25000 – 0 – – Order Inflow 2.8% 93167 14468 16% 95743 14846 16% 84% 78699 80897 84% 2017-18 – 2018-19 – Domestic International 286 Infrastructure segment clocked gross revenue of R 73204 crore for the year 2018-19 registering 15.4% growth over the previous year. With strong executable opening order book, supported by necessary operational actions and statutory clearances, the execution progress picked up, resulting in revenue growth. All businesses of the segment registered a strong growth, except Smart World & Communications due to delay in receipt of clearances and new awards and in Metallurgical & Material Handling business on two large value projects in the portfolio encountering challenges for execution clearances. Revenue from international operations constituted 26% of the total revenues of the segment during the year as compared to 29% in the previous year, with reduced mix of international orders in opening order book. Infrastructure Segment earned operating profit of R 6154 crore. There was a decline in margins from 9.8% to 8.5% due to cost and time overruns in certain projects in roads and elevated corridors in Transportation Infrastructure, lower capacity utilization in Smart World & Communications and Metallurgical & Material Handling business. Gross Revenue and OPM% 15.4% a result of the mandate from Ministry of Environment, Forest and Climate Change. However, in the main stream of EPC jobs in coal based projects, the tender pipeline during FY 2018-19 was quite thin. R crore 4500 – 3000 – Order Inflow 20.9% 2414 1500 – 86% 2067 2919 475 16% 2444 84% 14% 0 – – 347 2017-18 – 2018-19 – Domestic International Power segment revenue declined y-o-y by 35.8% to R 3983 crore, on the back of declining order book and delay in receipt of new awards. With pick up in execution momentum for order received from Bangladesh in previous year, composition of revenue from international projects increased to 35% of total revenue for the segment, from 24% in previous year. Segment operating profit though reduced to R 177 crore from R 208 crore from previous year, the margins improved from 3.4% in FY 2017-18 to 4.5% in FY 2018- 19 on higher proportion of international orders. R crore 100000 – 80000 – 60000 – 40000 – 20000 – 0 – – 29% 63417 18142 9.8% 71% 45275 73204 19109 26% 8.5% 54095 74% 2017-18 – 2018-19 – Domestic International OPM % R crore 8000 – 6000 – 4000 – 2000 – 0 – – Gross Revenue and OPM% (35.8%) 6208 1468 24% 76% 4740 3.4% 2017-18 3983 1384 4.5% 2599 35% 65% – 2018-19 – The Funds employed by the segment at R 23940 crore as at March 31, 2019 increased by 7.6% vis-à-vis March 31, 2018, reflecting larger scale of operations. Increase in Gross Working Capital due to buildup of project work-in-progress and increase in receivables was partially compensated by better vendor credit management and increase in customer advances on new order wins. 2. Power Segment Power segment bagged orders worth R 2919 crore as compared to R 2414 crore in the previous year. The current year order inflow was mainly on back of domestic orders won for Flue Gas Desulphurisation projects as Domestic International OPM % The Funds employed by the segment stood at R 1192 crore as at March 31, 2019 higher than R 844 crore as on March 31, 2018 due to delay in collection of retention amount in jobs nearing completion and higher carrying value of Investment in Joint Ventures under Power Group, consolidated through equity method under Ind AS. 3. Heavy Engineering Segment Defence and Aerospace business which was part of Heavy Engineering segment last year is reported as a separate segment from the current financial year. Accordingly, previous year figures have been regrouped wherever necessary. 287 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2018-19 Heavy Engineering segment comprises of engineered- to-order critical equipment, piping and systems for core sector industries like fertiliser, petrochemical, refinery, oil & gas, gasification, thermal and nuclear power. Heavy Engineering segment recorded order inflow of R 4049 crore for the year ending March 31, 2019, higher by 78.1% as compared to the previous year. Growth during the year was mainly driven by increased demand for clean fuel projects complying with EUR6/BS-VI norms and change in MARPOL regulation norms by 2020. With significant orders received from EPC customers from Europe & USA in oil & gas segment, share of orders from international increased from 25% in previous year to 67% in current year. R crore 6000 – 4000 – 2000 – 0 – – Order Inflow 78.1% 2273 563 1710 25% 75% 2017-18 – 4049 2728 67% 1321 2018-19 33% – Domestic International Segment gross revenue of R 2514 crore registered a growth of 53.7% compared to the previous year on the back of improved order book coupled with good execution progress in refinery, oil and gas equipment business. Revenue from international operations constituted 47% of the total revenue for the segment. The segment recorded a significant increase in the operating profit for the year at R 532 crore, registering margin growth from 21.1% to 24.5% on accrual of other income and write back of provisions that were no longer required. Gross Revenue and OPM% 53.7% R crore 3000 – 2000 – 1000 – 1635 45% 738 55% 0 – – 21.1% 897 2017-18 2514 1184 47% 24.5% 1330 53% – 2018-19 – Domestic International OPM % Funds employed by the segment as on March 31, 2019 at R 2503 crore, registered an increase of 3% over the 288 previous year on additional capex and increase in working capital to support increased business volume. 4. Defence Engineering Segment Defence Engineering comprising Defence and Aerospace business (part of Heavy Engineering Segment till end FY 2017-18) & Shipbuilding business (part of “Others” segment till end FY 2017-18) is being reported as a separate segment since April 2018. Marine switchgear business which was earlier part of Electrical & Automation Segment is a part of the segment from October 2018 onwards. Defence engineering segment recorded order inflow of R 3016 crore for the year ending March 31, 2019, lower by 18.6% as compared to the previous year due to deferral of a major order in Shipbuilding business. International orders constitutes 17% of the total order inflows compared to 12% in the previous year. Order Inflow (18.6%) 3706 454 12% R crore 4500 – 3000 – 1500 – 88% 3252 3016 506 17% 2510 83% 0 – – 2017-18 – 2018-19 – Domestic International Segment gross revenue of R 3849 crore improved by 19.5% compared to the previous year. Growth was mainly contributed by better execution of certain defence order partially offset by de-growth in Shipbuilding business. Revenue from international operations constituted 9% of the total revenue for the segment. The operating margin improved from 8.2% in previous year to 16.2% in current year upon accelerated progress on a defence order and cost savings in a project in the shipbuilding business. Gross Revenue and OPM% 19.5% R crore 5000 – 6% 2500 – 3220 183 3037 94% 8.2% 3849 332 16.2% 9% 3517 91% 0 – – 2017-18 – 2018-19 – Domestic International OPM % Funds employed by the segment as on March 31, 2019 at R 2862 crore decreased 8.1% y-o-y, on account of better collections. 5. Electrical & Automation Segment (E&A) E&A business recorded gross revenue of R 6094 crore for the year, an increase of 10.6% over the previous year. Revenue from international operations marginally declined to 27% of the total revenues of the segment. Segment operating profit for the year improved to R 1012 crore, a 23.1% increase over previous year. Operating margins improved during the year by 150 basis points to 17.5%, owing to better operational efficiencies and favourable product mix. R crore 7500 – 6000 – 4500 – 3000 – 1500 – 0 – – Gross Revenue and OPM% 10.6% 5508 28% 1546 16.0% 72% 3962 6094 1645 27% 17.5% 4449 73% 2017-18 – 2018-19 – Domestic International OPM % Funds employed at R 2280 crore marginally decreased by 1.3% y-o-y aided by better collections from customer Segment performance is after adjusting performance of marine switchgear business which was part of the segment till September 2018, thereafter transferred to Defence Engineering segment as a part of business portfolio restructuring. The Company entered into a definitive agreement 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. CCI approval, subject to certain amendments details of which is awaited, is received. The business transfer will be effected on acceptance of the amendments and consequent completion of all formalities and approvals. 6. Hydrocarbon Segment to R 27871 crore during the year, driven by a number of large value onshore orders, recording a growth of 76.3%. The business achieved break through success in new region – Algeria during the year, resulting in composition of international orders increasing to 45% from 38% in the previous year. R crore 35000 – 28000 – 21000 – 14000 – 7000 – 0 – – Order Inflow 76.3% 15811 38% 5941 62% 9870 27871 12492 45% 15379 55% 2017-18 – 2018-19 – Domestic International Segment revenue at R 15176 crore for the year grew by 29.1% y-o-y, enabled by on time execution of large orders in onshore and fast track projects in offshore business. International revenue declined to 53% of the total revenue of the segment as compared to 58% in the previous year, due to reduced share of international orders in opening order book and orders received during the year are yet to pick up execution momentum. Segment operating profit for the year improved to R 1330 crore, with margins improving by 110 basis points from 7.7% to 8.8% reflecting operational / execution efficiencies. R crore 18000 – 12000 – 6000 – Gross Revenue and OPM% 29.1% 58% 11760 6769 7.7% 42% 4991 15176 7971 53% 8.8% 7205 47% 0 – – 2017-18 – 2018-19 – Domestic International OPM % Hydrocarbon segment registered a strong performance with large growth in order inflow and profitable revenue growth. The segment secured fresh orders aggregating Funds employed by the segment at R 2128 crore increased by 53.6% as compared to March 31, 2018 reflecting higher investible surplus. 289 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2018-19 7. IT & Technology Services (IT & TS) IT & TS segment comprises Larsen & Toubro Infotech group of companies and Larsen & Toubro Technology Services group of companies, which were listed in FY 2016-17. Segment recorded gross revenue of R 14553 crore for the year ended March 31, 2019 registering a growth of 28.1% over the previous year. International revenue constitutes a steady 90% the total revenue of the segment. The Segment Operating profit was at R 3336 crore for the year 2018-19 as compared to R 2391 crore in the previous year. Operating margin improved by 180 basis points mainly on account of depreciation of rupee and better operational efficiencies. Gross Revenue and OPM% 28.1% R crore 18000 – 12000 – 6000 – 11357 21.4% 14553 23.2% 0 – – 2017-18 – 2018-19 – Revenue OPM % The Funds employed by the segment at R 7071 crore as at March 31, 2019 is higher by 31.4% as compared to March 31, 2018 due to investment on acquisition of new subsidiaries. During the year, the company divested 7.5% stake in L&T Infotech and 8.5% 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. L&T’s shareholding in LTI and LTTS as on March 31, 2019 is 74.80% and 78.88% respectively. 8. Financial Services (FS) 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. Segment revenue grew 25.6% y-o-y at R 12638 crore during the year ended March 31, 2019 aided by growth in the loan assets. R crore 18000 – Gross Revenue 25.6% 12638 12000 – 10064 6000 – 0 – – 2017-18 – 2018-19 – Disbursal of fresh Loans and Advances in Wholesale, Real Estate, Micro Loans and Farm portfolio amounted to R 58224 crore during the year ended March 31, 2019, a decline of 13% y-o-y. The Asset Book stood at R 99121 crore as at March 31, 2019 recording a growth of 16% y-o-y. The Net interest margins at 6.8% improved over 5.9% in the previous year. Total Assets and NIM % R crore 120000 – 100000 – 80000 – 60000 – 40000 – 20000 – 0 – – 104842 6.8 86089 5.9 2017-18 – Total Assets 2018-19 NIM% – The Gross Non-Performing Assets (GNPA) ratio decreased from 8.7% (restated) as at March 31, 2018 to 5.9% as at March 31, 2019. LTFH has been strengthening its balance sheet throughout the year by building macro prudential provisions for unanticipated future event risk, over and above the expected credit losses on GS3 and standard asset provisions. The coverage on GNPA is maintained at 61% (restated as per new RBI norms) for the year ended March 31, 2019. Net NPA ratio has reduced to 2.40% (restated) as at 31st March 2019 against 3.34% as on 31st March 2018. LTFH also witnessed growth in its Investment & Wealth Management businesses. Average Assets under 290 Management (AAUM) in Investment Management business increased to R 70944 crore during the year ended March 31, 2019, a growth of 8%. Average Assets under Service (AAUS) in Wealth Management business increased to R 28164 crore during the year ended March 31, 2018, registering a growth of 53% over the previous year. 9. Developmental Projects (DP) Development projects comprises concessions acquired through competitive bidding process for the development of Power projects, Roads, Bridges, Hyderabad Metro Rail and a Power Transmission Line project. Total portfolio of the group consists of 2 power projects, 10 roads & bridges projects, 1 transmission line project & 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 developmental projects, not considering the 3 hydel power projects under hold, is pegged at R 42809 crore, for which equity commitment is R 9256 crore with R 8411 crore having been infused as at March 2019. The segment recorded revenue of R 5068 crore for the year ended March 31, 2019, higher as compared to R 4294 crore in the previous year with pick up in operational revenue on progressive commissioning of Hyderabad Metro, sale of container port at Kattupalli and higher revenue from Rajpura power plant. The segment clocked operating profit of R 522 crore for the year 2018-19, improving over R 270 crore earned in FY 2017-18, on higher operational revenue from Hyderabad Metro coupled with divestment gain on sale of Kattupalli port which were partly offset by impairment in hydel projects. Gross Revenue & EBITDA 18.0% 5068 522 4294 270 R crore 7500 – 5000 – 2500 – 0 – – The Company received regulatory clearances and divested its investment in a container port in Kattupalli, Tamil Nadu. The company also transferred during the year 5 road projects to IndInfravit, an investment trust, sponsored by L&T IDPL limited. 10. “Others” Segment Others Segment covers Realty, Construction and Mining Machinery, Industrial machinery and Products and Valves businesses. Metallurgical and Material Handling (MMH) and Shipbuilding businesses, which were reported under “Other” segment last year, now reported under Infrastructure segment and Defence Engineering Segment from April 1st, 2018 respectively. Accordingly, previous year figures have been regrouped wherever necessary. Revenue for the segment registered a growth of 33.5% from R 4444 crore in 2017-18 to R 5935 crore in 2018-19 mainly from Realty business on recognition of revenue on completed performances under the newly introduced accounting standard for revenue recognition (Ind AS 115). Construction Equipment and others has recorded growth with higher demand for wheel loaders and compactors and receipt of a major order in RPM business. Valves business, despite growth in order intake, faced revenue slowdown due to delay in customer clearances and supply chain challenges. Operating margin declined as compared to previous year mainly due to provisioning for inventory, an unrecoverable advance in a project in Realty and write off of sticky receivables and non-moving inventory in valves business. R crore 7500 – 5000 – 2500 – Gross Revenue 33.5% 4444 1477 2967 5935 2994 2941 0 – – 2017-18 – 2018-19 – Industrial Machinery, Products & Others Realty II. L&T STANDALONE PERFORMANCE REVIEW 2017-18 – Gross Revenue 2018-19 EBITDA – L&T’s standalone financials captures the performance of Infrastructure segment, Power, Heavy Engineering, Defence Engineering, Electrical & Automation, Realty 291 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2018-19 and Others segment comprising, a part of Hydrocarbon business and Construction & Mining Machinery business. Realty business is a separate reportable segment for FY 2018-19, as it crossed the profit threshold. L&T standalone continues to be major contributor to topline as well as bottom-line of the group performance. In line with group performance, the standalone performance has equally delivered good performance on all operational parameters. The Company continued to focus on shareholder value enhancement driven by operating margin improvement, working capital reduction and unlocking of capital earning sub-par returns. Order Inflow and Order Book Order inflow during 2018-19 grew by 6.8% at R 112508 crore as compared to R 105302 crore in the previous year. Infrastructure segment contributed 82% of the total order inflow during the year as compared to 85% in the previous year. Power business registered growth with receipt of awards for Flue Gas De-sulpharisation projects. Heavy Engineering order inflow reported growth due to step up of capex in overseas market. E&A business is witnessing some pick up in industrial demand, mainly in Electrical Standard Products which is reflected through modest growth in order inflow. International order inflow increased to 16% of the total order inflow for 2018-19 as compared to 15% in the previous year. R crore 150000 – 125000 – 100000 – 75000 – 50000 – 25000 – 0 – – Order Inflow 6.8% 105302 15919 15% 112508 18083 16% 85% 89383 94425 84% 2017-18 – 2018-19 – Domestic International Order Book as at March 31, 2019 stood at R 247023 crore, 88% of which is contributed by Infrastructure segment. International orders constituted 16% of the current order book. L&T continues to carry a healthy order book to revenue ratio at 2.84 providing better visibility of revenue over the medium term. R crore 320000 – 240000 – 160000 – 80000 – 0 – – R crore 4720 2% 11259 5% 5368 2% Order Book 8.6% 227523 40691 18% 82% 186832 247023 39452 16% 207571 84% 2017-18 – 2018-19 – Domestic International Order Book Composition 4090 1.7% 1395 0.5% Infrastructure Power Defence Engineering Heavy Engineering Electrical & Automation Hydrocarbon Realty Others 943 0.4% 1354 0.4% 217894 88% Total Order Book: R 247023 crore as at 31st March 2019 Revenue from Operations L&T achieved revenue of R 86988 crore reflecting growth of 16.6% over the previous year. The growth was mainly driven by infrastructure projects in Transportation Infra, Heavy Civil Infra, Power Transmission and Distribution Infra and Water Effluent Treatment business. Power segment revenue declined over the previous year as a result of depleted order book. Defence engineering segment registered growth of 13.6%, Electrical & Automation grew by 11.6%. Gross Revenue from Operations 16.6% R crore 120000 – 90000 – 60000 – 22% 74612 16488 30000 – 78% 58124 86988 19190 22% 67798 78% 0 – – 2017-18 – 2018-19 – Domestic International 292 Operating Cost and PBDIT Manufacturing, Construction and Operating (MCO) expenses, comprising cost of construction material, raw materials, components and subcontracting expenses, amounted to R 69903 crore registering an increase of 19.2%. MCO expenses as percentage of revenue increased by 180 basis point over the previous year mainly due to cost overruns in some of the infrastructure projects and increase in commodity prices. Operating expenses & Profitability 2018-19 [% to revenue] 10.0% (10.3%) 2.7% (3.6%) 7.0% (7.5%) Mfg. Contruction & Operating Expenses Staff Expenses Sales, Administration & Other expenses Operating Profit (PBDIT) 80.4% (78.6%) [Figures in brackets relate to previous year] Staff expenses for the year at R 6082 crore increased by 8.3% y-o-y mainly due to increase in manpower strength to 44761 as on March 31, 2019 compared to 42924 as at March 31, 2018 and annual pay revisions. Sales and administration expenses for the year at R 2318 crore decreased by 13.4% y-o-y, mainly due to lower provision of doubtful debts. Profit before depreciation, interest and tax excluding other income (PBDIT) was R 8684 crore for the year, higher by 12.8% over the previous year. Depreciation and Amortization charge Depreciation and amortization charge for the year 2018- 19 marginally increased by 1.8% and was at R 1068 crore, as compared to R 1049 crore in the previous year. Other Income Other income mainly comprises income from company’s treasury operations, dividends and income from group companies. Other income for the year 2018-19 at R 2769 crore, increased as compared to R 1613 crore for the previous year mainly due to higher earnings on larger treasury investment and dividend from subsidiaries. Finance cost The interest expenses for the year at R 1641 crore were higher by 14.6% vis-à-vis R 1432 crore for the previous year. The increase is attributable to higher quantum of interest bearing customer advances, increased borrowings from group companies and higher interest on leave liability due to decrease in discount rate. The average borrowing cost for the year 2018-19 was majorly in line with previous year at 7.6%. Exceptional Items Exceptional items of R 475 crore for the year 2018-19 include gain on dilution of stake in L&T Infotech and L&T Technology Services and recovery of an outstanding under Insolvency & Bankruptcy Code. The company provided for impairment of its investment in a subsidiary and a JV. Profit after Tax and EPS Profit after Tax (PAT), including exceptional items, for the year 2018-19 at R 6678 crore, registered a growth of 24% as compared to R 5387 crore in the previous year. The Basic Earnings per Share (EPS) for the year 2018-19 at R 47.63 showed significant growth compared to previous year at R 38.46. Profit After Tax 6678 5387 R crore 7500 – 6000 – 4500 – 3000 – 1500 – 0 – – 2017-18 – 2018-19 – Other comprehensive income (OCI) Other Comprehensive income during year reflected a loss of R 119 crore, vis-à-vis loss of R 51 crore in the previous year, mainly due to impact of fair valuation of Corporate Bonds. Return on Net Worth Net worth of the Company as on March 31, 2019 at R 52551 crore increased by R 3377 as compared to the position as on March 31, 2018 representing largely the net earnings accretion, including gains on divestment of stake in L&T Infotech, L&T Technology Services. 293 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2018-19 R crore 60000 – 50000 – 40000 – 30000 – 20000 – 10000 – 0 – – Return on Equity 49174 11.3 52551 13.2 Total borrowings as at March 31, 2019 stood at R 10192 crore as compared to R 10561 crore in the previous year. Proportion of short term borrowings decreased to 36% as compared to 39% as at March 2019. The loan portfolio of the Company comprises a mix of domestic and suitably hedged foreign currency loans. The gross debt equity ratio decreased to 0.19:1 as at March 31, 2019 from 0.21:1 as at March 31, 2018. The net debt equity ratio was nominal at 0.04:1 as at March 31, 2019 same as previous year. III. STRATEGY, BUSINESS MODEL AND RESOURCE ALLOCATION 2017-18 – 2018-19 – Strategy Formulation Net Worth RONW % Return on Net worth (RONW) including exceptional items for the year 2018-19 at 13.2% is higher as compared to 11.3% in the previous year. Liquidity & Gearing Business operations generated cash flows of R 2249 crore during the year as compared to R 2952 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, divestment of stake in S&A companies, treasury income and liquidation of other investments was mainly used for investments in S&A Companies of R 1012 crore and capex of R 786 crore, in addition to payment of dividend and interest of R 2597 crore and R 1381 crore respectively, besides loan repayment of R 483 crore. Fund flow statement Particulars Operating activities Net divestment/ (investment) Treasury and dividend income (Increase)/decrease in cash balance ESOP Proceeds (net of buyback expenses) Sources of Funds Capital expenditure (net) Repayment of Borrowings (net of additional borrovvings) Purchase/(Sale) of Other investments Dividend paid Interest paid Utilisation of Funds v crore 2018-19 2249 3169 1962 447 11 2017-18 2952 (1456) 3635 (1250) 50 7838 786 483 3931 1013 (62) 2591 (621) 2597 1381 7838 2279 1322 3931 294 Business strategy formulation underpins the Company’s long-term growth plans. Strategic plan covers a period of 5 years through a collaborative and consultative process across the organisation. In addition, given the emerging trends in technology and digitalisation and emergence of new business models, the company has embarked on development of a Perspective Plan with a horizon of 7-10 years. The objective is to identify new businesses and offerings that have significant potential to scale up, given the underlying macro trends. The focus would be on identifying new areas for expansion that would need to be seeded now, so that they could evolve into large -scale businesses over the long term. The inputs from the Perspective Plan, the 5-year strategic plan and broad financial goals are built into annual budgets every financial year. The current 5-year strategic plan sharply focused on improvement in Return on Equity (RoE) ends in 2020-21. Strategy Formulation Schematic E V I T C E J B O S E N I L E M I T E P O C S Perspective Plan 5 Year Strategic Plan Operating Plan • Long Term Business Vision • Assessing Global Megatrends • Assessment Of Emerging Technologies & New Growth Opportunities • New Growth Initiatives • Mid-Long term Business Outlook • Assessment of Global and Domestic Macro Environment • 5 Year Business Plan • Key Strategic Initiatives • Course Correction • Annual Business Plan • KPIs: Order Wins, Revenues, Profits, Working Capital and Roe Targets • Productivity Targets 7-10 Years 5 Years Annual • Business Portfolio • Geographical Business • Detailed Growth Plan • Assessment Of Macro Strategy • Investment In Emerging Businesses • Organization Structure • Leadership Pipeline • Long Term Capex Outlay Investment • Medium Term Opportunities • CRM Plan • Employee Engagement • Annual Budgets • Order Prospect Pipeline • Bid Management Policies • Key Account Management • Order Book Execution • Strategic Partnerships Plan • Capex And Liquidity Plan • Quality Control Business Model and Portfolio Strategy The Company serves the Government and large corporate customers across multiple sectors, both in India as well as globally. The Realty and Financial Services businesses provide B2C offerings as well in addition to B2B products/ services. The Company focuses on its proven core competencies of conceptualising, executing and commissioning large, complex infrastructure projects in the areas of Roads and Bridges, Power Transmission & Distribution, Thermal, Hydel, Solar and Nuclear Power Plants, Water and Irrigation Infrastructure, Residential, Commercial, Institutional and Factory Buildings, Real Estate Development, Airports, Metro and Conventional Railways, Onshore and Offshore Hydrocarbon facilities and Metallurgical projects. An integrated EPC (Engineering, Procurement & Construction) business strategy forms the backbone of the Company’s business portfolio. The Company has also undertaken development projects such as Hyderabad Metro, road operations and tolling (through IDPL) and Nabha Power among others. The diversified but cyclical nature of the EPC business is counterbalanced through a portfolio of manufacturing and services businesses. Manufacturing is mainly concentrated around defence and shipbuilding, heavy custom-built equipment catering to process industries, electrical products and systems (made-to-stock and made- to-order), material handling equipment and industrial products & machinery. The services businesses cater to sectors of Information Technology, Technology Services, Smart World & Communication, Realty and Financial Services. The Company has extensive manufacturing facilities at Hazira, Vadodara, Ahmednagar, Talegaon, Chennai, Coimbatore, Kattupalli and Oman. Partnerships with several large global process and technology licensors have also been established. The construction projects follow the EPC model, executing large, complex turnkey projects. These are executed by deploying a combination of the Company’s own employees and an extensive contract workforce. The IT and Technology Services companies also have extensive partnerships with established global software product and technology companies. The Company is increasingly leveraging digital solutions and analytics across various parts of its businesses, spanning areas such as remote asset management, material tracking, employee productivity enhancement, safety and procurement, among others. The business portfolio spans across domestic and international markets in line with the strategy of having a well-balanced, geographically diversified business. Business Portfolio Schematic: Infrastructure Energy Transportation Power Transmission & Distribution • Buildings and Factories • Heavy Civil • • • Water & Effluent Treatment • Metallurgical & Material Handling • Hyderabad Metro • IDPL ( Road Tolling & Operations) • Hydrocarbon Engineering • • Power Power Development (Nabha Power, Others) Engineering, Procurement & Construction Manufacturing Services • Defense and Shipbuilding • Heavy Engineering • • Others (Valves, Construction & Mining Electrical & Automation Equipment, etc.) Information Technology Technology Services Financial Services Smart World & Communication • • • • • Realty 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 and tactical elements such as: • • Enabling growth of the profitable services segment Incubating new businesses to tap future growth opportunities – asset light, capex light, new-age businesses • Maintaining an optimum mix between domestic and international business • Ensuring realisation of margins embedded in the Order Book through execution, operational excellence and digitalisation initiatives • Unlocking Capital from asset earning sub par returns In the first 3 years of the plan, RoE has improved from 9.9% in 2016-17 (base year) to 15.3% in 2018-19 and is on course to achieve the target of 18% by 2021. Resource Allocation The Company has a well laid-out plan for resource allocation to meet its strategic objectives. Strategic initiatives include: • Maintaining adequate liquidity on the Balance Sheet to exploit organic and inorganic growth opportunities and fund emerging businesses such as Smart City 295 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2018-19 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 • 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 Over the past decade, the Company institutionalized an enterprise-wide Risk Management framework. The framework provides process of identifying, quantifying and mitigating risks which is well integrated with the business of the Company. Guided by the Corporate Risk Management framework, each business vertical has in place a Risk Management Policy, structure and procedures to cater to the unique nature of its business. The Company’s risk management processes ensure that the Company accepts risks as per the boundary conditions based on the risk appetite of the organisation. The Audit Committee of the Board and a board appointed Apex Risk Management Committee (ARMC) oversee the efficacy of the risk management processes. The risk level of each business is discussed in detail in the respective management / business Board meetings. The ARMC is regularly informed of the critical risks affecting the Company for their review and guidance. Mitigation plans are drawn up and implemented as deemed appropriate within the overall Enterprise Risk Management framework of the company. The risk management processes are developed especially for project businesses, which constitute a larger portfolio in the group. The key stages specifically covered by risk reviews include country clearance in case of venturing into a new country, pre-bid proposal clearance, execution risk reviews and project close-out reviews. Based on an authorization matrix as determined by the Risk Management Committee, the proposals are reviewed and cleared for submitting the bid. Execution risk reviews of the projects are held at regular intervals to track the project performance with an emphasis on identification of risks and their mitigation. An evaluation of the effectiveness of mitigation measures is periodically carried out. Close-out risk reviews are held to capture key learnings from the projects and what went right/wrong analysis, which helps in factoring in the learnings while making future bids. The principles of risk management have been strongly embedded at various levels of the organisation, with business treating it as an enabler and not just a process to comply with. The Company emphasises on continuous learning and has initiated several initiatives to improve risk awareness across the organization. These include workshops, knowledge sessions and training content deployed on online learning platforms. The top enterprise-level risks for the Company and the mitigation measures being implemented are: Geopolitical Risks: The Company monitors the risks such as sanctions, trade barriers, protectionist policies and geopolitical conflicts. Appropriate mitigation strategies are in place addressing geographical concentration, strategic sourcing options, regular monitoring of international sanctions and other economic measures. Underperformance of key sectors: Growth in key sectors like power, nuclear, defence and metals & minerals, etc., could be impacted by a number of factors, such as budgetary allocation, slow pace of decision- making, lack of investment demand, green initiatives and delays in environmental clearances. Being a diversified conglomerate helps mitigate the risk of such a slowdown in some sectors as we see compensating growth in certain other sectors. Competition: Competition from foreign and domestic players has considerably increased in the past few years. Customers have found it easier to impose less attractive commercial terms and also shrink project duration. The Company’s competitive strength is derived from excellence in executing projects of varying sizes, reputation for quality, technology, cost-effectiveness and project management expertise. Reputation and Brand: The Company addresses the potential risk of erosion of reputation and brand value through a strong corporate governance framework. It has a Compliance Policy in place, mandating adherence to a Code of Conduct and Internal Controls, complemented by regular knowledge-sharing across the organisation. Cyber security: As IT systems get increasingly inter- connected, cyber security has become a key concern for Governments and businesses. The Company has taken several steps to mitigate the cyber risks. These include roll-out of an enterprise-wide cyber security framework that provides for technology solutions to enforce 296 detective and preventive controls and employee education to create awareness of cyber risk. Other Operational Risks: Execution challenges: The Company faces execution challenges like 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 ensure timely mitigation. Counter Party Risks: The 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 is crucial for project success. Learnings from the past projects are incorporated in the inter-se agreements with the partners and clauses on liability of each partner is carefully drafted after legal due diligence is exercised. 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. It ensures regular follow-up for delay in payments from clients, and has ensured improvement in the 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. FINANCIAL RISKS Inflation remained broadly contained in India, however growth concerns remained. Indian currency depreciated in line with other emerging market currencies for the year. Capital structure, liquidity and interest rate risks The Company maintains a conservative capital structure. Low gearing levels equip the Company to balance business stresses on one hand and raise growth capital on the other. This policy also provides flexibility for fund- raising options in the future, which is especially important in times of global economic volatility. The US Dollar remained strong in 2018-19, primarily on the back of strong growth divergence between the US and rest of the world including emerging market countries. While the Indian currency depreciated in line with other emerging market currencies. The last quarter of 2018-19 witnessed elevated financial market volatility primarily due to fading impact of stimulus in the US and emerging growth concerns in Europe and China. Inflation in India remained broadly contained, though growth concerns continued. Despite the lower liquidity environment in FY 18-19 on the back of slower consumer demand and sluggishness around investments in the private sector, the Company managed to restrain the working capital usage, both at a gross and net level. The Company has been investing capital into subsidiaries as scheduled and also to optimise overall Group interest rate costs. The Company also decided to use the surplus cash available with it to acquire shares of Mindtree Limited from some existing shareholders of Mindtree and launched an open offer with an intent to acquire controlling stake in the Company. The acquisition is in line with the stated strategy of growing the Company’s services business; however, the transaction is not expected to result in material impact on gearing. The Company plans to maintain adequate liquidity on the Balance Sheet to deal with slow recovery / downturn in economic conditions. With the implementation of the Large Exposure Framework guidelines of RBI from April 1, 2019, the banking limits sanctioned by domestic banks to any of the Group companies will need to fit within 25% of Tier 1 capital of banks v/s 40% of Tier 1 and Tier 2 capital prevalent till now. This is likely to constrain the availability of bank limits (both fund-based and non-fund- based) and also impact the pricing of the same for the Group (unless some regulatory relaxation is granted) and may have some adverse impact on the growth plans of the Group. The Company judiciously deploys its periodical surplus funds in short-term investments in line with the Corporate 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. 297 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL RevIew ANNUAL REPORT 2018-19 Foreign exchange and Commodity Price Risks The 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 rate risks and residual commodity price risks are managed by treasury products. The disclosure of commodity exposures as required under clause 9(n) of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the format specified vide SEBI Circular dated 15th November 2018 is given on page 299 of this Annual Report. Financial risk management is governed by the Risk Management framework and policy approved by the Audit Committee and authorised by the Board. Financial risks in each business portfolio are measured and managed by corporate treasury. Despite currency weakness and elevated financial market volatility, the Company’s robust financial risk management processes ensured financial costs remain under control. v. INTeRNAL CONTROLS At L&T, Internal Controls are a key pillar of Corporate Governance. The Company has a robust Internal Control framework in place, developed on COSO-model. The framework provides for Internal Controls commensurate with the nature, size and complexity of business both at entity level and process level. Internal Controls at L&T cover not only Disclosure and Reporting systems and activities (“Internal Controls on Financial Reporting”) but also the entire gamut of business operations and processes (“Operational Controls”) to meet the requirements of the Companies Act, 2013. They are seen as an aid to efficient business operations and not as a set of rules that circumscribe authority. A well-defined Authorisation / Authority matrix is at the heart of Internal Controls in the Organisation to ensure that all transactions are genuine and are authorised at appropriate level of management. The responsibility for establishing, operating and upgrading the internal controls system is on the executive management assisted by Internal Control teams operating at Corporate level as well as in the businesses. The teams formulate and upgrade processes and standard operating procedures on an ongoing basis and share best practices across the organisation. The Corporate Audit department is tasked with testing of internal controls (design as well as operating effectiveness) and follow up for adequate remedial actions where controls gaps and weaknesses are observed. The Audit Committee guides and evaluates the efficacy of the Corporate Audit function and reviews the major observations each quarter. Employees are guided by the ‘Code of Conduct’ that reflects and reinforces the unique corporate culture and values. A separate ‘Code of Conduct’ for Business Partners seeks to ensure they align to Company’s values. Whistleblower mechanism is an important element of the internal control system encouraging both employees and business partners to report genuine concerns, misconduct or fraud without any fear of punishment or unfair treatment. The operation of Whistleblower mechanism is overseen by the Audit Committee. 298 Disclosure of commodity exposures as required under clause 9(n) of Part C of Schedule v of the SeBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sr No 1 2 3 4 5 6 7 8 9 10 11 Commodity Name Silver (Buy) Copper (Buy) Copper (Sell) Steel (Buy) exposure in INR towards the particular commodity (R crore) exposure in Quantity terms towards the particular commodity (Tn) 348.02 898.91 75.76 19,492.24 (550.25) (12,224.00) 8,882.57 18,79,071.36 Aluminium (Buy) 800.93 48,661.81 Aluminium (Sell) (121.36) (9,200.00) Iron Ore (Buy) 60.30 1,26,582.00 Coking Coal (Buy) Zinc (Buy) Lead (Buy) 59.26 52.82 55.79 52,122.00 2,740.00 3,928.80 Cement (Buy) 2,297.62 41,80,105.46 % of such exposure hedged through commodity derivatives Domestic market International market Total OTC exchange OTC exchange – – – – – – – – – – – – – – – – – – – – – – – 51.18 100.00 – 60.89 20.27 55.35 55.27 81.75 73.86 – – – – – – – – – – – – – 51.18 100.00 – 60.89 20.27 55.35 55.27 81.75 73.86 – 299 Auditors’ report on Standalone Financial StatementS annUal RePoRt 2018-19 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 Audit of standalone Financial statements opinion We have audited the accompanying standalone financial statements of larsen & toubro limited (the “company”), which comprise the Balance Sheet as at march 31, 2019, and 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 significant accounting policies and other explanatory information and which includes 29 joint operations whose legal status is an entity.(Hereinafter referred to as the “Standalone Financial Statements”). in our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the companies act, 2013 (the “act”) in the manner so required and give a true and fair view in conformity with indian accounting Standards prescribed under Section 133 of the act read with the companies (indian accounting Standards) Rules 2015, as amended (“ind aS”) and other accounting principles generally accepted in india, of the state of affairs of the company as at march 31, 2019 and its profit/loss, total comprehensive income/loss, its cash flows and the changes in equity for the year ended on that date. Basis for opinion We conducted our audit of the standalone financial statements in accordance with the Standards on auditing (Sas) specified under section 143(10) of the companies act, 2013. our responsibilities under those Standards are further described in the auditor’s Responsibilities for the audit of the Standalone Financial Statements section of our report. We are independent of the company in accordance with the code of ethics issued by the institute of chartered accountants of india (icai) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the companies act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the icai’s code of ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. these matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. Revenue recognition – accounting for construction contracts Key audit matter description there are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition. the company recognises revenue and profit/loss on the basis of stage of completion based on the proportion of contract costs incurred at balance sheet date, relative to the total estimated costs of the contract at completion. the recognition of revenue and profit/loss therefore rely on estimates in relation to total estimated costs of each contract. cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the company, arising within each contract. these contingencies are reviewed by the management on a regular basis throughout the contract life and adjusted where appropriate. 300 Principal audit Procedures the revenue on contracts may also include variable consideration (variations and claims). Variable consideration is recognised when the recovery of such consideration is highly probable. Refer to note number. 1(e) of the Standalone Financial Statements our procedures included : • • • • • • testing of the design and implementation of controls involved for the determination of the estimates used as well as their operating effectiveness; testing the relevant information technology systems’ access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard; testing a sample of contracts for appropriate identification of performance obligations; For the sample selected, reviewing for change orders and the impact on the estimated costs to complete; engaging technical experts to review estimates of costs to complete for sample contracts; and Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings assessment of the carrying value of unquoted equity instruments in loss making subsidiaries and joint ventures. Key audit matter description the impairment review of unquoted equity instruments and debt, with a carrying value of R 2,669 crore, is considered to be a risk area due to the size of the balances as well as the judgmental nature of key assumptions, which may be subject to management override. the carrying value of such unquoted equity instruments and debt is at risk of recoverability. the net worth of the underlying entities has significantly eroded and the orders in hand are below the break-even production levels of this facilities. the estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows. Principal audit Procedures Refer to note number 1(j) of the Standalone Financial Statements Besides obtaining an understanding of management’s processes and controls with regard to testing the impairment of the unquoted equity instruments in loss making subsidiaries and joint ventures. our procedures included the following: • • • • • engaged internal fair valuation experts to challenge management’s underlying assumptions and appropriateness of the valuation model used; compared the company’s assumptions with comparable benchmarks in relation to key inputs such as long-term growth rates and discount rates; assessed the appropriateness of the forecast cash flows within the budgeted period based on their understanding of the business and sector experience; considered historical forecasting accuracy, by comparing previously forecasted cash flows to actual results achieved; and Performed a sensitivity analysis in relation to key assumptions. Revenue recognition and measurement of contract assets in respect of un-invoiced amounts and measurement of receivables in respect of overdue invoices. Key audit matter description the company, in its contract with customers, promises to transfer distinct services to its customers which may be rendered in the form of engineering, procurement and construction (ePc) services through design-build contracts, and other forms of construction contracts. the recognition of revenue is based on contractual terms, which could range from cost plus fee to agreed unit price to lump-sum arrangements. at each reporting date, revenue is accrued for costs incurred against work performed that may not have been invoiced. identifying whether the company’s performance have resulted in a service that would be billable and collectable where the works carried out have not been acknowledged by customers as of the reporting date, or in the case of certain defence contracts, where the evidence of work carried out and cost incurred are covered by confidentiality arrangements involves a significant amount of judgment. 301 Auditors’ report on Standalone Financial StatementS annUal RePoRt 2018-19 • • Recognition of revenue before formal acknowledgment of receipt of services by the customer could lead to an over or under-statement of revenue and profit, whether intentionally or in error; and assessing the recoverability of amounts overdue against invoices raised which have remained unsettled for a significantly long period after the end of the contractual credit period also involves a significant amount of judgment. Refer to note number 1(e) and 1(m) of the Standalone Financial Statements Principal audit Procedures the procedures performed included the following: • • • • • • • • obtained an understanding of the company’s processes in collating the evidence supporting execution of work for each disaggregated type of revenue. auditors have also obtained an understanding of the design of key controls for quantifying units of items / services that would be invoiced and the application of appropriate prices for each of such services; tested the design and operating effectiveness of management’s key controls in collating the units of services delivered and in the application of accurate prices for each of such services for samples of the un-invoiced revenue entries, which included testing of access and change management controls exercised in respect of related information systems; tested samples of un-invoiced revenue entries with reference to the reports from the information system that records the costs incurred against the services delivered to confirm the work performed and application of appropriate margin applied for the respective services. the auditors have also tested whether appropriate adjustments have been made for the element of variable consideration related to committed service levels of performance. With regard to incentives, auditors tests were focused to ensure that accruals were restricted to only those items where contingencies were minimal; tested cut-offs for revenue recognized against un-invoiced amounts by matching the revenue accrual against accruals for corresponding cost; For defence contracts which are covered under by statutory confidentiality arrangements, the auditors have compared the revenue recognised with amounts collected from customers to ensure that the gap between revenue recognised and collections is below the materiality threshold; extended the testing upto the date of approval of financial statements by the Board of directors of the Parent entity to verify adjustments, if any, that may have been necessary upon receipt of approvals from customers for services delivered prior to the reporting date and/or collections there against; Reviewed the delivery and collection history of customers against whose contracts un-invoiced revenue is recognised; and Verification of subsequent receipts, post balance sheet date. evaluation of uncertain tax positions Key audit matter description the company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Principal audit Procedures our procedures included the following: Refer to note. number 1(u) and 1(w) of the Standalone Financial Statements • • obtained understanding of key uncertain tax positions; obtained details of completed tax assessments and demands for the year ended march 31, 2019 from the management; • We along with our internal tax experts – i. discussed with appropriate senior management and evaluated the management’s underlying key assumptions in estimating the tax provision; ii. assessed management’s estimate of the possible outcome of the disputed cases; and iii. considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions. • additionally, considered the effect of new information in respect of uncertain tax positions as at april 1, 2018 to evaluate whether any change was required to management’s position on these uncertainties. 302 information other than the standalone Financial statements and Auditor’s report the respective Board of directors of the company and its Joint operation companies are responsible for the preparation of other information. the other information comprise the information included in the management discussion and analysis, Board’s Report including annexures to Board’s Report, Business Responsibility Report, corporate Governance and Shareholder’s information, but does not include the standalone financial statements and our auditor’s report. our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. in connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. if, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. management’s responsibility for the standalone Financial statements the company’s Board of directors is responsible for the matters stated in section 134(5) of the companies act, 2013 (the “act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, cash flows and changes in equity of the company including its joint operation companies in accordance with the ind aS and 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. in preparing the standalone financial statements, management is responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. those Board of directors are also responsible for overseeing the company’s financial reporting process. Auditor’s responsibility for the Audit of the standalone Financial statements our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Sas will always detect a material misstatement when it exists. misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. as part of an audit in accordance with Sas, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • • • • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls systems in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on company’s ability 303 Auditors’ report on Standalone Financial StatementS annUal RePoRt 2018-19 to continue as a going concern. if we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. • • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its joint operations to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the standalone financial statements of such entities included in the standalone financial statements. materiality materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements. Communication with those charged with governance We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. other matters (a) We did not audit the financial information of 24 joint operations included in the standalone financial statements whose financial information reflect total assets of R 4,540.71 crore as at march 31, 2019, total revenues of R 6,018.63 crore and net cash outflows amounting to R 170 crore for the year ended on that date, as considered in the standalone financial statements. the financial information of these joint operations have been audited by the other auditors whose reports has 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 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 these matters. (b) the standalone financial statements also includes the financial information of 4 joint operations which have not been audited by their auditors, whose financial information reflect total assets of R 41.12 crore as at march 31, 2019 and total revenues of R 4.99 crore and net cash outflows amounting to R 0.13 crore for the year ended on that date, as considered in the standalone financial statements. the financial information of these joint operations has been unaudited and has been furnished to us by the management and our opinion on the standalone 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 which is certified by management. in our opinion and according to the information and explanation given to us by the management, the financial information of these joint operations are not material to the company. report on other Legal and regulatory requirements as required by the companies (auditor’s Report) order, 2016 (“the order”), issued by the central Government of india in terms of sub- section (11) of section 143 of the companies act, 2013, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable as required by Section 143(3) of the act, we report 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. 304 b) c) d) in our opinion, proper books of account as required by law have been kept by the company so far as it appears from our examination of those books. the Balance Sheet, the Statement of Profit and loss, and the cash Flow Statement dealt with by this Report are in agreement with the books of account. in our opinion, the aforesaid standalone financial statements comply with the accounting Standards specified under Section 133 of the act, read with Rule 7 of the companies (accounts) Rules, 2014. e) on the basis of the written representations received from the directors as on march 31, 2019 taken on record by the Board of directors, none of the directors is disqualified as on march 31, 2019 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 the operating effectiveness of such controls, refer to our separate Report in “annexure a”. 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, in our opinion and to the best of our information and according to the explanations given to us: i. ii. the company has disclosed the impact of pending litigations on its financial position in its financial statements; 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; iii. there has been no delay in transferring amounts, required to be transferred, to the investor education and Protection Fund by the company. For deLoitte HAsKiNs & seLLs LLp chartered accountants (Firm Registration no. 117366W/W-100018) sANjiv v. piLgAoNKAr (Partner) (membership no. 039826) mUmBai, may 10, 2019 ANNeXure “A” to tHe iNdepeNdeNt Auditor’s 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, 2019 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, which is applicable to 1 of the 29 joint operations, being a company incorporated in india audited by another auditor. 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 305 Auditors’ report on Standalone Financial StatementS annUal RePoRt 2018-19 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. 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 report 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, 2019, 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 corresponding report of 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) sANjiv v. piLgAoNKAr (Partner) (membership no. 039826) mUmBai, may 10, 2019 306 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 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 are held in the name of the company as at the balance sheet date, except the following: v crore type of asset total no. of cases Leasehold / freehold gross block as at march 31, 2019 Net block as at march 31, 2019 remarks land Buildings 3 2 Freehold Freehold 1.27 3.53 1.27 0.59 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. (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 companies act, 2013 (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, 2019 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, Goods and Service tax, customs duty, cess and other material 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, Goods and Service tax, customs duty, cess and other material statutory dues in arrears as at march 31, 2019 for a period of more than six months from the date they became payable. 307 Auditors’ report on Standalone Financial StatementS annUal RePoRt 2018-19 (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, 2019 on account of disputes are given below:- Name of statute Nature of dues period to which Amount relates Forum where dispute is pending classification dispute and other matters Supreme court 2002-2003, 2003- 2004, 2011-12 to 2015-16 Amount involved (v crore) Amount unpaid (v crore) 7.34 6.79 the central excise act,1944, Service tax under Finance act, 1994 and customs act, 1962 the central Sales tax act, entry tax, local Sales tax act, Works contract tax act and Goods & Services tax act 308 dispute regarding questions of law, classification dispute and other matters disallowance of cenVat credit, short payment of service tax, mRP Valuation disputes, dispute regarding classification of services, disallowances of excise duty exemption, non maintenance of Separate Books of accounts, export rebate disallowance, and other matters. disallowance of cenVat credit, short payment of service tax ,service tax rate dispute, valuation dispute and other matters taxability of sub-contractor turnover, rate of tax for declared goods, disallowance of labour turnover and non- submission of forms dispute regarding questions of law, classification dispute, local Vat and Works contract disputes. non submission of Forms, classification disputes, inter-state sale turnover, Rate of tax of declared goods, labour & service charges disallowed, disallowance of exemptions claimed for imports & Sales in transit, Sale mismatch & levy of tax on import of goods through Way bill, Road permit issue and other matters dispute regarding questions of law, classification dispute, sales in transit, high sea sales, non- submission of c forms & e1 forms, disallowance of itc, valuation of goods and other matters High court 2003-04 to 2012-13 114.28 85.25 ceStat 1991-92, 2001-02 to 2013-14, 2016-17 303.46 297.35 commissioner (appeal) 2006-07 to 2012-13 7.27 6.13 Supreme court 2000-01 to 2006-07, 2010-11 16.07 7.03 High court Sales tax/Vat tribunal 1986-87, 1987-88, 1993-94, 1994-95, 1999-00 to 2012-13 1989-90, 1991-92, 1993-94 to 1996-97, 1999-00 to 2015-16 71.55 65.18 593.04 510.07 commissioner (appeal) 1999-00 to 2015-16 31.92 30.66 additional commissioner 2005-06, 2007-08 to 2014-15 4.08 3.10 Joint commissioner Joint commissioner (appeal) 2007-08 to 2015-16 14.04 10.00 1995-96, 1996-97, 1999-00 to 2017-18 2,443.83 2,377.28 Name of statute Nature of dues the central Sales tax act, entry tax, local Sales tax act, Works contract tax act and Goods & Services tax act dispute regarding questions of law, classification dispute, sales in transit, high sea sales, non- submission of c forms & e1 forms, disallowance of itc, valuation of goods and other matters period to which Amount relates Amount involved (v crore) Amount unpaid (v crore) 1996-97 to 2017-18 531.73 528.68 1996-97 to 2016-17 8.80 8.22 Forum where dispute is pending assistant/ deputy commissioner assessing / commercial tax officer income tax act, 1961 demand arising out of Regular assessment/Reassessment itat 2004-05 & 2009-10 to 2012-13 1,066.36 287.60 demand arising out of Regular assessment/Reassessment cit(a) 2015-16 569.35 569.35 (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) sANjiv v. piLgAoNKAr (Partner) (membership no. 039826) mUmBai, may 10, 2019 309 BALANCe SHeet annUal RePoRt 2018-19 Balance sheet as at march 31, 2019 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 31-3-2019 v crore v crore as at 31-3-2018 v crore v crore 2 2 3 4 4 5 6 7 49(e) 8 9 10 11 12 13 14 15 16 42 20139.47 1732.65 577.00 4694.98 28216.82 2733.41 4866.08 1293.86 1995.18 6571.93 580.92 381.26 228.52 171.69 22449.12 841.86 3347.25 3220.44 6272.46 452.10 474.98 193.09 200.77 25116.93 400.62 3093.34 2500.05 22994.26 1684.13 438.54 4344.98 22917.45 3183.75 1134.31 992.33 3441.59 43800.33 44090.65 41.72 125725.69 36014.41 40499.93 388.00 115606.68 310 Balance sheet as at march 31, 2019 (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: due to micro enterprises and small enterprises due to others other financial liabilities other current liabilities Provisions current tax liabilities(net) totAL eQuitY ANd LiABiLities Note as at 31-3-2019 v crore v crore as at 31-3-2018 v crore v crore 17 18 19 20 21 22 23 24 25 26 27 28 280.55 52270.17 280.27 48893.98 52550.72 49174.25 2391.87 53.75 5495.16 108.64 2445.62 497.62 0.58 5603.80 472.87 1.27 3668.25 4131.45 201.86 36076.36 1857.85 4129.57 936.27 137.71 30957.29 1878.00 45935.77 22550.64 1423.83 320.91 125725.69 38038.84 20845.46 1102.22 367.97 115606.68 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 SanJiV V. PilGaonKaR Partner membership no. 39826 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. m. cHitale (din 00101004) SUnita SHaRma (din 02949529) mumbai, may 10, 2019 n. HaRiHaRan company Secretary m. no. a3471 ViKRam SinGH meHta (din 00041197) SanJeeV aGa (din 00022065) n. KUmaR (din 00007848) directors 311 stAtemeNt oF PRoFit and loSS annUal RePoRt 2018-19 statement of profit and Loss for the year ended march 31, 2019 2018-19 2017-18 Note v crore v crore v crore v crore 31 32 33 34 35 36 46 86987.86 2768.84 89756.70 74611.65 1612.67 76224.32 7832.79 – 29099.38 1786.14 2341.99 22021.74 (1296.12) 8117.47 7942.99 149.10 22236.60 1531.22 1808.79 19620.99 (1047.41) 6378.22 69903.39 6082.49 2319.78 1641.39 1067.95 81015.00 1.54 81013.46 8743.24 474.93 9218.17 58620.50 5614.74 2680.73 1432.23 1049.46 69397.66 5.19 69392.47 6831.85 430.53 7262.38 1875.08 5387.30 5387.30 49(a) 49(a) 2687.22 (146.75) 1974.07 (98.99) 2540.47 6677.70 6677.70 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, stock-in-trade and work-in-progress 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 profit before tax tax expenses current tax deferred tax profit after tax carried forward 312 statement of profit and Loss for the year ended march 31, 2019 (contd.) 2018-19 Note v crore v crore 6677.70 2017-18 v crore v crore 5387.30 Brought forward other Comprehensive income A items that will not be reclassified to profit or Loss : Gain/(loss) on remeasurements of the defined benefits plan income tax (expenses)/income on remeasurements of the defined benefits plan B items that will be reclassified to profit and Loss debt instruments through other comprehensive income income tax (expenses)/income on debt instruments through other comprehensive income exchange differences in translating the financial statements of foreign operations income tax (expenses)/income on exchange differences in translating the financial statements of foreign operations effective portion of gains/(losses) on hedging instruments in a cash flow hedge income tax (expenses)/income on effective portion of gains/(losses) on hedging instruments in a cash flow hedge cost of hedging reserve income tax (expenses)/income 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 (31.30) 10.94 (78.85) 16.68 9.31 (3.25) (89.27) 30.59 25.39 (8.87) 3.82 (1.32) (20.36) 2.50 0.27 (11.12) (62.17) (10.85) (1.41) 0.49 6.06 (0.92) (64.52) 22.40 0.59 (0.14) (42.12) 0.45 (50.94) 5336.36 38.46 38.37 2.00 (58.68) 16.52 (118.63) 6559.07 47.63 47.54 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 SanJiV V. PilGaonKaR Partner membership no. 39826 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. m. cHitale (din 00101004) SUnita SHaRma (din 02949529) mumbai, may 10, 2019 n. HaRiHaRan company Secretary m. no. a3471 ViKRam SinGH meHta (din 00041197) SanJeeV aGa (din 00022065) n. KUmaR (din 00007848) directors 313 stAtemeNt oF cHanGeS in eqUitY annUal RePoRt 2018-19 statement of changes in equity for the year ended march 31, 2019 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 alloted during the year 2018-19 2017-18 number of shares 1,40,13,69,456 13,59,929 v crore 280.27 0.28 number of shares 93,29,65,803 16,38,898 46,67,64,755 issued, subscribed and fully paid up equity shares outstanding at the end of the year 1,40,27,29,385 280.55 1,40,13,69,456 B. other equity Particulars Balance as at 1-4-2017 Profit for the year (a) Other Comprehensive Income (b) Total Comprehensive Income for the year (a+b) 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 amalgamation [refer note 60(b)] Applications during the year Dividend paid for the previous year Dividend distribution tax paid for the previous year Balance as at 31-3-2018 Change in accounting policy [Ind AS 115] [Note 48(h) & 1(e)] Restated balance as at 1-4-2018 Profit for the year (c) Other Comprehensive Income (d) Total Comprehensive Income for the period (c+d) Issue of equity shares Transfer to non- financial assets/liability 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 31-3-2019 in terms of our report attached For deloitte HaSKinS & SellS llP chartered accountants Firm's Registration no.117366W/W-100018 by the hand of SanJiV V. PilGaonKaR Partner membership no. 39826 314 mumbai, may 10, 2019 Share application money pending allotment Equity component of foreign currency convertible bonds Reserves and surplus Capital reserve Capital reserve on business combination Securities premium Employee share options (net) Debenture redemption reserve – – – – – – – – – – 3.56 – – 3.56 3.56 – – (3.56) – – – – – – 153.20 – – – – – – – – – – – – – 153.20 153.20 – – – – – – – – – 153.20 10.52 – – – – – – – – – – – – – 10.52 10.52 – – – – – – – – – 10.52 8318.85 – – – 137.63 – (0.13) (93.35) 0.02 – – – 8363.02 8363.02 – – – 108.97 – – – – – 8471.99 – – – – – – – – – (6.36) – – – (6.36) (6.36) – – – – – – – – – (6.36) 177.25 – – – – – – – (21.66) (47.00) – – – – 108.59 108.59 – – – – – (12.13) 10.45 106.91 356.76 – – – – – – – 102.18 – – – – – 458.94 458.94 – – – – – (18.68) – – – 440.26 General reserve 25373.60 – – – – – – 21.66 – 0.52 – – – 25395.78 25395.78 – – – – – 112.13 – – – 25507.91 Hedging reserve Foreign currency translation reserve Items of Other Comprehensive Income Debt instruments through Other Comprehen- sive Income 65.78 – (10.85) (10.85) – – – – 144.11 – (41.67) (41.67) – (0.28) – – 0.55 – (0.92) (0.92) – – – – Retained earnings 11225.53 5387.30 2.50 5389.80 – – – – (102.18) – 15.55 – (1960.76) (317.93) 14250.01 (701.58) 13548.43 6677.70 (20.36) 6657.34 – – (81.32) (2243.18) (353.60) 17527.67 – – – – – – (0.37) (0.37) – 6.06 6.06 – – – – – – 5.69 – – – – – – 102.16 102.16 – (42.16) (42.16) – (0.38) – – – – 59.62 – – – – – – 54.93 54.93 – (62.17) (62.17) – – – – – – (7.24) 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) n. HaRiHaRan company Secretary m. no. a3471 ViKRam SinGH meHta (din 00041197) SanJeeV aGa (din 00022065) directors m. m. cHitale (din 00101004) SUnita SHaRma (din 02949529) n. KUmaR (din 00007848) v crore 186.59 0.33 93.35 280.27 v crore Total other equity 45826.15 5387.30 (50.94) 5336.36 137.63 (0.28) (0.13) (93.35) – (47.00) 9.73 3.56 (1960.76) (317.93) 48893.98 (701.58) 48192.40 6677.70 (118.63) 6559.07 105.41 (0.38) – 10.45 (2243.18) (353.60) 52270.17 statement of Cash Flows for the year ended march 31, 2019 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 expenditure on buyback 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: expenditure on acquisition of fixed assets Sale of fixed assets (including advance received) investment in subsidiaries, associates and joint venture companies divestment of stake in subsidiaries, associates and joint venture companies 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 deposits/loans (given) - subsidiaries, associates, joint venture companies and third parties deposits/loans repaid - subsidiaries, associates, joint venture companies and third parties advance given towards equity commitment (addition) interest received dividend received from subsidiaries and joint venture companies dividend received from other investments Settlement of derivative contracts related to current investments Net cash (used in)/from investing activities 2018-19 v crore 2017-18 v crore 8743.24 6831.85 (1512.12) 1067.95 (67.59) 3.64 17.38 1641.39 (499.95) (594.24) (251.15) 22.60 74.70 8645.85 (9810.89) (345.65) 6444.64 4933.95 (2684.73) 2249.22 (1571.41) 785.16 (469.84) 4181.49 (17.49) 3.82 1146.61 (3702.01) (12969.83) 12427.56 – 452.57 1330.60 178.70 (22.60) 1753.33 (3228.67) 1049.46 (19.71) 1.66 – 1432.23 (496.89) (60.18) 2233.22 125.74 69.77 7938.48 (12269.46) (705.73) 9753.03 4716.32 (1764.32) 2952.00 (1136.78) 123.32 (3420.51) 1068.38 (75.00) – 375.80 370.98 (12708.16) 13698.56 (19.45) 439.88 502.51 2693.08 (125.74) 1786.87 315 stAtemeNt oF caSH FloWS annUal RePoRt 2018-19 statement of Cash Flows for the year ended march 31, 2019 (contd.) C. Cash flow from financing activities: Proceeds from fresh issue of share capital (including share application money)[net] Proceeds from non-current borrowings [note 62] Repayments of non-curent 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 {2017-18: included R 0.09 crore transferred under scheme of amalgamation [Note 60(b)]} 2018-19 v crore 11.31 789.05 (974.33) (606.49) 308.95 (2243.18) (353.60) (1380.96) (4449.25) (446.70) 3187.75 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 Cash and cash equivalents at end of the year 2741.05 3187.75 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 bank balances disclosed under non-current assets [note 7] total Cash and cash equivalents as per Balance sheet add : Unrealised exchange (gain)/loss on cash and cash equivalents less : other bank balances disclosed under current assets [note 13] less : cash and bank balances 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. 2018-19 v crore 2733.41 4866.08 289.76 7889.25 7.64 4866.08 289.76 2741.05 2017-18 v crore 3183.75 1134.31 319.52 4637.58 4.00 1134.31 319.52 3187.75 in terms of our report attached For deloitte HaSKinS & SellS llP chartered accountants Firm's Registration no.117366W/W-100018 by the hand of SanJiV V. PilGaonKaR Partner membership no. 39826 mumbai, may 10, 2019 316 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. m. cHitale (din 00101004) SUnita SHaRma (din 02949529) n. HaRiHaRan company Secretary m. no. a3471 ViKRam SinGH meHta (din 00041197) SanJeeV aGa (din 00022065) n. KUmaR (din 00007848) directors 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 the 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 its meeting held on may 10, 2019. (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: (i) (ii) 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 (iii) 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 the company has adopted ind aS 115 “Revenue from contracts with customers” effective april 1, 2018. ind aS 115 supersedes ind aS 11 “construction contracts” and ind aS 18 “Revenue”. the company has applied ind aS 115 using the modified retrospective method and the cumulative impact of transition to ind aS 115 has been adjusted against the Retained earnings as at april 1, 2018. accordingly, the figures of the previous year are not restated under ind aS 115. the company recognises revenue from contracts with customers when it satisfies a performance obligation by transferring promised good or service to a customer. the revenue is recognised to the extent of transaction price allocated to the performance obligation satisfied. Performance obligation is satisfied over time when the transfer of control of asset (good or service) to a customer is done over time and in other cases, performance obligation is satisfied at a point in time. For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. the progress is measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. 317 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) transaction price is the amount of consideration to which the company expects to be entitled in exchange for transferring good or service to a customer excluding amounts collected on behalf of a third party. Variable consideration is estimated using the expected value method or most likely amount as appropriate in a given circumstance. Payment terms agreed with a customer are as per business practice and there is no financing component involved in the transaction price. costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged-off in Profit & loss immediately in the period in which such costs are incurred. incremental costs of obtaining a contract, if any, and costs incurred to fulfil a contract are amortised over the period of execution of the contract in proportion to the progress measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. Significant judgments are used in: 1. determining the revenue to be recognised in case of performance obligation satisfied over a period of time; revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. the progress is measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. 2. determining the expected losses, which are recognised in the period in which such losses become probable based on the expected total contract cost as at the reporting date. (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. Revenue from sale of goods including contracts for supply/commissioning of complex plant and equipment is recognised as follows: Revenue from sale of manufactured and traded goods is recognised when the control of the same is transferred to the customer and it is probable that the Group will collect the consideration to which it is entitled for the exchanged goods. Performance obligations in respect of contracts for sale of manufactured and traded goods is considered as satisfied at a point in time when the control of the same is transferred to the customer and where there is an alternative use of the asset or the company does not have either explicit or implicit right of payment for performance completed till date. in case where there is no alternative use of the asset and the company has either explicit or implicit right of payment considering legal precedents, performance obligation is considered as satisfied over a period of time and revenue is recognized over time. B. Revenue from construction/project related activity is recognised as follows: 1. cost plus contracts: Revenue from cost plus contracts is recognized over time and is determined with reference to the extent performance obligations have been satisfied. the amount of transaction price allocated to the performance obligations satisfied represents the recoverable costs incurred during the period plus the margin as agreed with the customer. 2. Fixed price contracts: contract revenue is recognised over time to the extent of performance obligation satisfied and control is transferred to the customer. contract revenue is recognised at allocable transaction price which represents the 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. impairment loss (termed as provision for foreseeable losses in the financial statements) is recognized in profit or loss to the extent the carrying amount of the contract asset exceeds the remaining amount of consideration that the company expects to receive towards remaining performance obligations (after deducting the costs that relate directly to fulfill such remaining performance obligations). in addition, the Group recognises impairment loss (termed as provision for expected 318 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) credit loss on contract assets in the financial statements) on account of credit risk in respect of a contract asset using expected credit loss model on similar basis as applicable to trade receivables. 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 contract asset and termed 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 contract liability and termed as “due to customers”. amounts received before the related work is performed are disclosed in the Balance Sheet as contract liability and termed as “advances from customer”. the amounts billed on customer for work performed and are unconditionally due for payment i.e only passage of time is required before payment falls due, are disclosed in the Balance Sheet as trade receivables. the amount of retention money held by the customers pending completion of performance milestone is disclosed as part of contract asset and is reclassified as trade receivables when it becomes due for payment. c. Revenue from property development activities: (i) effective april 1, 2018, Revenue from property development activities is recognised when performance obligation is satisfied, customer obtains control of the property transferred and a reasonable expectation of collection of the sale consideration from the customer exists. the costs incurred on property development activities are carried as “inventories” till such time the aforesaid conditions are fulfilled. (ii) For the periods ended on or before march 31, 2018, the revenue from the 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. 2. 3. 4. all critical approvals necessary for commencement of the project have been obtained; 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; at least 25% of the saleable project area is secured by contracts or agreements with buyers; and 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 d. Revenue from rendering of services is recognised over time as and when the customer receives the benefit of the company’s performance and the company has an enforceable right to payment for services transferred. Unbilled revenue represents value of services performed in accordance with the contract terms but not billed. e. 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. F. commission income is recognised as and when the terms of the contract are fulfilled. G. other operational revenue represents income earned from the activities incidental to the business and is recognised when the performance obligation is satisfied and right to receive the income is established as per the terms of the contract. 319 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) (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. Government grants, which are revenue in nature and are towards compensation for the qualifying costs, incurred by the company, are recognised as other 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 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. d. 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. (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 are 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. 320 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) (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 company 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. B. c. d. e. F. the technical feasibility of completing the intangible asset so that it will be available for use or sale; the company has intention to complete the intangible asset and use or sell it; the company has ability to use or sell the intangible asset; 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 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 financial year with the effect of any changes in the estimate being accounted for on 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 financial 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, intangible assets and investments are tested for impairment so as to determine the impairment loss, if any. intangible assets with indefinite life are tested for impairment each year. 321 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) 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, such 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. (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 such 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. 322 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) 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. 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. 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 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 taken 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. debt instruments at FVtPl is a residual category for debt instruments, if any, and all changes are recognised in Profit or loss. 323 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) 2. investments in debt instruments that meet the following conditions are subsequently measured 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. 4. 5. 6. 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 issued by other than subsidiaries 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. 2. the right to receive cash flows from the asset has expired, or 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. 324 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) (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. 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 premium 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 premium 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 premium 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. 325 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) (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 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 bank balances. (p) securities premium (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. (q) Borrowing Costs Borrowing costs include finance costs 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 finance costs. in cases where hedging instruments are acquired for protection against exchange rate risk related to borrowings and are accounted as hedging a time-period related hedge item, the borrowing costs also include the amortization of premium element of the forward contract and foreign currency basis spread as applicable, over the period of the hedging instrument. 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. the share based payment equivalent to the fair value as on the date of grant of employee stock options granted to key managerial personnel is disclosed as a related party transaction in the year of grant. (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 finance costs on those foreign currency borrowings; and 326 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) B. exchange differences on transactions entered into in order to hedge certain foreign currency risks. (iii) exchange rate as of the date on which the non-monetary asset or non-monetary liability is recognised on payment or receipt of advance consideration is used for initial recognition of related asset, expense or income. (iv) 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 finance costs 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. 327 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) 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 at 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 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; 328 Notes forming part of the Financial statements (contd.) Note [1] (contd.) significant Accounting policies (contd.) (iii) funding related commitment to subsidiary, associate and joint venture companies; and (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 the 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 & intangible assets, allowance for expected credit loss, 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. 329 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [2] property, plant and equipment & Capital work-in-progress Class of assets As at 1-4-2018 Additions Land Freehold Leasehold ^ Sub total - Land Buildings ^ Plant and equipment Owned Leased out Sub total- Plant & equipment Computers Office equipment Furniture and fixtures Vehicles Other assets Ships Aircraft Sub total - Other Assets Total 370.85 352.34 85.97 0.05 456.82 352.39 2198.99 159.96 5558.46 694.55 – 5560.57 694.55 2.11 337.79 154.28 154.11 84.15 32.04 8.99 208.75 53.73 36.73 195.22 – – 231.95 – 9303.26 1385.81 Previous year Add: Capital work-in-progress 8637.80 852.49 Cost/Valuation Trf (to)/from investment property Foreign currency fluctuation Business combination $ Deductions As at 31-3-2019 Up to 31-3-2018 For the period* Business combination$ Depreciation Trf (to)/from investment property Foreign currency fluctuation v crore Impairment Book value Deductions Up to 31-3-2019 Up to 31-3-2018 Up to 31-3-2019 As at 31-3-2019 As at 31-3-2018 – – – – – – – – – – – – – 0.43 – 0.43 (6.46) – – – 3.79 20.80 – 20.80 17.66 – 701.96 3.51 86.02 787.98 3.51 2351.54 300.04 – 1.02 1.02 91.40 – – – – – – – – 19.72 – 19.72 186.06 – 186.06 6086.67 2156.75 717.56 0.20 6088.78 2157.98 717.76 1.23 2.11 0.25 0.48 0.42 17.67 5.77 6.72 404.52 202.68 93.03 181.03 68.95 156.80 69.49 30.70 22.13 1.59 29.77 234.30 81.74 35.05 – – – 36.73 195.22 14.21 6.15 4.72 10.26 – (6.03) – 26.25 – 284.45 20.36 231.95 14.98 10436.90 2928.29 982.53 – – – (1.19) – – – 3.08 – – – 2.39 – 4.53 4.53 393.32 – – – 87.25 370.85 701.96 82.46 81.49 783.45 453.31 1870.97 1811.70 87.25 – – – – – – 11.13 – 11.13 116.37 2769.07 1.43 116.37 2770.50 – 15.01 – 15.01 15.01 – 15.01 3302.59 3386.70 0.88 3303.27 3387.58 0.68 0.18 0.32 0.22 16.81 5.53 4.10 255.54 118.52 87.20 – 0.01 0.24 – 0.01 0.24 148.98 62.50 69.36 135.11 61.24 84.92 – 0.86 20.13 97.52 – – – – 18.93 16.41 – – – 136.78 127.01 – 17.80 178.81 22.52 189.07 – (1.19) – 15.79 – 35.34 165.33 3762.47 – – 102.51 102.51 196.61 211.59 6571.93 6272.46 – – – – – – – – – – – – 2.17 56.36 2.39 135.23 9303.26 2011.58 984.77 0.43 0.45 0.98 69.01 2928.29 – 102.51 580.92 452.10 7152.85 6724.56 * R 0.38 crore pertains to foreign currency fluctuation $ Refer Note [60(b)] ^ The Company has signed an agreement with Gargi Brew Spirit Training Alliance Private Limited for assignment and sale of its leasehold land together with buildings and superstructures situated at Nashik, Maharashtra for a consideration of R 11 crore (Book value as at March 31, 2019 R 0.62 crore). The memorandum of understanding is executed on April 6, 2019. The criteria for classifying the said land and building as held for sale is met after the reporting date, hence the same is not shown as held for sale in the financial statement as at reporting date. The above land and building is presented in assets of EAIC segment. [Note 47(a)]. 330 Notes forming part of the Financial statements (contd.) Note [2] (contd.) 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 65.75 crore, including 2615 shares of R 50 each, 80 shares of R 100 each. (previous year: 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). B. in various apartments : R 9.42 crore. (previous year: R 9.42 crore). c. in various co-operative societies : R 0.36 crore (previous year: R 0.36 crore) for which share certificates are yet to be issued. d. in proposed co-operative societies R 30.59 crore. (previous year: R 29.90 crore). (ii) ownership accommodations of R 3.53 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 11.75 crore representing undivided share in properties at various locations. (previous year: of R 7.68 crore). c) additions during the year and capital work-in-progress include R 26.72 crore (previous year: R 11.42 crore) being borrowing cost capitalised in accordance with accounting Standard (ind aS) 23 on “Borrowing costs”. asset class wise break-up of borrowing costs capitalised during the year is as follows: class of assets 2018-2019 2017-2018 v crore Buildings (owned) Plant and equipment total 25.99 0.73 26.72 11.35 0.07 11.42 d) e) the average capitalisation rate for borrowing cost is 7.68 % (previous year: 7.24 %). in addition to depreciation, obsolescence amounting to R 6.35 crore (previous year: R 4.54 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, 2018 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 joint venture 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. Buildings 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 14 331 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [2] (contd.) b. estimated useful life of following assets is different than useful life as prescribed in schedule ii of the companies act, 2013. Sr. no category of assets Sub-category of assets 1. 2. aircrafts – owned Vehicles motor cars a assets used in Heavy engineering and Shipbuilding Business: Sr. no 1. category of assets Sub-category of assets 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: Useful life as per Schedule ii (in years) Useful life adopted (in years) 20 8 18 7 Useful life as per Schedule ii (in years) Useful life adopted (in years) 10-30 5-15 5-30 10-30 50 10-30 5-15 15 5 Sr. no 1. category of assets Sub-category of assets Plant & equipment General Specialized 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 1. 2. 3. 4. 5. category of assets Sub-category of assets office equipment assets deployed at project site air conditioning and refrigeration equipment assets deployed at project site canteen equipment assets deployed at project site laboratory equipment assets deployed at project site Photographic equipment assets deployed at project site d assets used in Power business: Useful life as per Schedule ii (in years) Useful life adopted (in years) 5 15 15 10 15 3 3 3 3 3 Sr. no 1. category of assets Sub-category of assets Useful life as per Schedule ii (in years) Useful life adopted (in years) 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, 2019 - R 0.09 crore (as at march 31, 2018: R 0.09 crore) 332 Notes forming part of the Financial statements (contd.) Note [3] investment property Class of assets Land Buildings Total As at 1-4-2018 50.41 472.75 523.16 Cost Transferred from/(to) PPE/ Inventory Additions Deductions As at 31-3-2019 As at 31-3-2018 For the year Depreciation Transferred from/(to) PPE/ Inventory v crore Book Value Deductions Upto 31-3-2019 As at 31-3-2019 As at 31-3-2018 7.08 0.54 7.62 0.43 5.14 52.78 (9.36) (8.93) 106.74 357.19 111.88 409.97 – 48.18 48.18 – 15.49 15.49 – (1.34) (1.34) – – 52.78 50.41 13.54 13.54 48.79 308.40 424.57 48.79 361.18 474.98 Previous year 431.76 57.58 37.00 3.19 523.16 35.06 13.96 0.39 1.23 48.18 Add: Capital work-in-progress 20.08 – 381.26 474.98 (a) additions during the year and capital work-in-progress include R 1.38 crore (previous year: R 5.80 crore) being borrowing cost capitalised in accordance with accounting Standard (ind aS) 23 on “Borrowing costs”. asset class wise break-up of borrowing costs capitalised during the year is as follows: Buildings (owned) class of assets R crore 2018-2019 2017-2018 1.38 5.80 (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: class of assets 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 2018-19 2017-18 179.92 67.41 171.63 64.32 (ii) Fair value of investment property : R 2932.97 crore as at march 31, 2019 (R 2487.24 crore as at march 31, 2018) (iii) the fair values of investment properties have been determined with the help of independent valuers on a case to case basis. Fair value of properties that are evaluated by independent valuers R 2932.97 crore (R 2487.24 crore as at march 31, 2018). Valuation is based on government rates, market research, market trend and comparable values as considered appropriate. 333 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [4] intangible assets & intangible assets under development Class of assets As at 1-4-2018 Additions Business Transfer $ Deductions As at 31-3-2019 Up to 31-3-2018 For the period Business Transfer $ Deductions Up to 31-3-2019 As at 31-3-2019 As at 31-3-2018 Cost Amortisation Book value Specialised softwares 195.64 23.16 Technical knowhow 99.06 7.48 New product design and 161.40 67.99 development Total 456.10 98.63 – – – – – – – – 218.80 160.23 14.16 106.54 29.65 13.37 229.39 73.13 35.67 554.73 263.01 63.20 – – – – – – – – 174.39 44.41 35.41 43.02 63.52 69.41 108.80 120.59 88.27 326.21 228.52 193.09 Previous year 339.67 115.05 1.38 456.10 215.00 47.33 0.68 263.01 v crore Add: Intangible assets under development $ Refer to Note [60(b)] (a) additions during the year 171.69 200.77 400.21 393.86 Class of assets Specialised softwares Technical knowhow New product design and development Total FY 2018-19 FY 2017-18 Internal development – – 67.99 67.99 Acquired - external 23.16 7.48 – 30.64 Total 23.16 7.48 67.99 98.63 Internal development 0.11 – 48.53 48.64 Acquired - external 11.31 55.10 – 66.41 (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 11.42 55.10 48.53 115.05 Sr. no 1. 2. 3. class of assets Specialised softwares technical knowhow new product design and development minimum useful life (in years) 3 3 3 maximum useful life (in years) 6 10 6 334 Notes forming part of the Financial statements (contd.) Note [5] Non-current Assets: Financial Assets - investments Particulars as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore (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 (a) Subsidiary company (b) Joint venture company (c) other investments in Subsidiary company details of Non-current Assets: Financial Assets - investments Particulars (A) Investments in fully paid equity instruments (a) Subsidiary companies: 17591.01 4.42 1539.51 97.35 888.68 – 18776.86 4.42 2991.26 136.64 19232.29 21909.18 867.35 217.73 888.68 18.50 20139.47 1085.08 – 22994.26 Number of units As at 31-3-2019 Face value per unit v As at 31-3-2019 v crore As at 31-3-2018 v crore (i) Investments in fully paid equity instruments: L&T Valves Limited Bhilai Power Supply Company Limited Hi-Tech Rock Products & Aggregates Limited Kesun Iron & 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 0.05 crore)] 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 [Net of provision R 430.68 crore (previous year: R Nil)] L&T Electricals and Automation Limited L&T Hydrocarbon Engineering Limited L&T Technology Services Limited (quoted) Larsen & Toubro Infotech Limited (quoted) Carried forward 100 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 2 1 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 2,42,71,75,964 3,11,27,00,000 51,157 4,71,60,700 1,65,45,50,000 43,06,80,000 74,38,796 1,00,00,50,000 7,80,09,994 12,97,84,034 161.23 0.05 0.05 0.01 45.60 0.05 – 3468.17 82.82 2427.18 3112.70 0.05 47.16 1654.55 – 40.36 1000.05 805.49 108.05 12953.57 161.23 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 13652.09 335 As at 31-3-2019 v crore As at 31-3-2018 v crore 12953.57 – 13652.09 – 0.23 0.01 1.05 21.85 53.16 – – 13029.87 0.23 1.06 21.85 53.16 –* –** 13728.39 – – – 67.78 37.06 77.26 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [5] (contd.) details of Non-current Assets: Financial Assets - investments (contd.) Particulars (i) Investments in fully paid equity instruments: (contd.) Brought forward Larsen & Toubro Hydrocarbon International Limited LLC [Net of provision R 0.68 crore (previous year: R 0.68 crore)] Larsen & Toubro LLC L&T Construction Machinery Limited Larsen & Toubro (Saudi Arabia) LLC L&T Infrastructure Engineering Limited L&T Global Holdings Limited Seawoods Realty Private Limited Seawoods Retail Private Limited Number of units As at 31-3-2019 Face value per unit v SAR 1000 450 USD 1 SAR 1000 10 USD 100 50,000 10,000 625 36,00,000 80,000 (ii) Preference shares-(equity portion): L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 9,00,00,000 preference shares, October 22, 2028 [Net of provision R 67.78 crore (previous year: R Nil)] L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par preference shares, June 24 2029 [Net of provision R 37.06 crore (previous year: R Nil)] L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par preference shares, April 16, 2030 [Net of provision R 77.26 crore (previous year: R Nil)] L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par preference shares, May 28, 2030 [Net of provision R 300.25 crore (previous year: R Nil)] 10 5,00,00,000 10 11,00,00,000 10 42,18,60,000 – 300.25 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable 10 25,00,00,000 – 177.98 at par preference shares, August 10, 2030 [Net of provision R 177.98 crore (previous year: R Nil)] L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par preference shares, September 29, 2030 [Net of provision R 47.67 crore (previous year: R Nil)] 10 7,50,00,000 5.57 53.24 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 38,80,00,000 276.24 276.24 par preference shares, March 28, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 41,61,29,994 295.40 295.40 par preference shares, November 19, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 1,28,70,000 9.17 9.16 par preference shares, November 23, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at 10 18,93,29,994 132.00 132.00 par preference shares, December 19, 2032 (iii) Preference share considered equity as per terms: 1053.49 1761.49 L&T Seawoods Limited -10% Non-cumulative, optionally convertible 2 82,60,00,000 826.00 826.00 redeemable preference shares, March 30, 2022 Carried forward 826.00 826.00 336 Notes forming part of the Financial statements (contd.) Note [5] (contd.) details of Non-current Assets: Financial Assets - investments (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, May 12, 2022 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 L&T Hydrocarbon Engineering Limited -10% Non-cumulative, optionally convertible redeemable at par preference shares, February 6, 2029 L&T Hydrocarbon Engineering Limited -12% Non-cumulative,optionally convertible redeemable at par preference shares, October 19, 2030 L&T Hydrocarbon Engineering Limited -12% Non-cumulative,optionally convertible redeemable at par preference shares, March 30, 2031 L&T Uttaranchal Hydropower Limited - 10% Non-cumulative, optionally convertible redeemable preference shares, July 17, 2029 Number of units As at 31-3-2019 Face value per unit v As at 31-3-2019 v crore As at 31-3-2018 v crore 4,80,00,000 826.00 48.00 826.00 48.00 4,22,50,000 42.25 42.25 4,20,00,000 42.00 42.00 2 2 2 10 50,00,00,000 500.00 500.00 10 13,00,00,000 130.00 130.00 10 13,00,00,000 130.00 130.00 2 1,14,04,50,000 1140.45 891.05 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 [Net of provision R 28.74 crore (previous year: R Nil)] Total - (a) = (i)+(ii)+(iii)+(iv) (b) Associate companies: 3507.00 3257.60 0.65 – 0.65 17591.01 0.64 28.74 29.38 18776.86 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 [R 1000 (previous year: R 1000)] L&T Chennai-TADA Tollway Limited [R 1000 (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 1723 crore (previous year: R 950 crore)] L&T Kobelco Machinery Private Limited ^ L&T-MHPS Boilers Private Limited Carried forward 100 9,000 4.42 4.42 4.42 4.42 10 10 10 10 10 10 10 100 100 100 1,50,30,000 31,28,69,096 2,55,00,000 11,93,91,000 – – – 15.03 973.48 25.50 119.39 1133.40 – – – 15.03 1746.48 25.50 119.39 1906.40 337 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [5] (contd.) details of Non-current Assets: Financial Assets - investments (contd.) Particulars Number of units As at 31-3-2019 Face value per unit v As at 31-3-2019 v crore As at 31-3-2018 v crore (i) Investments in fully paid equity instruments: (contd.) Brought forward L&T-MHPS Turbine Generators Private Limited L&T Rajkot-Vadinar Tollway Limited [R 1000 (previous year: R 1000)] L&T Samakhiali Gandhidham Tollway Limited L&T Special Steels and Heavy Forgings Private Limited [Net of provision R 419.28 crore (previous year: R Nil)] 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): 10 10 10 10 10 10 10 10 10 36,24,06,000 100 13,000 41,92,84,000 1,08,64,000 27,82,736 2,24,22,660 37,750 5,10,000 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2024 [Net of provision R 78.33 crore (previous year: R Nil)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2025 [Net of provision R 97.91 crore (previous year: R Nil)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2026 [Net of provision R 84.41 crore (previous year: R Nil)] 10 15,54,00,000 10 17,76,00,000 10 14,20,80,000 1133.40 362.41 – 0.01 – 10.86 0.82 22.42 0.04 0.51 1530.47 2.24 6.80 9.04 1906.40 362.41 – 0.01 419.28 10.86 0.82 22.42 0.04 0.03 2722.27 2.24 6.10 8.34 – – 78.33 97.91 – – 1539.51 84.41 260.65 2991.26 Total - (c) = (i)+(ii)+(iii) (d) Other companies: International Seaport Dredging Limited [Net of provision R 15.90 crore (previous year: R 15.90 crore)] BBT Elevated Road Private Limited Utmal Multi purpose Service Co-operative Society Limited (B Class) [R 30,000 (previous year: R 30,000)] Tidel Park Limited [Note 45(f)] VP Global Fibre and Yarns Private Limited [R 22,900 (previous year: R 20,600)] New Vision Wind Power Private Limited [R 27,000 (previous year: R Nil)] The New India Assurance Company Limited ICICI Securities Limited Total - (A) =(a)+(b)+(c)+(d) 338 10000 10 15,899 1,00,000 – 0.10 – 0.10 100 10 100 10 10 5 300 40,00,000 229 2,700 6,24,996 8,13,720 – 65.58 – – 11.93 19.74 97.35 19232.29 – 64.27 – – 22.28 50.00 136.64 21909.18 Notes forming part of the Financial statements (contd.) Note [5] (contd.) details of Non-current Assets: Financial Assets - investments (contd.) Particulars (B) Investment in preference shares (Debt portion) of: (a) Subsidiary company: Number of units As at 31-3-2019 Face value per unit v As at 31-3-2019 v crore As at 31-3-2018 v crore L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 9,00,00,000 40.73 38.70 preference shares, October 22, 2028 L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 5,00,00,000 21.29 20.36 preference shares, June 24 2029 L&T Shipbuilding Limited -12% Cumulative, non-convertible redeemable at par 10 11,00,00,000 43.48 41.93 preference shares, April 16, 2030 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par 10 42,18,60,000 165.00 159.32 preference shares, May 28, 2030 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par 10 25,00,00,000 95.96 92.87 preference shares, August 10, 2030 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par 10 7,50,00,000 28.42 27.55 preference shares, September 29, 2030 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par 10 25,90,00,000 96.42 93.67 preference shares, December 8, 2030 L&T Shipbuilding Limited -9% Non-cumulative, non-convertible redeemable at par 10 21,60,00,000 79.23 77.11 preference shares, February 4, 2031 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at par 10 38,80,00,000 127.74 126.12 preference shares, March 28, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at par 10 41,61,29,994 128.45 127.95 preference shares, November 19, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at par 10 1,28,70,000 3.97 3.95 preference shares, November 23, 2032 L&T Shipbuilding Limited - 9% Non-cumulative, non-convertible redeemable at par 10 18,93,29,994 57.99 57.82 preference shares, December 19, 2032 Total - (a) (b) Joint Venture company: L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2024 [Net of provision R 77.77 crore (previous year: R Nil)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2025 [Net of provision R 79.12 crore (previous year: R Nil)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2026 [Net of provision R 56.28 crore (previous year: R Nil)] Total - (b) Total - (B) (C) Other investments: Subsidiary companies: In limited liability partnership: L&T Geo structure LLP Total - (C) Total Non Current Investment = (A)+(B)+(C) 888.68 867.35 10 15,54,00,000 10 17,76,00,000 – – 78.75 80.89 10 14,20,80,000 – – 888.68 58.09 217.73 1085.08 18.50 18.50 20139.47 – – 22994.26 339 Notes forming part of the financial StatementS annUal report 2018-19 Notes forming part of the Financial statements (contd.) Note [5] (contd.) Details of Non-current Assets: Financial Assets - Investments (contd.) 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 as at 31-3-2019 v crore as at 31-3-2018 v crore 4413.37 53882.38 4597.03 50537.78 15726.10 3800.71 18397.23 967.21 (c) aggregate amount of impairment in value of investments ^ Subsequent to the year under review, the company has divested its entire stake in l&t Kobelco machinery private limited to Kobe Steel, ltd. on april 17, 2019. Since the criteria for classifying the said investment as held for sale is not met as at reporting date, the same has not been classified as held for sale in the financial statements. the above investment forms part of the unallocable corporate assets. [note 47(a)]. * previous period included provision of R 0.01 crore. ** previous period included provision of R 0.01 crore. Note [6] Non-current Assets: Financial Assets - Loans particulars Unsecured security deposits, considered good: less: allowance for expected credit loss Unsecured long term loan and advances to related parties: Subsidiary companies, cosidered good [note 37 & 38 (a)] Joint venture companies, considered good [note 37 & 38 (a)] less: allowance for expected credit loss other loans, considered good: Secured Unsecured Note [7] Non-current Assets: Financial Assets - others 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 as at 31-3-2019 as at 31-3-2018 v crore 104.71 28.30 1463.59 263.00 v crore 76.41 454.50 1200.59 0.08 1.07 1732.65 v crore 104.44 26.15 1379.11 – v crore 78.29 225.50 1379.11 0.23 1.00 1684.13 as at 31-3-2019 as at 31-3-2018 v crore 289.76 102.43 – 10.54 – 174.27 577.00 v crore 319.52 91.54 0.02 1.99 19.45 6.02 438.54 340 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, acquisition, etc. total less: amount reflected under current assets [note 13] amount reflected under other financial assets - non-current [note 7] v crore as at 31-3-2019 as at 31-3-2018 25.25 24.51 25.97 24.18 4372.34 4423.56 4133.80 289.76 464.80 513.49 193.97 319.52 Note [8] other non-current assets Particulars capital advances: Secured Unsecured advance recoverable other than in cash current tax receivable (net) Note [9] Current Assets: inventories Particulars Raw materials [include goods-in-transit R 14.83 crore (previous year: R 2.46 crore)] components [include goods-in-transit R 19.29 crore (previous year: R 17.19 crore)] construction materials [include goods-in-transit R 114.39 crore (previous year: R 56.16 crore)] manufacturing work-in-progress Finished goods Stock-in-trade [include goods-in-transit R 38.79 crore (previous year: R 26.31 crore)] Stores and spares [include goods-in-transit R 2.10 crore (previous year: R 3.61 crore)] loose tools Property development related work-in-progress as at 31-3-2019 as at 31-3-2018 v crore 1.84 19.29 1636.04 1690.08 3347.25 v crore 7.84 28.28 1405.00 1652.22 3093.34 as at 31-3-2019 as at 31-3-2018 v crore 332.93 296.27 144.09 372.92 230.41 386.27 118.89 3.69 1334.97 3220.44 v crore 318.49 286.15 63.10 333.96 154.24 285.20 68.70 3.81 986.40 2500.05 341 note: during the year R 1.09 crore (previous year: R 12.87 crore) was recognised as expense towards write-down of inventories Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [10] Current Assets: Financial Assets - investments 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 Assets: Financial Assets - 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 8.33% Government of India Bonds 2026 8.32% Government of India Bonds 2032 6.90% Oil Mktg Cos GOI Special Bonds 2026 9.20% Government of India Bonds 2030 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: 9.50% L&T Metro Rail (Hyderabad) Limited SR-F NCD November 26, 2030 9.55% L&T Metro Rail(Hyderabad) Limited SR-F NCD September 28, 2030 Total- (i) (ii) Joint venture companies: 1000000 1000000 1,500 1,000 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 Carried forward 342 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 – – – – – 230 240 270 280 290 310 as at 31-3-2019 as at 31-3-2018 v crore v crore 924.53 v crore v crore 1205.99 273.07 741.94 1123.75 – 769.84 1298.35 2138.76 1631.69 4694.98 2068.19 1070.80 4344.98 Number of units As at 31-3-2019 Face value per unit v As at 31-3-2019 v crore As at 31-3-2018 v crore 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 – – – – – 75,00,000 – – 1,77,84,000 2,45,00,000 10,00,000 2,10,00,000 1,33,00,000 – – – – – – – – – 80.47 – – 199.04 293.64 10.32 202.02 139.04 – – – – 924.53 162.61 110.46 273.07 – – – – – 25.84 26.96 30.19 31.00 31.94 35.03 180.96 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 37.24 292.58 Notes forming part of the Financial statements (contd.) Note [10] (contd.) details of Current Assets: Financial Assets - investments (contd.) Particulars (ii) Joint venture companies: (contd.) Brought forward 9.50% Kudgi Transmission Limited SR-Q NCD April 25, 2034 9.50% Kudgi Transmission Limited SR-R NCD April 25, 2035 9.50% Kudgi Transmission Limited SR-S NCD April 25, 2036 9.50% Kudgi Transmission Limited SR-T NCD April 25, 2037 9.50% Kudgi Transmission Limited SR-U NCD April 25, 2038 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 Company Limited NCD August 21, 2072 8.20% PFC Limited Tax Free Bonds February 01, 2022 8.46% PFC Limited Tax Free Bonds August 30, 2028 1.44% Inflation Indexed Bonds Junuary 05, 2023 8.41% NTPC Limited Tax Free Bonds SR-1A December 16, 2023 8.46% REC Limited 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 Limited Pertetual October 18, 2022 9.50% YES Bank Limited 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 Ecap Equities Limited SR-G9G806B August 27, 2019 Ecap Equities Limited SR-G9G806C August 28, 2019 Ecap Equities Limited SR-G9G806D August 29, 2019 Ecap Equities Limited SR-G9H804A September 02, 2019 Ecap Equities Limited SR-G9H804B September 03, 2019 Ecap Equities Limited SR-G9H804C September 04, 2019 Ecap Equities Limited SR-G9H804D September 05, 2019 Ecap Equities Limited SR-I9J804A November 11, 2019 Ecap Equities Limited SR-I9J804B November 12, 2019 Ecap Equities Limited SR-I9J804C November 13, 2019 Ecap Equities Limited SR-L9K801A December 30, 2019 Ecap Equities Limited SR-L9K801B December 31, 2019 Carried forward Face value per unit Number of units As at 31-3-2019 As at 31-3-2019 As at 31-3-2018 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000 1000000 100 1000 1000000 1000000 1000000 1000000 1000000 1000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 – 360 390 410 350 960 250 2,500 1,037 3,54,355 67 50,00,000 79,162 370 – – 500 1,000 – – – – – – – – – – – – – – – – – 25 25 25 25 25 25 25 25 25 25 25 25 180.96 – 40.64 44.08 46.39 39.64 108.82 28.36 253.05 741.94 110.64 37.36 7.11 55.03 8.32 39.26 – – 55.34 105.52 – – – – – – – – – – – – – – – – – 28.35 28.35 28.35 28.80 28.14 28.58 28.60 28.63 28.63 29.12 26.87 26.92 757.92 292.58 39.60 43.25 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 – – – – – – – – – – – – 922.53 343 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [10] (contd.) details of Current Assets: Financial Assets - investments (contd.) Particulars (iii) Other debentures and bonds: (contd.) Brought forward Ecap Equities Limited SR- L9K801C January 01, 2020 Ecap Equities Limited SR- L9K801D January 02, 2020 Ecap Equities Limited SR- H9G801A August 23, 2019 Ecap Equities Limited SR- G9G806A August 26, 2019 Ecap Equities Limited SR- B0A901A February 17, 2020 Ecap Equities Limited SR- B0A9011B February 18, 2020 Ecap Equities Limited SR- B0B905A March 13, 2020 Ecap Equities Limited SR- B0B905B March 16, 2020 Ecap Equities Limited SR- B0B905C March 17, 2020 Ecap Equities Limited SR- B0B905D March 18, 2020 Ecap Equities Limited SR- B0B905E March 19, 2020 Ecap Equities Limited SR- B0B905F March 20, 2020 6.86% IIFCL Tax Free Bonds March 26, 2023 7.18% IRFC Limited Tax Free Bonds February 19, 2023 Total- (iii) (C) Mutual funds (unquoted): JM Arbitrage Advantage Fund-Direct-Monthly Dividend Payout JM Balanced Fund Direct Plan-Annual Dividend Payout Option L&T Short Term Bond Fund-Direct Growth Aditya Birla Sun Life Corporate Bond Fund-Direct-Growth JM Equity Fund Monthly Dividend Payout L&T Emerging Businesses Fund-Direct Plan-Growth Kotak Emerging Equity-Direct-Growth L&T Midcap Fund-Growth-Direct LIC MF Arbitrage Fund-Direct Plan-Growth LIC MF Short Term Debt Fund-Direct Plan-Growth Aditya Birla Sun Life Midcap Fund-Direct Plan-Growth Kotak Small Cap Fund-Direct-Growth AXIS Overnight Fund-Direct-Growth HSBC Large & Midcap Equity Fund-Growth-Direct 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) 344 Face value per unit Number of units As at 31-3-2019 As at 31-3-2019 As at 31-3-2018 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 10000000 1000 1000 25 25 25 25 25 25 25 25 25 25 25 25 1,35,000 3,50,000 10 10 100 100 10 10 100 100 10 10 100 10 10 10 – – 28,01,47,507 7,59,81,604 – 1,98,02,764 2,48,95,439 73,29,229 1,50,00,000 4,00,00,000 50,48,149 66,98,911 2,00,000 2,50,00,000 757.92 26.77 26.65 26.33 26.56 26.78 26.78 26.21 26.21 26.21 26.21 26.21 26.11 13.16 35.64 1123.75 2138.76 – – 514.42 548.08 – 51.53 103.98 104.59 15.16 40.81 155.97 52.09 20.06 25.00 1631.69 4694.98 922.53 – – – – – – – – – – – – 27.76 348.06 1298.35 2068.19 203.48 571.42 – 295.89 – – 1070.80 4344.98 as at 31-3-2019 v crore as at 31-3-2018 v crore 3063.29 3063.29 3274.18 3274.18 1631.69 1070.80 Notes forming part of the Financial statements (contd.) Note [11] Current Assets: Financial Assets - trade receivables Particulars considered good Unsecured less: allowance for expected credit loss credit impaired less: allowance for expected credit loss Note [12] Current Assets: Financial Assets - 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] Current Assets: Financial Assets - other bank balances Particulars Fixed deposits with banks earmarked balances with banks-unclaimed dividend earmarked balances with banks-Section 4(2)(1)(d)ReRa* margin money deposits with banks cash and bank balances not available for immediate use [note 7(a)] * Real estate (Regulation and development) act, 2016 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 29443.07 1411.31 1044.25 859.19 24164.69 1437.24 28031.76 22727.45 977.73 787.73 185.06 28216.82 190.00 22917.45 as at 31-3-2019 as at 31-3-2018 v crore 1862.18 174.42 2.04 694.77 2733.41 v crore 1798.20 435.01 2.37 948.17 3183.75 as at 31-3-2019 as at 31-3-2018 v crore 647.64 84.64 – – 4133.80 4866.08 v crore 869.24 63.69 7.38 0.03 193.97 1134.31 345 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [14] Current Assets: Financial Assets - Loans Particulars Unsecured security deposits, considered good less: allowance for expected credit loss Unsecured security deposits, credit impaired less: allowance for expected credit loss Unsecured long term loans and advances to related parties: Subsidiary companies, considered good [note 37&38 (a)] Joint venture companies, considered good [note 37&38 (a)] other secured loans, considered good Note [15] Current Assets: Financial Assets - others Particulars advances to related parties: Subsidiary companies associate companies Joint venture companies advances recoverable in cash Premium receivable on financial guarantee contracts Forward contract receivable embedded derivative receivable doubtful advances: deferred credit sale of ships other loans and advances less: allowance for expected credit loss 346 as at 31-3-2019 as at 31-3-2018 v crore 317.14 0.45 5.07 5.07 v crore v crore v crore 296.27 0.45 316.69 295.82 5.89 5.89 – 914.75 62.27 0.15 1293.86 – 678.04 18.20 0.27 992.33 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 734.58 730.02 8.07 509.92 12.59 675.69 4.94 53.95 27.11 88.48 115.59 115.59 755.52 2387.73 4.34 270.73 23.27 700.51 0.80 54.21 27.11 129.60 156.71 156.71 – 1995.18 – 3441.59 Notes forming part of the Financial statements (contd.) Note [16] other current assets contract assets [Refer note 48(d)] Particulars as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore due from customers (construction and project related activity) Retention money including unbilled revenue 28277.43 11953.54 25587.80 10937.36 advance recoverable other than in cash Government grants receivable others doubtful other loans and advances less: Provision for doubtful advances 40230.97 3770.60 89.08 – – 44090.65 7.00 7.00 36525.16 3878.62 93.56 2.59 – 40499.93 6.99 6.99 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 as at 31-3-2019 as at 31-3-2018 number of shares v crore number of shares v crore 1,62,50,00,000 325.00 1,62,50,00,000 325.00 1,40,27,29,385 280.55 1,40,13,69,456 280.27 (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 2018-19 2017-18 number of shares v crore number of shares 1,40,13,69,456 13,59,929 – 280.27 0.28 – 93,29,65,803 16,38,898 46,67,64,755 v crore 186.59 0.33 93.35 year 1,40,27,29,385 280.55 1,40,13,69,456 280.27 (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. 347 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [17] (contd.) equity share capital (contd.) (d) shareholder holding more than 5% of equity shares: name of the shareholders life insurance corporation of india l&t employees Welfare Foundation as at 31-3-2019 as at 31-3-2018 number of shares Shareholding % number of shares Shareholding % 24,66,76,682 17.59 24,63,52,777 17,21,28,421 12.27 17,21,28,421 17.58 12.28 (e) shares reserved for issue under options outstanding on un-issued share capital: Particulars as at 31-3-2019 as at 31-3-2018 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 # 28,85,240 0.58* 42,65,623@ 0.85* 0.675% 5 years & 1 day US$ denominated foreign currency convertible bonds (FccB) ## 95,20,455 1.90** 95,20,455@ 1.90** * the equity shares will be issued at a premium of R 71.99 crore (previous year: R 94.42 crore) ** the equity shares will be issued at a premium of R 1214.50 crore (previous year: R 1214.50 crore) on the exercise of options by the bond holders # note 17(h)(i) 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, 2019 are 46,67,64,755 (previous period of five years ended march 31, 2018: 77,50,59,331 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, 2019 – nil (previous period of five years ended march 31, 2018: 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. 348 Notes forming part of the Financial statements (contd.) Note [17] (contd.) 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) 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 267.10 2006(A) 2002(B) 2003(B) 7.80 2.00 2.00 2.00 2006 7.80 7.80 2.00 19-4-2002 19-4-2003 7.80 23-5-2003 onwards 23-5-2003 onwards 23-5-2004 onwards 23-5-2004 onwards 267.10 267.10 1-9-2006 onwards 1-9-2007 onwards 267.10 1-7-2007 onwards 1-7-2008 onwards 2.00 19-4-2002 19-4-2003 2.00 1-6-2000 1-6-2001 19,800 – – – 13,200 – – – 48,375 – – – 32,250 – – – 89,325 – – – 59,550 – – – 70,767 – – – 47,178 4,87,892 4,27,131 – – – 17,700 – 29,789 – – – – 1,76,584 35,49,464 34,91,467 – – 1,08,685 – – – 6,200 – – 4,94,210 – 39,708 – 13,200 – 32,250 – 59,550 – 47,178 – 4,15,042 – 1,36,876 – 28,94,772 – 19,800 – – – 19,800 – – 48,375 – 48,375 – – – 89,325 – 89,325 – – – – 70,767 70,767 – 6,22,567 49,313 – 1,05,342 – 71,600 25,200 – 2,34,441 1,56,962 – 19,800 – 48,375 – 89,325 – 70,767 1,73,309 4,87,892 – 19,800 – – 48,375 – – 89,325 – – 70,767 10,750 1,30,806 – 1,62,559 3,57,086 – 2,05,321 – 43,42,684 – 2,02,516 3,51,935 4,51,376 – 6,39,890 5,73,580 2,805 11,25,488 9,15,424 – – – – – 27,11,931 35,49,464 – 9,76,795 15,63,209 – 17,35,136 19,86,255 Nil 4.15 3.74 contractual life of options (in years) Nil Nil Nil Nil Nil Nil Nil Nil 4.95 4.72 * Record date: July 14, 2017 iii. the number and weighted average exercise price of stock options are as follows: Particulars (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 2018-19 2017-18 no. of stock options 42,65,623 – – – – – 6,65,090 13,59,929 6,85,544 28,85,240 9,87,545 Weighted average exercise price (R) 223.35 – – – – – 257.28 222.40 139.58 251.52 264.28 no. of stock options 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 Weighted average exercise price (R) 347.41 112.61 380.14 400.70 339.12 226.07 238.32 229.25 248.92 223.35 218.19 349 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [17] (contd.) equity share capital (contd.) iv. Weighted average share price at the date of exercise for stock options exercised during the year is R 1272.80 (previous year: R 1106.67) per share. v. a. B. 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. expense on employee Stock option Schemes debited to the Statement of Profit and loss during 2018-19 is R 73.07 crore (previous year: R 68.98 crore) net of recoveries of R 1.63 crore (previous year: R 0.79 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 17.15 crore (previous year: R 7.16 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 986.95 (previous year: R 965.25) 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: Sr. no. Particulars (a) Weighted average risk-free interest rate (B) Weighted average expected life of options (c) Weighted average expected volatility 2018-19 7.44% 4.09 years 25.73% 2017-18 6.83% 4.17 years 27.92% (d) Weighted average expected dividends over the life of the option R 65.41 per option R 58.37 per option (e) Weighted average share price (F) Weighted average exercise price (G) method used to determine expected volatility R 1225.00 per option R 1178.47 per option R 257.28 per share R 229.73 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, 2019 is R 106.91 crore (previous year: R 108.59 crore), including R 52.29 crore (previous year: R 76.12 crore) for which the options have been vested to employees as at march 31, 2019. (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 0.19:1 as at march 31, 2019 (as at march 31, 2018 0.21:1). (j) during the year ended march 31, 2019, the company paid the final dividend of R16 per equity share for the year ended march 31, 2018 amounting to R 2243.18 crore and dividend distribution tax of R 353.60 crore. (k) on may 10, 2019, the Board of directors has recommended the final dividend of R18 per equity share for the year ended march 31, 2019 subject to approval of shareholders. on approval, the total dividend payment based on number of shares outstanding as at march 31, 2019 is expected to be R2524.91 crore and the payment of dividend distribution tax is expected to be R 233.66 crore. 350 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 [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)(iv)] Hedging reserve [note 1(m)] & [note 45(l)] cash flow hedging reserve cost of hedging reserve debt instruments through other comprehensive income [note 1(m)] as at 31-3-2019 as at 31-3-2018 v crore v crore v crore – 153.20 10.52 (6.36) 8471.99 177.63 (70.72) 211.51 (102.92) 106.91 440.26 25507.91 17527.67 5.69 59.62 (7.24) 52270.17 55.45 4.17 114.50 (12.34) v crore 3.56 153.20 10.52 (6.36) 8363.02 108.59 458.94 25395.78 14250.01 (0.37) 102.16 54.93 48893.98 * 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 is not to be utilised by the company except to redeem debentures. # general reserve : the company created a General reserve in earlier years pursuant to the provisions of the companies act,1956 where in certain percentage of profits was 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 . 351 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [19] Non-current liabilities: Financial liabilities-Borrowings Particulars Unsecured: Redeemable non-convertible fixed rate debentures [note 19(a)(ii)] Redeemable non-convertible inflation linked debentures [note 19(a)(iii)] 0.675% Foreign currency convertible bonds [note 19(b)] term loan from banks [note 19(c)] Finance lease as at 31-3-2019 as at 31-3-2018 v crore 2180.66 120.48 – 90.67 0.06 2391.87 v crore 2179.85 116.96 1245.64 1952.51 0.20 5495.16 19(a) (i) Secured redeemable non-convertible fixed rate debentures (privately placed): Face value per debenture (R) date of allotment as at 31-3-2019 R crore as at 31-3-2018 R crore interest for the year 2018-2019 terms of repayment for debentures outstanding as at 31-3-2019 1000000 January 5, 2009 less: – – – 408.58 – – 408.58 current maturity of long term borrowings [note 24] – Borrowings non-current [note 19] Security: the debentures were 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 as at 31-3-2019 R crore as at 31-3-2018 R crore interest for the year 2018-19 terms of repayment for debentures outstanding as at 31-3-2019 1 2 3 4 5 1000000 april 10,2012 273.56 273.51 1000000 may 26,2011 322.71 322.61 1000000 may 11,2010 324.32 324.22 1000000 april 13,2010 216.95 216.89 1000000 September 24, 2015 1043.12 1042.62 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. 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 2180.66 2179.85 Borrowings – non-current [note 19] 352 Notes forming part of the Financial statements (contd.) Note [19] (contd.) 19 (a) (iii) Unsecured redeemable non-convertible inflation linked debentures: Face value per debenture (R) date of allotment as at 31-3-2019 R crore as at 31-3-2018 R crore interest for the year 2018-19 terms of repayment for debentures outstanding as at 31-3-2019 1000000 may 23,2013 120.48@ 116.96@ 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 1363.39 crore as at march 31, 2019 (as at march 2018: R 1245.64 crore) represent 200000 bonds of $1000 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 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. 19(c) details of term loans (Unsecured): Sr. no. 1 2 3 4 5 6 7 8 Total less: as at 31-3-2019 R crore – – – 1382.59 691.28 694.19 31.79 58.88 2858.73 2768.06 90.67 as at 31-3-2018 R crore 326.21 38.04 163.36 1301.68 650.83 – – – 2480.12 Rate of interest terms of repayment of term loan outstanding as at 31-3-2019 USd liBoR + Spread USd liBoR + Spread USd liBoR + Spread USd liBoR + Spread USd liBoR + Spread USd liBoR + Spread 8.40% p.a. payable monthly 9.00% p.a. payable monthly Repaid on July 2, 2018 Repaid on June 18, 2018 Repaid on october 19, 2018 Repayable on october 21, 2019 Repayable on november 4, 2019 Repayable on January 20, 2020 Repayable on may 7, 2023 Repayable on october 19, 2023 527.61 current maturity of long term borrowings [note 24] 1952.51 Borrowings non–current [note 19] loans guaranteed by directors - R nil (previous year: R nil) 19(d) Sales tax deferment loan (unsecured): Sr. no. 1 total as at 31-3-2019 R crore as at 31-3-2018 R crore Rate of interest terms of repayment as at march 31, 2019 – – 0.08 interest Free 0.08 current maturity of long term borrowings [note 24] 353 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [20] Non-current liabilities: other financial liabilities Particulars Forward contract payables embedded derivative payables Financial guarantee contracts due to others Note [21] Non-current liabilities: provisions Particulars employee pension scheme [note 50(ii)(a)] Post -retirement medical benefits plan [note 50(ii)(a)] Note [22] other non- current liabilities Particulars other Payables (deferred income on day one fair valuation of financial instruments) Note [23] Current liabilities: Financial liabilities - Borrowings as at 31-3-2019 as at 31-3-2018 v crore 6.76 26.63 16.64 3.72 53.75 v crore 17.82 75.79 9.27 5.76 108.64 as at 31-3-2019 as at 31-3-2018 v crore 308.36 189.26 497.62 v crore 301.13 171.74 472.87 as at 31-3-2019 as at 31-3-2018 v crore 0.58 v crore 1.27 Particulars Secured Unsecured total Secured Unsecured total as at 31-3-2019 as at 31-3-2018 loans repayable on demand from banks [note 23(b)] Short term loan and advances from banks [note 23(b)] loans from related parties: v crore v crore v crore v crore v crore v crore 24.54 – – 3610.98 24.54 3610.98 20.06 96.53 – 3586.68 20.06 3683.21 Subsidiary companies – 32.73 32.73 – 426.30 426.30 24.54 3643.71 3668.25 116.59 4012.98 4129.57 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 5930.00 crore as at march 31, 2019 (march 31, 2018 : R 6026.53 crore) 354 Notes forming part of the Financial Statements (contd.) Note [24] Current liabilities: 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)] 0.675% Foreign currency convertible bonds [Note 19(b)] Sales tax deferment loan [Note 19(d)] 24(a) Loans guaraneed by directors R Nil (previous year: R Nil) Note [25] Current liabilities: Financial liabilities - other trade payables Particulars Acceptances Due to related parties: Subsidiary companies Associate companies Joint venture companies Due to others Note [26] Current liabilities: other financial liabilities Particulars Unclaimed dividend Forward contract payable Embedded derivative payable Financial guarantee contracts Due to others [Note 26(a)] As at 31-3-2019 As at 31-3-2018 v crore – 2768.06 1363.39 – 4131.45 v crore 408.58 527.61 – 0.08 936.27 As at 31-3-2019 As at 31-3-2018 v crore v crore 520.39 v crore v crore 478.07 928.65 4.04 1006.51 767.28 2.92 995.18 1939.20 33616.77 36076.36 1765.38 28713.84 30957.29 As at 31-3-2019 As at 31-3-2018 v crore 84.64 234.15 68.17 9.87 1461.02 1857.85 v crore 63.69 127.90 61.34 6.22 1618.85 1878.00 26(a) Due to others include due to directors R 57.00 crore (previous year: R 49.11 crore) 355 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [27] other current liabilities contract liabilities [Refer note 48(d)] Particulars as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore due to customers (construction and project related activity) advances from customers 6678.88 14593.29 5346.45 14070.34 other Payables Note [28] Current liabilities- provisions Particulars Provision for employee benefits: Gratuity [note 50(ii)(a)] compensated absences employee pension scheme [note 50(ii)(a)] Post-retirement medical benefits plan [note 50(ii)(a)] 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 subsidiaries/joint venture 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 356 21272.17 1278.47 22550.64 19416.79 1428.67 20845.46 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 103.26 585.25 24.52 7.84 91.10 515.34 22.58 7.09 720.87 702.96 1423.83 636.11 466.11 1102.22 as at 31-3-2019 as at 31-3-2018 v crore 2145.93 157.68 218.41 676.38 7520.77 30986.48 7586.12 84.92 7187.07 v crore 2113.67 170.25 193.33 423.22 7424.61 20305.06 7267.96 139.20 6576.16 Notes forming part of the Financial statements (contd.) Note [29] (contd.) Notes: 1. the company does not expect any reimbursements in respect of the above contingent liabilities. 2. 3. 4. 5. 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 twelve 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 six 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. Note [30] Commitments Particulars as at 31-3-2019 as at 31-3-2018 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,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 (b) Funding committed by way of equity/loans to subsidiary companies (c) Funding committed by way of equity (including investment through purchase of investments from other parties*) 675.07 0.01 0.05 662.50 658.86 – 3.64 845.00 10732.85 675.13 715.45 – * the company has entered into a definitive share purchase agreement to acquire 20.32% stake in mindtree limited on march 18, 2019 at a price of R 980 per share aggregating to consideration of R 3269.00 crore. Further, the company has placed a purchase order with its stock broker for acquiring 15% stake through on-market purchases for an overall consideration amount not exceeding R 2434.00 crore from any recognised stock exchange, but only after receipt of relevant approvals from regulatory authorities. the company will also make an open offer to acquire 31% stake for a consideration of R 5029.85 crore in accordance with the requirements of the SeBi (Substantial acquisition of Shares and takeover) Regulations, 2011. the completion of these transactions are subject to receipt of necessary regulatory approvals. Subsequent to march 31, 2019 and up to may 9,2019, the company acquired 4,25,90,088 equity shares of mindtree limited (representing 25.94% of the share capital of that company) at a cost of R 4180.91 crore through block deal purchase from a major shareholder (and his associate entities) and on- market purchases. 357 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [31] revenue from operations Particulars Sales and service: construction and project related activity manufacturing and trading activity Property development activity engineering and service fees Servicing commission other operational income: income from hire of plant and equipment Profit/(loss) on sale of investment properties lease rentals income from services to Group companies Premium earned (net) on related forward exchange contracts miscellaneous income 2018-19 2017-18 v crore v crore v crore v crore 77799.03 6238.01 642.08 10.06 933.61 160.16 67.65 565.60 58.93 111.63 26.22 374.88 66978.07 5575.56 96.68 18.74 666.64 159.80 85782.95 73495.49 122.03 – 74.08 326.71 36.02 557.32 1204.91 86987.86 1116.16 74611.65 Note [32] other income interest income: Particulars 2018-19 2017-18 v crore v crore v crore v crore Subsidiaries, associates and joint venture companies others dividend income: Subsidiary companies Joint venture 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) 213.11 418.32 1313.98 19.44 178.70 209.59 287.30 631.43 496.89 535.59 – 2693.08 1512.12 251.15 (22.60) 28.64 83.23 284.87 2768.84 3228.67 (2233.22) (125.74) 60.18 62.75 123.14 1612.67 358 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, stock-in-trade and work-in-progress: 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 Provision for foreseeable losses on construction contracts other provisions/(reversal of provisions) [note 54(a)] miscellaneous expenses 2018-19 2017-18 v crore v crore v crore v crore 7917.34 84.55 8018.02 75.03 7832.79 – 29099.38 1786.14 2341.99 22021.74 7942.99 149.10 22236.60 1531.22 1808.79 19620.99 230.41 386.27 5549.53 6166.21 154.24 285.20 4430.65 4870.09 – 1684.82 42.86 435.32 1411.76 1206.82 232.69 444.99 530.91 728.18 65.33 5.93 396.02 192.44 35.37 168.17 535.86 154.24 285.20 4052.01 4491.45 221.52 169.68 3052.84 3444.04 (1296.12) (1047.41) (48.37) 956.70 15.49 363.01 1198.37 763.52 188.96 422.12 375.01 608.14 52.42 5.05 339.96 181.91 20.18 (38.05) 973.80 * note: current year includes opening adjustments on transition to ind aS 115. 8117.47 69903.39 6378.22 58620.50 359 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 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(ii)(b)] expenses on employees stock option schemes [note 17(h)(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: distributors and agents others Bank charges miscellaneous expenses Bad debts and advances written off less: allowance for doubtful debts and advances written back 252.47 214.12 allowance for doubtful debts and advances (net) exchange (gain)/loss [net] other provisions [note 54] Recoveries from subsidiaries, associates and joint venture companies 360 2018-19 v crore v crore 5613.91 2017-18 v crore v crore 5070.64 131.40 14.46 64.40 119.90 13.16 72.50 2018-19 v crore 210.26 74.70 90.34 579.13 (485.85) 6082.49 v crore 60.47 119.37 358.41 6.00 39.51 215.92 48.78 296.41 19.11 241.54 1.45 108.03 88.13 44.29 21.68 8.20 94.60 660.71 38.35 56.82 (121.76) 92.12 (178.36) 2319.78 205.56 69.77 83.35 603.36 (417.94) 5614.74 v crore 58.22 96.75 265.31 4.88 34.48 244.15 54.56 304.71 18.51 228.33 0.77 101.63 67.92 38.18 22.47 5.68 83.56 536.83 20.36 745.17 (148.60) 70.17 (173.31) 2680.73 2017-18 v crore 375.33 354.97 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. 2018-19 Note 34- Employee benefits expense Note 35 - Sales, administration and other expenses Total – – 90.34 – – – – – – 60.47 119.37 39.51 215.92 48.78 296.41 19.11 241.54 660.71 1745.29 554.69 362.54 660.91 579.69 1024.59 25.04 637.56 1196.57 Note 33 - Manufacturing, construction and operating expenses 956.70 363.01 188.96 422.12 375.01 608.14 5.05 339.96 973.80 Nature of expenses Sr. No. 1 2 3 4 5 6 7 8 9 Power and fuel Packing and forwarding Insurance Rent Rates and taxes Travelling and conveyance Repairs to buildings General repairs and maintenance Miscellaneous expenses Note [36] Finance costs Note 33 - Manufacturing, construction and operating expenses 1684.82 435.32 232.69 444.99 530.91 728.18 5.93 396.02 535.86 Particulars interest expenses other borrowing costs exchange loss (attributable to finance costs) v crore Total 2017-18 Note 34- Employee benefits expense Note 35-Sales, administration and other expenses – – 83.35 – – – – – – 58.22 1014.92 459.76 96.75 306.79 34.48 666.27 244.15 429.57 54.56 912.85 304.71 23.56 18.51 568.29 228.33 536.83 1510.63 2018-19 v crore 1601.50 2.78 37.11 1641.39 2017-18 v crore 1415.71 3.59 12.93 1432.23 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 Sr. no. name of the company Balance as at 31-3-2019 31-3-2018 maximum outstanding during 2017-18 2018-19 loans and advances in the nature of loans given to subsidiaries: l&t Seawoods Private limited a l&t Realty limited B l&t Shipbuilding limited c l&t Special Steels & Heavy Forgings Private limited* d PnG tollway limited e l&t Hydrocarbon engineering limited F l&t construction equipment limited G nabha Power limited H l&t Finance limited i l&t metro Rail (Hyderabad) limited J l&t Finance Holdings limited K l Hi-tech Rock Products & aggregates limited m l&t infrastructure development Projects limited total – 70.04 454.50 1507.65 – 54.07 – 379.80 – 109.00 – 301.85 18.20 2895.11 – 76.75 225.50 1379.11 18.20 – 7.00 594.29 – – – – – 2300.85 147.29 85.03 558.88 1507.65 – 56.64 7.05 1009.87 1506.84 109.00 1016.16 301.85 18.20 – 133.10 998.12 1401.86 18.20 0.31 42.91 1789.97 – – – – – * l&t Special Steels & Heavy Forgings Private limited R1507.65 crore is before adjusting for impairment of R 263 crore. 361 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [37] (contd.) 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/investments made/ guarantees given/security provided) Purpose for which the loan/guarantee/ security is proposed to be utilised by the recipient (a) loans and advances Subsidiary companies: (a) l&t Realty limited (b) l&t Shipbuilding limited (c) l&t Special Steels & Heavy Forgings Private limited* (d) PnG tollway limited (e) l&t construction equipment limited (f) l&t Hydrocarbon engineering limited (g) nabha Power limited (h) l&t metro Rail (Hyderabad) limited (i) Hi-tech Rock Products & aggregates limited (j) l&t infrastructure development Projects limited Project funding Working capital Working capital and project funding Project funding Working capital Working capital Part financing of original project cost temporary project funding and working capital General corporate purposes and investments General corporate purpose total other advances: (B) Subsidiary companies: l&t Uttaranchal Hydropower 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) l&t Hydrocarbon engineering limited (h) l&t metro Rail (Hyderabad) limited corporate guarantee given for subsidiary’s debt 2018-19 v crore 2017-18 70.04 454.50 1507.65 – – 54.07 379.80 109.00 301.85 18.20 2895.11 76.75 225.50 1379.11 18.20 7.00 – 594.29 – – – 2300.85 – – 19.45 19.45 11.94 – 427.31 1331.00 4025.00 735.56 739.96 250.00 16.88 60.60 418.95 3156.00 3707.00 65.18 – – 362 Notes forming part of the Financial statements (contd.) Note [38] (contd.) disclosure pursuant to section 186 of the Companies Act 2013: (contd.) Sr. no. nature of the transaction (loans given/investments made/ guarantees given/security provided) Purpose for which the loan/guarantee/ security is proposed to be utilised by the recipient (i) larsen & toubro atco Saudia llc (j) larsen & toubro arabia llc (k) l&t technology Services limited (l) l&t technology Services llc (m) larsen & toubro Heavy engineering llc (n) larsen & toubro (Saudi arabia) llc (o) l&t Hydrocarbon engineering limited (p) l&t-mHPS Boilers Private limited corporate guarantee given for subsidiary’s project performance Guarantees issued by bank out of the company’s sanctioned limits to customers of l&t-mHPS Boilers Private limited for project performance (d) investments in fully paid equity instruments and current investments 2018-19 2260.03 8442.15 770.67 138.31 – 1610.23 17736.16 28.93 v crore 2017-18 2130.11 5971.38 787.73 130.35 1047.98 1517.67 8691.05 28.79 38507.25 27729.67 Refer to note 5 and note 10 * loan given to l&t Special Steels & Heavy Forgings Private limited R 1507.65 crore is before adjusting for impairment of R 263 crore. Note [39] amount required to be spent by the company on corporate Social Responsibility (cSR) related activities during the year is R 121.47 crore (previous year: R 97.29 crore). the amount recognised as expense in the Statement of Profit and loss on cSR related activities is R 121.68 crore (previous year: R 100.92 crore), which comprises: v crore total Sr. no. (a) Particulars disclosed under 2018-19 Provided Paid total 2017-18 Paid Provided construction/acquisition of assets recognised as expense and shown under sales, administration and other expenses note 35 3.80 0.18 3.98 4.42 1.52 5.94 (b) other revenue expenses: recognised as expense and shown under sales, administration and other expenses recognised as expense and shown under note 35 91.02 9.66 100.68 70.21 9.19 79.40 employee benefits expense note 34 total 16.99 111.81 0.03 9.87 17.02 121.68 15.54 90.17 0.04 10.75 15.58 100.92 Note [40] the expenditure on research and development activities recognised as expense in the Statement of Profit and loss is R 168.23 crore (previous year: R 138.93 crore). Further, the company has incurred capital expenditure on research and development activities as follows: (a) on tangible assets R 5.46 crore (previous year: R 6.22 crore); (b) on intangible assets being expenditure on new product development R 40.53 crore (previous year: R 48.08 crore) [note 1(i)(ii)]; and (c) on other intangible assets R 1.96 crore (previous year: R 1.84 crore). in addition, the company has incurred expenditure of R 0.52 crore (previous year: R 2.70 crore) which is customer funded. 363 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 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 buildings 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 31-3-2019 6.51 6.79 – 13.30 R crore as at 31-3-2018 49.01 23.51 – 72.52 (a) (B) assets acquired on finance lease comprises plant & 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. 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 minimum lease payment v crore Present value of minimum lease payments as at 31-3-2019 0.01 as at 31-3-2018 – as at 31-3-2019 – as at 31-3-2018 – 0.02 0.13 0.16 0.10 0.06 0.02 0.28 0.30 0.10 0.20 – 0.06 0.06 – 0.06 – 0.20 0.20 – 0.20 (ii) operating leases: (a) the company has taken various commercial premises and plant & equipment under cancellable operating leases. these lease agreements are renewed on expiry, based on requirement, convenience and other factors. 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 as at 31-3-2019 19.62 12.43 0.25 32.30 R crore as at 31-3-2018 23.79 28.29 6.80 58.88 (c) lease rental expenses in respect of operating leases: R 150.49 crore (previous year: R 103.49 crore) 364 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 31-3-2019 41.72 v crore as at 31-3-2018 388.00 (a) investment held for sale as at march 31, 2019 represents equity investment in l&t technology Services limited R 41.72 crore. Regulation 38 of the SeBi (listing obligation and disclosure Requirements) Regulations, 2015 requires a listed entity to comply with the minimum public shareholding requirements as specified in rules 19(2) and 19a of the Securities contracts (Regulation) Rules, 1957 (“ScRR”). Rule 19(2)(b) of the ScRR requires the maintenance of a minimum public shareholding of 25% at all times of each class or kind of equity shares or convertible debentures issued by a listed company. the company is holding 78.88% in its listed subsidiary company l&t technology Services limited. in order to comply with the said requirement, the company plans to divest its investment in the said subsidiary in the open market within twelve months from the reporting date. the above investment forms part of the unallocable corporate assets. [note 47(a)]. (b) investment held for sale as at march 31, 2018 represents equity investment in marine infrastructure developer Private limited (midPl). through a scheme of arrangement of demerger, the Port business in l&t Shipbuilding limited was transferred to midPl (effective date march 22, 2017) in financial year 2016-17. as a shareholder, the company had received 38,80,00,000 equity shares of R10 each. the company divested its stake in midPl to the strategic partner in June 28, 2018. the above investment forms part of the unallocable corporate assets as at march 31, 2018. [note 47(a)]. 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 2154.51 As at 31-3-2019 After twelve months 1065.93 Within twelve months 1680.39 As at 31-3-2018 After twelve months 819.66 Total 3220.44 v crore Total 2500.05 27932.56 284.26 28216.82 22391.67 525.78 22917.45 1293.86 1995.18 – – 1293.86 1995.18 991.91 3441.59 0.42 – 992.33 3441.59 37120.43 6970.23 44090.66 32752.18 7747.75 40499.93 (b) current liabilities expected to be settled within twelve months and after twelve months from the reporting date: Particulars Note Within twelve months As at 31-3-2019 After twelve months Within twelve months As at 31-3-2018 After twelve months Total v crore Total Trade payables: Due to micro enterprises and small enterprises Due to others Other financial liabilities Other current liabilities Provisions 193.70 35289.23 1835.18 8.16 787.13 22.67 201.86 131.05 6.66 137.71 36076.36 30314.50 642.79 30957.29 1857.85 1858.35 19.65 1878.00 18116.93 4433.71 22550.64 16183.09 4662.37 20845.46 1301.45 122.38 1423.83 991.53 110.69 1102.22 25 26 27 28 365 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [44] disclosure pursuant to ind aS 107 “Financial instruments: disclosures”: market risk management (a) Foreign exchange rate and interest rate risk: 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. (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 Net exposure to foreign currency risk in respect of recognised financial assets/(recognised financial liabilities) Derivatives including embedded derivatives for hedging receivable/(payable) exposure with respect to non financial assets/(liabilities) Derivatives including embedded derivatives for hedging receivable/(payable) exposure with respect to firm commitments and highly probable transactions Receivable/(payable) exposure with respect to forward contracts and embedded derivatives not designated as cash flow hedge As at 31-3-2019 As at 31-3-2018 US Dollars including pegged currencies EURO Japanese Yen US Dollars including pegged currencies EURO Japanese Yen v crore (3190.33) 141.69 (4.02) (1593.16) (150.69) (95.77) 552.57 222.95 – 594.48 222.04 – 1368.13 (833.18) 540.83 1848.44 (1388.82) 659.25 (104.88) 122.63 (24.22) (1219.10) (6.92) – 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 366 Notes forming part of the Financial statements (contd.) Note [44] (contd.) 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 29.88 crore as at march 31, 2019 and R 25.61 crore as at march 31, 2018. 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, 2019 due to the inherent limitations associated with predicting the timing and amount of changes in foreign currency exchanges rates and the company’s actual exposures and position. (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 31-3-2019 v crore as at 31-3-2018 5508.64 5157.15 a hypothetical 50 basis point shift in respective currency liBoRs and other benchmarks on the unhedged loans would result in a corresponding increase/decrease in interest cost for the company on a yearly basis as follows: Particulars indian rupees 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 2018-19 2017-18 v crore impact on equity as at 31-3-2019 as at 31-3-2018 (0.47) 0.47 (17.45) 17.45 (0.45) 0.45 (16.39) 16.39 (0.47) 0.47 (17.45) 17.45 (0.45) 0.45 (16.39) 16.39 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 367 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [44] (contd.) market value of debt securities would result in a value change of +/- R 11.08 crore as at march 31, 2019 and +/- R 14.04 crore as at march 31, 2018. 5% change in the equity funds’ naV would result in a value change of +/- R 38.91 crore as at march 31, 2019 and +/- R 16.24 crore as at march 31, 2018 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: 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 as at april 1 changes in allowance for expected credit loss: Particulars Provision/(reversal) of allowance for expected credit loss additional provision (net) towards credit impaired receivables Write off as bad debts closing balance as at march 31 [reported under note 11] 2018-19 2224.97 71.30 188.35 (214.12) 2270.50 v crore 2017-18 1916.66 171.07 494.34 (357.10) 2224.97 (ii) trade receivable written off during the year but still enforceable for recovery amounts to R nil [previous year: R 409.43 crore, out of this R 243.62 crore included above and balance R 165.81 crore included in exceptional items. Further, exceptional items for the year ended march 31, 2018 also included write off of retention money not due (classified as non-financial asset) amounting to R 128.94 crore. (refer to note 46)]. 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) 368 note 5 5 10 10 7,15 7,15 6,14 11 15 7,12,13 as at 31-3-2019 R crore as at 31-3-2018 97.35 888.68 1631.69 656.38 9.84 12.40 3296.34 3026.51 28216.82 730.02 7889.25 927.46 40790.06 136.64 1085.08 1070.80 424.46 3.77 21.33 2742.08 2676.46 22917.45 2387.74 4637.58 767.87 33387.10 Notes forming part of the Financial statements (contd.) Note [45] (contd.) (a) category-wise classification for applicable financial assets: (contd.) Sr. no. iii. measured at fair value through other comprehensive income (FVtoci): Particulars investment in government securities, bonds and debentures (i) (ii) derivative financial 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: due to micro enterprises and small enterprises due to others (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) (c) items of income, expense, gains or losses related to financial instruments: Sr. no. i a 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 derivative: a. on forward contracts not designated as cash flow hedges b. on embedded derivatives contracts not designated as cash flow hedges c. impairment loss on investments on futures not designated as cash flow hedges 3. Sub-total (a) note 10 7,15 7,15 note 20,26 20,26 as at 31-3-2019 2406.91 602.52 0.18 3009.61 47096.01 R crore as at 31-3-2018 2849.72 358.49 1.96 3210.17 39339.35 R crore as at 31-3-2019 as at 31-3-2018 6.86 3.26 10.12 13.52 15.79 29.31 19,23,24 10191.57 10561.00 25 20,26 20,26 20,26 201.86 36076.36 1549.38 48019.17 137.71 30957.29 1688.31 43344.31 234.05 91.54 325.59 26.51 48381.39 132.19 121.34 253.53 15.49 43642.64 2018-19 R crore 2017-18 314.03 (2181.30) 42.02 (9.51) (22.60) (213.17) 110.77 0.15 17.05 (125.74) – (2289.84) 369 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [45] (contd.) (c) items of income, expense, gains or losses related to financial instruments: (contd.) Particulars Financial assets measured at amortised cost: (i) exchange gains/(losses) on revaluation or settlement of items denominated in foreign currency (trade receivables, loans given etc.) (ii) allowance/(reversal) for expected credit loss during the year in the Statement of Profit or loss (iii) Provision for impairment loss (other than expected credit loss) [net] (iv) Gains/(losses) on derecognition: Bad debts (written off)/written back (net) 1. 2. Gains/(losses) on transfer of financial assets (on non-recourse basis) 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. (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 asset and 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) other income/(expenses): dividend income: dividend income from investments measured at FVtPl Sub-total (a) Sr. no. B c ii a B iii a 370 2018-19 R crore 2017-18 273.96 (71.30) (411.56) 256.40 (32.18) 15.32 (420.35) 84.03 (336.32) (210.23) 123.70 (171.07) (525.60) (186.17) (35.73) (794.87) (162.60) 117.68 (44.92) (3129.63) (141.74) (51.22) (147.38) 92.29 39.09 (250.03) (79.30) (38.23) (62.89) (51.49) 254.95 188.29 0.64 192.70 (442.73) (21.95) 114.85 (153.08) 178.70 178.70 2693.08 2693.08 Notes forming part of the Financial statements (contd.) Note [45] (contd.) (c) items of income, expense, gains or losses related to financial instruments: (contd.) Sr. no. B c Particulars interest income: (a) Financial assets measured at amortised cost (b) Financial assets measured at fair value through other comprehensive income (c) Financial assets measured at fair value through Profit or loss Sub-total (B) interest expense: (a) (b) Financial liabilities that are measured at amortised cost derivative instruments (including embeded derivatives) that are measured at fair value through other comprehensive income (reclassified to Profit or loss during the year) Financial liabilities that are measured at fair value through Profit or loss (c) Sub-total (c) total [iii] = (a+B+c) 2018-19 R crore 2017-18 284.93 180.69 32.80 498.42 269.00 226.95 0.98 496.93 (1001.78) (860.74) (259.02) (0.06) (1260.86) (583.74) (266.60) (15.48) (1142.82) 2047.19 (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 bond Redeemable non-convertible fixed rate debentures term loan from banks total as at 31-3-2019 as at 31-3-2018 carrying amount 1363.39 2180.66 90.67 Fair Value 1375.81 2210.39 101.09 carrying amount Fair Value 1245.64 1241.13 2588.43 2647.14 – – 3634.72 3687.29 3834.07 3888.27 v crore Fair value hierarchy l2* 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 31-3-2019 Level 2 Level 3 Level 1 Total Level 1 As at 31-3-2018 Level 2 Level 3 v crore Total Financial assets: Investments at FVTPL: (i) Equity shares (other than those held in subsidiary & assosiate 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 31.67 – 65.68 97.35 72.27 – 64.37 136.64 5 10 10 7,15 7,15 – 1631.69 656.38 – 888.68 – – 9.84 – 12.40 – – – – – 888.68 1631.69 656.38 9.84 – 1085.08 – – 3.77 1070.80 424.46 – – 1085.08 – 1070.80 424.46 – 3.77 – 12.40 – 21.33 – 21.33 371 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [45] (contd.) (e) Fair value hierarchy of financial assets and liabilities measured at fair value (contd.) Particulars Note As at 31-3-2019 Level 2 Level 3 Level 1 Total Level 1 As at 31-3-2018 Level 2 Level 3 v crore Total Investments at FVTOCI (i) Debt instruments viz. government securities, bonds and debentures (ii) Derivative financial instruments designated as cash flow hedges (iii) Embedded derivative financial instruments designated as cash flow hedges Total Financial Liabilities: (i) At FVTPL - Designated as FVTPL: (a) Derivative instruments not designated as cash flow hedges (b) Embedded derivative instruments not designated as cash flow hedges (ii) Designated as FVTOCI: (a) Derivative financial instruments designated as cash flow hedges (b) Embedded derivative financial instruments designated as cash flow hedges 7,15 7,15 20,26 20,26 20,26 20,26 10 2406.91 – – 602.52 – – 2406.91 2849.72 – – 2849.72 602.52 – 358.49 – 358.49 – 4726.65 0.18 1513.62 – 65.68 0.18 6305.95 – 1.96 4417.25 1470.63 – 1.96 64.37 5952.25 – – – – – 6.86 3.26 234.05 91.54 335.71 – – – – – 6.86 3.26 234.05 91.54 335.71 – – – – – 13.52 15.79 132.19 121.34 282.84 – – – – – 13.52 15.79 132.19 121.34 282.84 Total 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 (f) movement of items measured using unobservable inputs (level 3): date. Particulars Balance as at 1-4-2017 Gains/(losses) recognised in Profit or loss during 2017-18 Balance as at 31-3-2018 Gains/(losses) recognised in Profit or loss during 2018-19 Balance as at 31-3-2019 R crore equity investment in tidel Park limited 55.94 8.32 64.27 1.32 65.58 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 31-3-2019 65.58 Fair Value as at 31-3-2018 Significant unobservable inputs 64.27 31-3-2019: 1. Net realisation per month R 30.90 per sq/ft. 2. Capitalisation rate 12.25% 31-3-2018: 1. Net realisation per month R 30 per sq/ft. 2. Capitalisation rate 12% v crore Sensitivity 31-3-2019 : 1% change in net realisation would result in +/- R 0.32 crore (post tax +/- R 0.21 crore). 25 bps change in capitalisation rate would result in +/- R 0.63 crore (post tax +/- R 0.41 crore). 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). 372 Notes forming part of the Financial statements (contd.) Note [45] (contd.) (g) maturity profile of financial liabilities (undiscounted values) Particulars note as at 31-3-2019 Within twelve months after twelve months total as at 31-3-2018 Within twelve months after twelve months v crore total a. non derivative liabilities: Borrowings trade payables: due to micro enterprises and small enterprises due to others other financial liabilities total B. derivative liabilities: Forward contracts embedded derivatives total 19, 23, 24 8116.36 2522.89 10639.25 5370.82 5874.29 11245.11 25 20, 26 20, 26 20, 26 193.70 35289.23 1529.37 45128.66 238.25 69.75 308.00 8.16 787.13 46.52 3364.70 8.10 28.91 37.01 201.86 36076.36 1575.89 48493.36 131.05 30314.50 1669.12 37485.49 246.35 98.66 345.01 131.32 63.40 194.72 6.66 642.79 34.68 6558.42 19.80 85.37 105.17 137.71 30957.29 1703.80 44043.91 151.12 148.77 299.89 (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 dollars eURo malaysian Ringgit Saudi Riyal omani Riyal arab emirates dirham Bangladesh taka British Pound Japanese Yen Kuwaiti dinars qatari Riyals thai Baht Particulars (b) Payable hedges: US dollars eURo arab emirates dirham Swiss Franc chinese Yuan British Pound Japanese Yen Kuwaiti dinars Swedish Krona omani Riyal canadian dollar nominal amount (R crore) 5602.72 1208.19 113.99 96.64 230.00 1228.16 873.53 3.15 1449.58 695.55 1551.27 – nominal amount (R crore) 10513.68 3103.39 – 294.76 – 30.52 1058.26 8.69 – 28.71 40.53 as at 31-3-2019 average rate (R) Within twelve months (R crore) after twelve months (R crore) nominal amount (R crore) as at 31-3-2018 average rate (R) Within twelve months (R crore) after twelve months (R crore) 72.61 85.76 17.54 21.04 187.51 19.34 0.88 96.62 0.68 235.50 19.72 – 4131.54 944.89 53.37 96.64 150.51 1228.16 854.91 3.15 1284.36 403.43 1227.83 – as at 31-3-2019 average rate (R) Within twelve months (R crore) 70.53 81.73 – 72.76 – 95.54 0.66 235.83 – 180.36 54.04 9787.62 2969.29 – 294.76 – 30.52 874.72 8.69 – 28.71 40.53 263.30 60.62 – 79.49 1471.18 4178.79 904.48 138.38 – 301.94 – 1414.99 – 18.62 4.41 – 923.19 165.22 292.12 613.52 323.44 1476.18 1.43 – 68.11 3584.90 632.20 85.60 138.38 17.07 – – 301.94 179.55 18.11 1411.18 – 4.41 889.42 442.85 18.55 1253.61 1.43 – 90.74 0.65 225.58 2.12 593.89 272.28 – – – 3.81 – – 33.77 170.67 222.57 – after twelve months (R crore) nominal amount (R crore) 726.06 10207.57 134.10 2714.06 0.75 404.36 26.03 52.96 309.02 12.24 16.56 – – – – – – 183.54 – – – – as at 31-3-2018 average rate (R) Within twelve months (R crore) after twelve months (R crore) 67.96 4752.99 5454.58 69.75 80.60 2644.31 – 0.75 17.86 – 404.36 74.68 – 26.03 10.32 24.08 28.88 93.51 – 309.02 0.62 – 12.24 217.71 – 16.56 8.83 – – – – – – 373 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 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: US dollars arab emirates dirham qatari Riyal Saudi Riyal nominal amount (R crore) as at 31-3-2019 average rate (R) Within twelve months (R crore) after twelve months (R crore) nominal amount (R crore) as at 31-3-2018 average rate (R) Within twelve months (R crore) after twelve months (R crore) 28.73 81.20 116.68 51.07 71.83 20.46 20.91 19.34 28.73 – 116.68 51.07 – 81.20 – – 28.73 – – 187.39 71.83 – – 17.43 – – – 187.39 28.73 – – – (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 31-3-2019 average rate (%) Within twelve months (R crore) 365.26 after twelve months (R crore) – nominal amount (R crore) as at 31-3-2018 average rate (%) Within twelve months (R crore) 520.62 760.62 7.60 US dollars 365.26 7.17 (iii) outstanding commodity price hedge instruments: commodity forward contract: as at 31-3-2019 average rate (R) after twelve months (R crore) nominal amount (R crore) 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) (305.35) 199.84 38.32 39.27 42.44 27.21 432547.41 149482.10 5469.41 13631.02 189480.24 143913.20 Within twelve months (R crore) (305.35) 199.84 29.47 29.26 42.44 27.21 – – 8.85 10.01 – – (223.90) 462821.73 198.62 139526.87 60.65 4055.89 11958.33 33.91 19.76 222813.00 10.99 160606.00 Within twelve months (R crore) (223.90) 198.62 60.65 33.91 19.76 10.99 *negative nominal amount represents sell position. (i) carrying amounts of hedge instruments for which hedge accounting is followed: cash flow hedge: after twelve months (R crore) 240.00 after twelve months (R crore) – – – – – – 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 374 as at 31-3-2019 interest rate exposure currency exposure commodity price exposure as at 31-3-2018 interest rate exposure currency exposure commodity price exposure 382.60 246.05 99.28 32.58 – – – – 56.94 46.85 169.36 134.83 – – 72.40 93.28 – – – – 27.61 23.27 – – Notes forming part of the Financial statements (contd.) Note [45] (contd.) (i) carrying amounts of hedge instruments for which hedge accounting is followed (contd.) R crore Particulars (ii) Swap contracts current: as at 31-3-2019 interest rate exposure currency exposure commodity price exposure as at 31-3-2018 interest rate exposure currency exposure commodity price exposure asset - other financial assets 48.84 0.88 non current: asset - other financial assets – – – – 66.59 (8.43) 21.03 (3.65) net investment hedge: Particulars (i) Forward contracts current: asset - other financial assets liability - other financial liabilities non-current: asset - other financial assets currency exposure as at 31-3-2019 interest rate exposure commodity price exposure currency exposure as at 31-3-2018 interest rate exposure commodity price exposure 11.48 0.11 2.68 – – – – – – 14.63 2.15 0.91 – – – – – R crore – – – v crore (j) Breakup of Hedging reserve & cost of hedging reserve balance: Particulars Balance towards continuing hedges Balance for which hedge accounting discontinued cash flow hedging reserve 89.50 (34.05) cost of hedging reserve 5.05 (0.88) cash flow hedging reserve (23.89) 138.39 (k) Reclassification of Hedging reserve & cost of hedging reserve to Profit or loss: cost of hedging reserve (12.34) – v crore as at 31-3-2019 as at 31-3-2018 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 operation manufacturing ,construction and operating expenses Finance costs Sales, administration and other expenses Hedging reserve/cost of hedging reserve 2018-19 2017-18 (13.47) (1.32) (40.72) (1.24) 22.58 (259.02) 247.72 177.14 (15.60) 2.16 (266.60) 181.10 375 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [45] (contd.) (l) movement of Hedging reserve & cost of hedging reserve: 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 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 2018-19 2017-18 Gross 175.13 – tax (60.63) – net of tax 114.50 – Gross 240.09 – tax net of tax 156.91 (0.72) (83.18) (0.72) v crore 256.53 (87.91) 168.62 (16.22) 5.81 (10.41) (176.84) 59.67 (269.48) (0.44) 40.72 85.29 60.60 (20.45) 92.35 0.15 (13.95) (29.84) (116.24) 39.22 (177.13) (0.29) 26.77 55.45 217.80 (150.03) 61.11 (0.48) (177.14) 175.13 (78.02) 53.75 (21.89) 0.17 139.78 (96.28) 39.22 (0.31) 63.45 (113.69) 114.50 (60.63) 2018-19 2017-18 Gross (18.97) – tax net of tax (12.34) 6.63 Gross (19.56) – tax net of tax (12.79) 0.07 6.77 0.07 v crore (247.65) 0.12 272.91 6.41 86.54 (0.04) (95.37) (2.24) (161.11) 0.08 177.54 4.17 (38.56) – 39.15 (18.97) 13.47 – (13.68) 6.63 (25.09) – 25.47 (12.34) Note [46] a. exceptional items for the year ended march 31, 2019 include the following: (i) Gain of R 3276.70 crore on sale of the company’s stake in subsidiary companies viz. larsen & toubro infotech limited R 2142.90 crore and l&t technology Services limited R 1133.80 crore; (ii) Write back of trade receivable and retention money of certain customer dues now considered recoverable R 294.75 crore [note 1(t)(vii)]. (iii) impairment of investment in group companies viz l&t Shipbuilding limited R 1167.42 crore, l&t infrastructure development project limited R 773.00 crore and l&t Special Steels and Heavy Forging Private limited R 1156.10 crore. 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 [note 1(t)(vii)]. B the competition commission of india (cci) accorded on april 18, 2019 its approval for the acquisition of the company’s electrical & automation (e&a) business by Schneider electric subject to certain conditions, the details of which are awaited. Pending receipt of cci’s detailed order, the e&a business is treated as continuing operation and accordingly the relevant assets are not classified as held for sale. 376 Notes forming part of the Financial statements (contd.) Note [47] disclosure pursuant to ind aS 108 “operating Segment” (a) information about reportable segment Particulars For the year ended 31-3-2019 Inter-segment External For the year ended 31-3-2018 Total External Inter-segment Total v crore Revenue Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 46(B)] Realty Others Elimination Total Segment result [Profit/(Loss) before interest and tax] Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 46(B)] Realty Others Total Inter-segment margins on capital jobs Finance costs Unallocated corporate income/(expenditure) (net) Profit before tax Provision for current tax Provision for deferred tax Profit after tax Particulars infrastructure Power Heavy engineering defence engineering electrical & automation [note 46(B)] Realty others segment total Unallocable corporate assets/liabilities inter-segment assets/liabilities total assets/liabilities 57767.41 6200.71 1417.25 3249.55 4264.25 201.02 1511.46 – 74611.65 599.24 7.52 150.27 0.90 182.28 19.40 10.16 (969.77) – 68452.62 3975.77 2477.76 3691.46 4760.96 1290.48 2338.81 – 86987.86 455.91 7.32 35.49 0.21 169.60 19.15 12.26 (699.94) – 68908.53 3983.09 2513.25 3691.67 4930.56 1309.63 2351.07 (699.94) 86987.86 5000.21 129.84 486.79 549.83 812.41 885.22 345.06 8209.36 (10.11) (1641.39) 2660.31 9218.17 (2687.22) 146.75 6677.70 58366.65 6208.23 1567.52 3250.45 4446.53 220.42 1521.62 (969.77) 74611.65 5010.02 161.96 259.03 320.76 624.78 68.65 263.69 6708.89 (14.71) (1432.23) 2000.43 7262.38 (1974.07) 98.99 5387.30 v crore Segment assets Segment liabilities as at 31-3-2019 68926.08 5095.07 2932.34 6408.76 3001.52 1837.51 1561.80 89763.08 36596.19 (633.58) 125725.69 as at 31-3-2018 59969.40 5725.11 2248.67 6122.86 2938.01 1608.40 1130.36 79742.81 36575.10 (711.23) 115606.68 as at 31-3-2019 47253.59 4838.09 1528.56 5302.55 1686.60 618.00 912.73 62140.12 11668.43 (633.58) 73174.97 as at 31-3-2018 40034.89 5657.36 1019.37 5152.27 1663.94 647.55 572.65 54748.03 12395.63 (711.23) 66432.43 377 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [47] (contd.) disclosure pursuant to ind aS 108 “operating Segment” (contd.) Depreciation, amortisation & obsolescence included in segment expense For the year ended 31-3-2019 708.05 47.16 44.95 62.83 139.16 For the year ended 31-3-2018 627.64 43.56 48.10 54.42 130.00 Other non-cash expenses included in segment expense For the year ended 31-3-2019 46.40 2.99 2.12 2.59 6.37 For the year ended 31-3-2018 22.86 1.40 1.03 0.95 3.85 Interest expense included in segment expense Additions to non-current assets v crore For the year ended 31-3-2019 297.87 For the year ended 31-3-2018 236.90 For the year ended 31-3-2019 1137.18 62.96 107.94 189.50 240.35 For the year ended 31-3-2018 1485.47 133.40 46.23 218.14 196.60 Particulars Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 46(B)] 17.34 19.93 1039.42 28.53 192.79 Realty 29.33 Others 2301.96 Segment Total 424.10 Unallocated corporate (44.31) Inter-segment 2681.75 Total note : there is no impairment in non-financial assets of the segments. Unallocable corporate expenses include impairment loss of R 3096.52 crore for the year ended march 31, 2019 (previous year: R nil ) 255.54 114.27 2107.74 227.05 (82.26) 2252.53 17.97 16.86 938.55 110.91 0.95 0.28 31.32 38.45 0.95 0.46 61.88 12.82 236.90 (236.90) 297.87 (297.87) 1049.46 1067.95 69.77 74.70 – – (b) Geographical information 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) 378 Particulars Particulars v crore Revenue by location of customers For the year ended 31-3-2019 67796.90 For the year ended 31-3-2018 58124.10 2001.49 5123.08 3861.23 2155.37 6049.79 19190.96 86987.86 2478.78 4156.19 4917.23 1551.96 3383.39 16487.55 74611.65 v crore non current assets by location of customers as at 31-3-2019 10917.09 364.48 11281.57 as at 31-3-2018 10306.95 379.79 10686.74 Notes forming part of the Financial statements (contd.) Note [47] (contd.) disclosure pursuant to ind aS 108 “operating Segment” (contd.) (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 regularly 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 six 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. iv) Segment composition: • • • • • infrastructure segment comprises engineering and construction of building and factories, transportation infrastructure, heavy civil infrastructure, power transmission & distribution, water & effluent treatment, smart world & communication projects and metallurgical & material handling systems (hitherto reported under others segment). 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 and thermal & nuclear Power. defence engineering segment comprises design, development, prototyping, serial production, delivery, commissioning and through life-support of equipment, systems and platforms for defence and aerospace sectors. it also includes defence Shipbuilding comprising design, construction, commissioning, repair/refit and upgrades of naval and coast Guard vessels. 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. • realty segment comprises property development and leasing activities. • others segment includes Hydrocarbon, marketing and servicing of construction & mining machinery and parts thereof, manufacture and sale of rubber processing machinery. 379 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [48] disclosure pursuant to ind aS 115 “Revenue from contracts with customers”: (a) disaggregation of revenue into operating segments and geographical areas for the year ended march 31, 2019: Segment infrastructure Power Heavy engineering defence engineering electrical & automation Realty others total Revenue as per ind aS 115 domestic 53180.52 2585.90 1256.63 3438.00 4259.81 665.45 1565.74 Foreign total 15098.78 68279.30 1383.77 1195.04 253.46 482.13 – 768.90 3969.67 2451.67 3691.46 4741.94 665.45 2334.64 66952.05 19182.08 86134.13 v crore other Revenue total as per Profit and loss/Segment reporting 173.32 6.10 26.09 – 19.02 625.03 4.17 853.73 68452.62 3975.77 2477.76 3691.46 4760.96 1290.48 2338.81 86987.86 (b) out of the total revenue recognised under ind aS 115 during the year, R 78194.12 crore is recognised over a period of time and R 7940.01 crore is recognised at a point in time. (c) movement in expected credit loss during the year: Particulars Provision on trade receivables covered under ind aS 115 Provision on contract assets v crore opening balance as at april 1, 2018 ind aS 115 transition impact changes in allowance for expected credit loss: Provision/(reversal) of allowance for expected credit loss additional provision (net) towards credit impaired receivables Write off as bad debts closing balance as at march 31, 2019 (d) contract balances: (i) movement in contract balances during the year: 2224.97 – 71.30 188.35 (214.12) 2270.50 108.55 690.80 (160.48) – – 638.87 v crore Particulars contract assets contract liabilities net contract balances opening balance as at april 1, 2018 closing balance as at march 31, 2019 net increase 36525.16 40230.97 3705.81 19416.79 21272.17 1855.38 17108.37 18958.80 1850.43 note: increase in net contract balances is primarily due to higher revenue recognition as compared to progress bills raised during the year and ind aS 115 transition adjustment. (ii) Revenue recognised during the year from opening balance of contract liabilities amounts to R 6313.77 crore. (iii) Revenue recognised during the year from the performance obligation satisfied in previous year (arising out of contract modifications) amounts to R 29.11 crore. (e) cost to obtain the contract : (i) amount of amortisation recognised in Profit and loss during the year 2018-19: R nil. (ii) amount recognised as assets as at march 31, 2019: R nil. 380 Notes forming part of the Financial statements (contd.) Note [48] (contd.) disclosure pursuant to ind aS 115 “Revenue from contracts with customers” (contd.) (f) Reconciliation of contracted price with revenue during the year: opening contracted price of orders as at april 1, 2018* add: Fresh orders/change orders received (net) increase due to additional consideration recognised as per contractual terms increase due to exchange rate movements (net) less: orders completed during the year closing contracted price of orders as at march 31, 2019* total Revenue recognised during the year: less: Revenue out of orders completed during the year Revenue out of orders under execution at the end of the year (i) Revenue recognised upto previous year (from orders pending completion at the end of the year) (ii) decrease due to exchange rate movements (net) (iii) Balance revenue to be recognised in future viz. order book (iV) closing contracted price of orders as at march 31, 2019* (i+ii+iii+iV) *including full value of partially executed contracts. v crore 469239.36 109880.10 2015.38 2496.79 41650.89 541980.74 77063.70 218003.35 (109.65) 247023.34 541980.74 86134.13 9070.43 (g) Remaining performance obligations: the aggregate amount of transaction price allocated to remaining performance obligations and expected conversion of the same into revenue is as follows: expected conversion in revenue v crore Particulars total Upto 1 Year From 1 to 2 years From 2 to 3 years From 3 to 4 years From 4 to 5 years Beyond 5 years transaction price allocated to the remaining performance obligation 247023.34 90026.10 88727.16 41303.07 16670.26 5893.87 4402.88 (h) disclosure of amount by which financial statements are impacted by application of ind aS 115 as compared to ind aS 11 and ind aS 18: assets liabilities equity Particulars v crore as at 31-3-2019 as per ind aS 11 and ind aS 18 impact of application of ind aS 115 increase/(decrease) transition impact as at april 1, 2018 For the year 2018-19 as at 31-3-2019 after application of ind aS 115 125898.89 72891.13 53007.77 13.38 714.96 (701.58) (186.58) (431.12) 244.54 125725.69 73174.97 52550.72 381 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [48] (contd.) disclosure pursuant to ind aS 115 “Revenue from contracts with customers” (contd.) Particulars Revenue from operations manufacturing, construction and operating expenses Sales, administration and other expenses Profit before tax tax expenses Profit after tax Basic earnings per share diluted earnings per share as per ind aS 11 and ind aS 18 86569.22 69700.17 2480.26 8842.27 2409.11 6433.16 45.89 45.80 For the year 2018-19 impact of application of ind aS 115 increase/(decrease) 418.64 203.22 (160.48) 375.90 131.36 244.54 1.74 1.74 v crore after application of ind aS 115 86987.86 69903.39 2319.78 9218.17 2540.47 6677.70 47.63 47.54 (i) Pursuant to adoption of ind aS 115, the company recognised impairment loss on contract assets using expected credit loss model applied to trade receivables. a. impact on account of transition: opening Retained earnings as at april 1, 2018 reduced by R 464.70 crore (net of tax) due to initial recognition of expected credit loss on contract assets with a corresponding increase in deferred tax asset by R 226.10 crore and decrease in contract assets by R 690.80 crore. impact for the year: there is a decrease in sales, administration and other expenses due to reversal of provision for expected credit loss on contract assets in terms of the provision matrix resulting in profit after tax being higher by R 104.40 crore with a corresponding increase in contract assets by R 160.48 crore and decrease in deferred tax asset by R 56.08 crore. B. (ii) Under ind aS 115, revenue from realty business is recognised upon delivery of units as against percentage of completion method followed under ind aS 11. a. impact on account of transition: opening Retained earnings as on april 1, 2018 reduced by R 236.88 crore (net of tax) with a corresponding increase in contract liability by R 714.96 crore, increase in inventory by R 372.58 crore, decrease in contract asset by R 3.51 crore and increase in deferred tax asset by R 109.01 crore. impact for the year: Profit after tax during the year is higher by R 140.14 crore, with a corresponding decrease in contract liability by R 418.64 crore, increase in other current liability R6.59 crore, decrease in inventory by R196.63 crore, decrease in deferred tax asset by R 94.35 crore and decrease in current tax liability by R 19.07 crore. B. Note [49] disclosure pursuant to ind aS 12 “income taxes” (a) major components of tax expense/(income): Sr. no. 1. 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 minimum alternate tax credit 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 2. 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 remeasurement of defined benefit plans 382 2018-19 v crore 2017-18 2460.08 227.14 83.75 (230.23) (0.27) – 2540.47 1808.52 165.55 (79.03) (16.05) (3.91) 1875.08 (10.94) (10.94) 1.32 1.32 Particulars 2018-19 2017-18 Notes forming part of the Financial statements (contd.) Note [49] (contd.) disclosure pursuant to ind aS 12 “income taxes” (contd.) Sr. no. Particulars (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 income tax expense reported in the oci section [(i)+(ii)] (b) Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate applicable in india: Sr. no. 1. 2. 3. 4. Profit before tax corporate tax rate as per income tax act, 1961 tax on accounting profit (c) = (a) * (b) tax on income exempt from tax : (i) (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 net capital (gain)/loss [net] on which no deferred tax benefit is recognised (viii) effect of current tax related to earlier years (ix) effect of previously unrecognised tax losses used to reduce current tax expense (x) tax effect of losses in joint operation of current year on which no deferred tax benefit is recognised (xi) tax effect on various other items total effect of tax adjustments [(i) to (xi)] tax expense recognised during the year (e)=(c)+(d) effective tax Rate (f)=(e)/(a) 5. 6. 2018-19 v crore 2017-18 (76.46) 0.49 (75.97) 45.87 8.87 (16.68) 2.76 40.82 (46.09) 4.73 (0.49) 4.24 (27.13) 0.14 11.12 – (15.87) (10.31) v crore 9218.17 34.94% 3221.20 (523.73) (978.42) (2.50) 42.52 28.35 1.52 (147.05) (0.27) 1093.56 – – 227.14 (477.86) 37.68 18.33 (680.73) 2540.47 27.56% 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% 383 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [49] (contd.) 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 As at 31-3-2019 As at 31-3-2018 Base amount (R crore) Deferred tax (R crore) Expiry date (Assessment year) Base amount (R crore) 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 1575.75 1015.66 764.40 3355.81 270.88 200.16 143.34 614.38 31-3-2027 31-3-2026 31-3-2025 1651.79 998.16 1135.58 3785.53 31-3-2027 284.17 196.38 31-3-2026 236.16 31-3-2025 716.71 (ii) Unrecognised deductible temporary differences for which no deferred tax asset (dta) is recognised in Balance Sheet v crore Sr. No. 1. 2. Particulars As at 31-3-2019 As at 31-3-2018 Base Amount Deferred Tax Base Amount Deferred Tax Deductible temporary differences towards provision for dimunition in value of investments on which DTA is not created Temporary differences arising out of revaluation of tax base of assets (on account of indexation benefit) Total 4156.22 970.86 1692.29 363.99 6333.56 10489.78 1475.47 2446.33 5718.83 7411.12 1332.26 1696.25 (d) components of deferred tax (assets) and liabilities recognised in the Balance Sheet and Statement of Profit or loss Sr. no. 1. 2. 3. 4. 5. 6. 7. Particulars disputed statutory liability claimed on payment basis u/s 43B of 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 minimum alternate tax credit other temporary differences deferred tax expense/(income) net deferred tax (assets)/liabilities Balance Sheet as at 31-3-2019 as at 31-3-2018 155.57 (257.89) (1048.46) 507.75 46.03 (230.23) (14.63) 136.47 (208.68) (880.64) 519.59 (8.51) 41.15 (841.86) (400.62) (e) Reconciliation of deferred tax (assets)/liabilities: Sr. no. 1. 2. 3. 4. Particulars Statement of Profit and loss in Profit or loss section opening Balance as at april 1 tax (income)/expense recognised in opening Retained earnings [refer to note 48(h)] tax (income)/expense during the period recognised in: (i) (ii) Statement of Profit and loss under oci section (iii) Hedge reserve (other than through oci) acquired under business combination [note 60(b)] closing balance as at march 31 v crore Statement of Profit or loss 2018-19 2017-18 19.10 (49.31) 58.27 (11.52) – (230.23) 66.94 (146.75) (14.07) 5.21 (140.44) 9.05 – 41.26 (98.99) v crore 2018-19 2017-18 (400.62) (335.11) (146.75) 40.82 (0.20) – (841.86) (285.22) – (98.99) (15.87) (0.15) (0.39) (400.62) 384 Notes forming part of the Financial statements (contd.) Note [50] disclosure pursuant to indian accounting Standard (ind aS) 19 “employee Benefits”: i ii defined contribution plans: note {[1](k)(ii)(a)}: amount of R 88.55 crore (previous year: R 124.47 crore) is recognised as an expense. defined benefit plans: note {[1](k)(ii)(B)}: a) the amount 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/(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 31-3-2019 As at 31-3-2018 Post-retirement medical benefit plan As at 31-3-2019 As at 31-3-2018 Company pension plan As at 31-3-2019 As at 31-3-2018 v crore Trust-managed provident fund plan As at 31-3-2019 As at 31-3-2018 493.46 103.26 596.72 432.54 444.87 91.10 535.97 399.87 – 197.10 197.10 – – 178.83 178.83 – – 332.88 332.88 – – 2503.86 323.71 – 323.71 2503.86 – 2516.98 2270.10 – 2270.10 2287.81 – 164.18 0.01 136.11 – 197.10 – 178.83 – 332.88 – – 323.71 (13.12) – (17.71) 164.18 – 164.18 164.18 – 136.11 – 136.11 136.11 – 197.10 – 197.10 7.84 189.26 178.83 – 178.83 7.09 171.74 332.88 – 332.88 24.52 308.36 323.71 – 323.71 22.58 301.13 22.73 – 22.73 27.10 – 27.10 27.10 # 22.73 # – – # 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 6 7 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 8 9 10 Amount capitalized 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 2018-19 64.47 31.39 (28.71) 19.45 2017-18 72.42 28.33 (29.00) 34.04 2018-19 9.76 13.46 – 6.13 2017-18 13.11 13.16 – (21.93) 2018-19 3.03 23.99 – 3.48 2017-18 3.44 21.67 – 5.91 v crore Trust-managed provident fund plan 2018-19 67.16 194.14 (194.14) – 2017-18 61.53 178.70 (178.70) – 2.24 – (21.84) 0.20 – – – (0.07) 88.77 64.40 2.68 21.69 88.77 26.47 – 0.01 – (0.12) 84.04 72.50 (0.66) 12.20 84.04 50.83 – – – – – (0.01) 29.34 9.75 13.46 6.13 29.34 – – – – – – (0.02) 4.32 13.09 13.16 (21.93) 4.32 – – 0.64 – – – – 31.14 3.67 23.99 3.48 31.14 – – – – – – – 31.02 3.44 21.67 5.91 31.02 – (2.84) – (2.13) – 2.84 – – – 67.16 67.16 – 2.13 – – – 61.53 61.53 – – 67.16 196.98 – 61.53 180.83 385 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [50] (contd.) 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 31-3-2019 As at 31-3-2018 Post-retirement medical benefit plan As at 31-3-2019 As at 31-3-2018 Company pension plan v crore Trust-managed provident fund plan As at 31-3-2019 As at 31-3-2018 As at 31-3-2019 As at 31-3-2018 535.97 64.47 31.39 517.73 72.42 28.33 178.83 9.76 13.46 185.64 13.11 13.16 323.71 3.03 23.99 312.75 3.44 21.67 2270.10 67.16 194.14 2146.56 61.53 178.70 – – – – – – – – – – – – 190.95 45.57 168.39 25.12 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 ii) Actuarial (gains)/losses arising from 3.42 18.79 (4.62) (23.05) (15.00) – – – – – changes in financial assumptions 6.03 (14.52) 5.39 (13.08) 6.52 (13.32) 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 10.00 (57.74) – – 3.18 29.77 (116.88) 0.20 0.24 (0.11) 5.36 (11.08) – – – 14.20 (11.15) – – – 11.96 (21.97) 0.64 – – 19.23 (20.06) – – – – (265.03) – – 0.97 – (310.20) – – – benefit obligation 596.72 535.97 197.10 178.83 332.88 323.71 2503.86 2270.10 d) changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof are as follows: v crore 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 31-3-2019 399.87 28.71 As at 31-3-2018 439.61 29.00 Trust-managed provident fund plan As at 31-3-2019 2287.81 194.14 As at 31-3-2018 2156.30 178.70 (2.24) 63.94 – – – (57.74) 432.54 21.84 26.07 – – 0.23 (116.88) 399.87 2.84 64.57 45.57 187.08 – (265.03) 2516.98 2.13 63.20 25.12 172.56 – (310.20) 2287.81 * 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 determined at the start of the annual reporting period. the company expects to fund R 60.92 crore (previous year: R 45.05 crore) towards its gratuity plan and R 73.88 crore (previous year: R 67.68 crore) towards its trust-managed provident fund plan during the year 2019-20. 386 Notes forming part of the Financial statements (contd.) Note [50] (contd.) disclosure pursuant to ind aS 19 “employee Benefits” (contd.) e) the fair values of major categories of plan assets are as follows: Particulars As at 31-3-2019 As at 31-3-2018 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 Insurer managed funds Fixed deposits Special deposit scheme Other (payables)/receivables Closing balance of the plan assets Quoted – 15.81 172.10 132.95 77.63 8.41 6.90 – – – – – 413.80 Unquoted 0.61 – – – – – 9.88 4.75 – 1.85 1.49 0.16 18.74 Total 0.61 15.81 172.10 132.95 77.63 8.41 16.78 4.75 – 1.85 1.49 0.16 432.54 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 Particulars As at 31-3-2019 As at 31-3-2018 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 - PSU bonds Mutual funds - Equity Mutual funds - Debt Mutual funds - Others Special Deposit Scheme Other (Payables)/Receivables Closing balance of the plan assets Quoted – 0.06 509.01 582.09 592.89 535.32 33.03 – – – – 2252.40 Unquoted 4.78 – – – – – 46.57 21.47 1.12 190.60 0.04 264.58 Total 4.78 0.06 509.01 582.09 592.89 535.32 79.60 21.47 1.12 190.60 0.04 2516.98 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 v crore 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 v crore Total 5.05 – 401.61 518.65 455.76 658.68 58.96 0.25 7.85 193.08 (12.08) 2287.81 f) the average duration of the defined benefit plan obligations at the end of the reporting period is as follows: Plans 1. Gratuity plan 2. Post-retirement medical benefit plan 3. company pension plan as at 31-3-2019 as at 31-3-2018 6.17 years 6.45 years 13.86 years 13.95 years 7.67 years 7.57 years 387 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [50] (contd.) 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 31-3-2019 as at 31-3-2018 i) discount rate: a) Gratuity plan b) company pension plan c) Post-retirement medical benefit plan ii) annual increase in healthcare costs (see note vii below) iii) Salary growth rate: a) Gratuity plan b) company pension plan iv) attrition Rate: 7.48% 7.48% 7.48% 5.00% 5.00% 7.00% 7.68% 7.68% 7.68% 5.00% 5.00% 6.00% (a) For gratuity plan, the attrition rate varies from 1% to 12% (previous year: 1% to 11%) for various age groups. (b) For company pension plan, the attrition rate varies from 0% to 2% (previous year: 0% to 2%) for various age groups. (c) For post-retirement medical benefit plan, the attrition rate varies from 1% to 11% (previous year: 1% to 12%) 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 2018-19 32.77 (28.82) 2017-18 30.99 (27.08) 2018-19 (29.71) 32.27 2017-18 (27.97) 30.46 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 2018-19 (24.05) 2017-18 (24.01) 2018-19 2017-18 27.66 27.70 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 2018-19 19.99 (24.76) 2017-18 17.53 (22.60) 2018-19 (16.44) 30.96 2017-18 (14.43) 28.40 v crore 388 Notes forming part of the Financial statements (contd.) Note [50] (contd.) disclosure pursuant to ind aS 19 “employee Benefits” (contd.) h) characteristics of defined benefit plans and associated risks: 1 Gratuity plan: 2 3 4 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, the unfunded portion 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. 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. 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. 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. 389 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 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 exists and status of transactions entered during the year: 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 44 45 46 name of the Subsidiary company nature of relationship Bhilai Power Supply company 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 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 Vision Ventures limited l&t Power limited l&t cassidian limited $$$ l&t aviation Services Private limited larsen & toubro infotech limited l&t Finance Holdings limited Syncordis S.a. Syncordis SaRl Syncordis limited l&t capital market (middle east) ltd*** l&t Hydrocarbon international FZe%%% Graphene Solutions Pte ltd. ** Graphene Solutions Sdn .BHd ** Graphene Solutions taiwan limited ** larsen & toubro infotech norge aS @@@ nielsen+Partner Unternehmensberater GmbH^^^ nielsen+Partner Unternehmensberater aG^^^ nielsen+Partner Pte ltd^^^ nielsen+Partner S.a^^^ nielsen&Partner company limited^^^ nielsen&Partner Pty ltd^^^ Ruletronics limited^^^ Ruletronics Systems inc^^^ 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 Support Services S.a. l&t infrastructure Finance company limited l&t infra debt Fund limited l&t infra investment Partners advisory Private limited Subsidiary Subsidiary Wholly owned subsidiary (WoS) WoS WoS Subsidiary 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 WoS WoS Subsidiary Subsidiary WoS of larsen & toubro infotech GmbH WoS of Syncordis S.a. WoS of Syncordis S.a. WoS of l&t Finance Holdings limited WoS of l&t Hydrocarbon engineering limited WoS of Graphene Semiconductor Services Private limited WoS of Graphene Semiconductor Services Private limited WoS of Graphene Semiconductor Services Private limited WoS of larsen and toubro infotech limited WoS of larsen & toubro infotech GmbH WoS of nielsen + Partners Germany WoS of nielsen + Partners Germany WoS of nielsen + Partners Germany WoS of nielsen + Partners Germany WoS of nielsen + Partners Germany WoS of larsen and toubro infotech Gmbh WoS of larsen and toubro infotech Gmbh 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 WoS of Syncordis S.a. WoS of l&t Finance Holdings limited Subsidiary of l&t Finance Holdings limited WoS of l&t infrastructure Finance company limited transaction entered during the year (Yes/ no) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes no no no Yes Yes no no no no no no no no no no no no Yes no Yes no Yes Yes no no Yes Yes Yes 390 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (a) list of related parties over which control exist and status of transactions entered during the year: (contd.) Sr no. 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 name of the Subsidiary company nature of relationship l&t infra investment Partners trustee Private limited l&t Financial consultants limited mudit cement Private limited l&t capital company limited l&t trustee company Private limited $$ l&t Power development limited l&t Uttaranchal Hydropower limited larsen & toubro electromech llc ## l&t Westend Project llP ltR SSm Private limited $ esencia technologies india Private limited Syncordis Software Services india Private 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 construction machinery limited * l&t infrastructure engineering limited l&t thales technology Services Private limited Graphene Semiconductor Services Private limited ** Seastar labs Private limited ** Ruletronics Systems Private limited ^^^ l&t Hydrocarbon engineering limited Sahibganj Ganges Bridge-company Private limited# Seawoods Retail Private limited^^ Seawoods Realty Private limited^^ marine infrastructure developer Private limited^ l&t infra contractors Private limited larsen & toubro llc larsen & toubro infotech GmbH larsen & toubro infotech canada limited larsen & toubro infotech llc l&t infotech Financial Services technologies inc. larsen & toubro infotech South africa (PtY) limited l&t information technology Services (Shanghai) co. ltd. l&t Realty FZe larsen & toubro international FZe larsen & toubro Hydrocarbon international limited llc# 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 # l&t overseas Projects nigeria limited Pt larsen & toubro Hydrocarbon engineering indonesia WoS of l&t infrastructure Finance company limited WoS of l&t Finance Holdings limited WoS of l&t Financial consultants limited WoS WoS of l&t capital company limited WoS WoS of l&t Power development limited Subsidiary Subsidiary of l&t Realty limited Subsidiary of l&t Realty limited WoS of esencia technologies, inc. Subsidiary of larsen & toubro infotech 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 WoS Subsidiary of l&t technology Services limited WoS of l&t technology Services limited WoS of Graphene Semiconductor Services Private limited Subsidiary of larsen and toubro infotech limited WoS WoS of l&t capital company limited WoS WoS Subsidiary WoS of l&t capital company limited Subsidiary WoS of larsen & toubro infotech limited WoS of larsen & toubro infotech limited WoS of larsen & toubro infotech limited WoS of larsen & toubro infotech limited Subsidiary of larsen & toubro infotech limited WoS of larsen & toubro infotech limited WoS of l&t Realty limited WoS of l&t Global Holdings limited Subsidiary WoS of larsen & toubro international FZe WoS of thalest limited Subsidiary of larsen & toubro international FZe Subsidiary of l&t Hydrocarbon engineering limited Subsidiary of larsen & toubro international FZe Subsidiary of larsen & toubro international FZe WoS of larsen & toubro international FZe Subsidiary of l&t Hydrocarbon engineering limited transaction entered during the year (Yes/ no) no Yes Yes Yes Yes Yes Yes Yes no Yes no no Yes Yes Yes Yes Yes Yes Yes Yes Yes no no no Yes no Yes Yes Yes Yes Yes no no no no no no no Yes Yes no Yes Yes no no Yes no no 391 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (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 Sr no. 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 l&t electricals & automation Saudi arabia company limited llc larsen & toubro Kuwait construction General contracting company Wll larsen & toubro (Saudi arabia) llc larsen toubro arabia llc l&t Hydrocarbon Saudi company (formerly known as larsen & toubro atco Saudia llc) Subsidiary of larsen & toubro international FZe Subsidiary of l&t Hydrocarbon engineering limited Subsidiary Subsidiary of l&t Hydrocarbon engineering limited tamco Switchgear (malaysia) Sdn. BHd Henikwon corporation Sdn. BHd esencia technologies inc. l&t infotech S. de R.l. de c.V. tamco electrical industries australia Pty limited Pt tamco indonesia larsen & toubro Heavy engineering llc l&t electrical & automation FZe Kana controls General trading & contracting company W.l.l. larsen & toubro t&d Sa (Proprietary) limited l&t technology Services llc larsen & toubro infotech austria GmbH l&t Global Holdings limited l&t Geo – l&t JV for maharatangarh project @ l&t Geo – l&t UJV cmRl cS@@ l&t cutting tools limited ### eWac alloys limited % larsen & toubro Readymix & asphalt concrete industries llc %% Subsidiary of larsen & toubro international FZe WoS of l&t Hydrocarbon engineering limited WoS of larsen & toubro international FZe WoS of tamco Switchgear (malaysia) Sdn. BHd WoS of l&t technology Services llc Subsidiary of larsen & toubro infotech limited WoS of larsen & toubro international FZe Subsidiary of larsen & toubro international FZe Subsidiary of l&t Hydrocarbon engineering limited WoS of larsen & toubro international FZe Subsidiary of l&t electrical & automation FZe Subsidiary of larsen & toubro international FZe WoS of l&t technology Services limited WoS of larsen & toubro infotech limited WoS WoS of l&t Geostructure llP WoS of l&t Geostructure llP WoS WoS transaction entered during the year (Yes/ no) Yes Yes Yes Yes Yes Yes Yes no no no Yes Yes Yes Yes Yes Yes no Yes no no Yes Yes Yes the company has sold its stake on June 28, 2018 Struck off from the register of companies on June 26, 2018 the company through its subsidiary has acquired stake on February 1, 2019 the company has been incorporated on September 24, 2018 Struck off from the Register of companies on august 8, 2018 ^ ^^ ^^^ $ $$ $$$ applied for strike off * ** *** # ## ### % %% the company through its subsidiary has sold its stake on September 28, 2017 %%% the company has been incorporated on September 9, 2018 @ @@ @@@ the company has been incorporated on november 20, 2018 the company has been incorporated on december 18, 2018 the company through its subsidiary has acquired stake on october 15, 2018 the company has been incorporated on July 1, 2018 in the process of liquidation Reclassified as subsidiary w.e.f. august 16, 2017 due to purchase of additional stake the company has sold its stake on September 27, 2017 the company has sold its stake on november 16, 2017 the arrangement entered on September 14, 2018 assessed as subsidiary since the company through its subsidiary exercises unilateral control the arrangement entered on January 4, 2019 assessed as subsidiary since the company through its subsidiary exercises unilateral control 392 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 magtorq Private limited Feedback infra 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. 1. 3. 5. 7. 9. 11. 13. 15. 17. 19. 21. 23. Joint Venture companies 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 ** 25. 27. 29. 31. Western andhra tollways limited ** Vadodara Bharuch tollway limited l&t transportation infrastructure limited l&t mBda missile Systems limited Sr. no. 2. 4. 6. 8. 10. 12. 14. 16. 18. 20. 22. 24. 26. 28. 30. 32. Joint Venture companies 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* larsen & toubro electromech llc *** * Reclassified as associate w.e.f. august 14, 2018 on amendment to articles of association ** the company has sold its stake on may 4, 2018 *** Reclassified as subsidiary w.e.f. august 16, 2017 due to purchase of additional stake (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 393 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 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. mr. S. n. Subrahmanyan (chief executive officer and 2. mr. R. Shankar Raman (Whole-time director & chief managing director)# Financial officer) mr. Shailendra Roy (Whole-time director) mr. m. V. Satish (Whole-time director) 4. 6. mr. d. K. Sen (Whole-time director) mr. J.d. Patil (Whole-time director)** Sr. no. independent/non-executive directors Sr. no. independent/non-executive directors 1. 3. 5. 7. 9. 11. 13. 15. 17. mr. a.m. naik (Group chairman)* mr. Subodh Bhargava mr. Vikram Singh mehta mr. akhilesh Krishna Gupta mr. thomas mathew t mr. Subramanian Sarma mr. Sanjeev aga arvind Gupta ## mr. Sushobhan Sarker### 2. 4. 6. 8. 10. 12. 14. 16. mr. m. m. chitale mr. m. damodaran mr. adil Zainulbhai mrs. Sunita Sharma mr. ajay Shankar mrs. naina lal Kidwai mr. narayanan Kumar mr.Hemant Bhargava *** * w.e.f. october 1, 2017 # w.e.f. July 1,2017 (Group executive chairman till September 30, 2017) (Whole-time director till June 30, 2017) ** appointed w.e.f. July 1, 2017 *** appointed w.e.f. may 28, 2018 (c) disclosure of related party transactions: ## 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 and 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 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 1539.40 1497.24 1073.38 473.53 360.04 400.56 773.12 158.57 1802.47 7.44 3.82 – 1.07 6.37 2620.22 3303.53 729.89 244.57 237.24 1382.61 352.83 1.50 2.10 394 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties ii. (a) Sale of goods/contract revenue & services Subsidiaries, including: l&t metro Rail (Hyderabad) limited l&t Hydrocarbon engineering limited l&t Parel Project llP 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 (b) Reversal of sale of goods/contract revenue & services Subsidiary: nabha Power limited Joint ventures, including: l&t deccan tollways limited l&t Samakhiali Gandhidham tollway limited total iii. Purchase/lease of property, plant and equipment Subsidiaries, including: l&t Shipbuilding limited larsen & toubro (oman) llc larsen & toubro Heavy engineering llc l&t construction equipment limited l&t Hydrocarbon engineering limited larsen & toubro infotech limited Joint ventures: l&t Special Steels and Heavy Forgings Private limited l&t-mHPS turbine Generators Private limited l&t Kobelco machinery Private limited total iv. Sale of property, plant and equipment Subsidiaries, including: l&t Geostructure llP l&t Hydrocarbon engineering limited Joint venture: l&t-mHPS Boilers Private limited Key management personnel: mr. Shailendra Roy total 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 1311.33 1370.69 371.94 570.22 159.44 415.97 0.13 1470.90 4.16 25.99 30.15 65.25 0.38 65.63 5.58 0.69 6.25 12.52 147.20 0.13 0.13 1786.79 4.16 23.86 15.00 9.25 33.48 – 0.13 0.13 0.12 1.95 3.07 0.69 6.25 0.26 0.28 0.54 9.49 0.01 9.50 0.54 – – 0.54 770.34 188.42 132.96 87.07 178.54 0.13 0.26 – 0.28 – – – 5.75 2.20 1.25 – 0.01 – – 0.50 – – 395 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties v. investments including subscription to equity shares and preference shares (equity portion) Subsidiaries, including: l&t metro Rail (Hyderabad) limited l&t Uttaranchal Hydropower limited l&t Shipbuilding limited l&t Finance Holdings limited Joint ventures, including: l&t mBda missile Systems limited l&t-mHPS turbine Generators Private limited l&t Special Steels and Heavy Forgings Private limited 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 488.11 2771.16 220.20 249.40 – – 0.48 0.69 1.17 436.57 2000.00 261.01 total 489.28 3032.17 vi. investments in preference share (debt portion) Subsidiary: l&t Shipbuilding limited Joint venture: l&t Special Steels and Heavy Forgings Private limited total vii. Subscription to debentures/bonds net of redemptions Subsidiaries: l&t metro Rail (Hyderabad) limited l&t Finance limited total viii. Sale/Redemption of investments in Subsidiaries: l&t Seawoods limited l&t Finance limited total ix. inter corporate deposits given to/(repaid by) Subsidiaries (net) including: l&t Shipbuilding limited nabha Power limited l&t Hydrocarbon engineering limited Hi-tech Rock Products and aggregates limited l&t metro Rail (Hyderabad) limited Joint venture: l&t Special Steels and Heavy Forgings Private limited total – – – 250.00 250.00 345.00 345.00 457.79 84.48 542.27 – – 250.00 – 345.00 – 229.00 (210.88) 54.03 299.78 106.86 84.48 181.76 214.43 396.19 28.53 28.53 260.75 260.75 (1202.30) 211.89 (990.41) 396 260.65 181.76 214.43 – 28.53 210.00 50.75 (286.50) (986.21) – – 211.89 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties x. inter corporate borrowing taken from/(repaid to) Subsidiaries (net) including: l&t Seawoods limited l&t Hydrocarbon engineering limited total xi. 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 total xii. Rent paid, including lease rentals under leasing/hire purchase arrangements Subsidiaries, including: l&t electrical & automation FZe Pt tamco indonesia larsen & toubro infotech limited Joint Ventures, including: l&t Special Steels and Heavy Forgings Private limited total xiii. Rent received, overheads recovered and miscellaneous income 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore (393.80) 420.80 (275.34) (129.91) 114.79 16.58 4.92 0.26 0.31 0.31 1.20 (393.80) 154.32 5.42 159.74 0.97 1.24 2.21 420.80 137.62 4.36 141.98 1.16 – 1.16 Subsidiaries, including: 518.56 532.50 larsen & toubro infotech limited l&t technology Services limited l&t Hydrocarbon engineering limited l&t Geostructure llP l&t Finance limited 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 77.24 55.58 132.20 68.87 53.55 77.84 90.38 35.00 11.75 8.03 16.87 0.03 16.87 0.03 17.78 0.08 613.30 640.74 294.89 124.41 105.35 17.86 4.18 0.80 0.28 – – 77.58 122 .10 107.92 40.86 13.58 17.78 0.08 397 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties 2018-19 2017-18 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: 9.75 11.06 l&t electricals & automation Saudi arabia company limited llc l&t electrical and automation FZe Pt tamco indonesia total (b) charges recovered for deputation of employees to related parties Subsidiaries, including: l&t Parel Project llP 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 l&t construction equipment limited Joint ventures: l&t-Sargent & lundy limited l&t-mHPS Boilers Private limited 9.75 90.02 3.58 12.88 106.48 1313.98 19.44 1.00 5.95 1.45 18.59 13.88 13.97 0.61 1.35 1.62 12.88 353.60 163.90 331.21 318.00 7.50 11.94 11.06 88.00 4.65 15.81 108.46 535.59 – total 1333.42 535.59 xvi. commission received, including those under agency arrangements Subsidiary: l&t construction equipment limited Joint venture: l&t Kobelco machinery Private limited total 10.58 3.75 14.33 10.58 3.75 7.95 2.00 9.95 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 – – – 7.95 2.00 398 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties xvii. 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 Joint ventures, including: l&t-mHPS Boilers Private limited l&t-mHPS turbine Generators Private limited total xviii. interest paid to Subsidiaries, including: l&t Hydrocarbon engineering limited l&t Seawoods limited Joint venture: l&t infrastructure development Projects limited l&t-mHPS turbine Generators Private limited total xix. interest received from Subsidiaries, including: l&t Shipbuilding limited nabha Power limited l&t Finance Holdings limited l&t metro Rail (Hyderabad) limited l&t Finance limited Joint venture: l&t Special Steels and Heavy Forgings Private limited total xx. amount written off as bad debts Subsidiaries, including: larsen & toubro electromech llc Bhilai Power Supply company limited Joint venture: PnG tollway limited total 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 45.35 36.31 6.62 16.37 10.36 0.50 199.36 23.15 – 1.81 26.39 31.55 17.95 12.15 16.57 106.83 – 1.26 25.08 7.07 4.50 9.07 4.16 7.97 0.07 0.43 98.24 25.02 33.06 – 42.13 56.83 – – 102.05 0.59 – – 0.50 36.81 124.87 33.06 157.93 109.69 102.05 211.74 0.59 – 0.59 0.52 45.87 231.31 1.81 233.12 116.05 106.83 222.88 1.35 25.08 26.43 399 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties xxi. investments written off Subsidiaries: Seawoods Retail Private limited Seawoods Realty Private limited total xxii. amount recognised/(reversed) in Profit and loss as provision towards bad and doubtful debts (including expected credit loss on account of delay) Subsidiaries, including: nabha Power limited l&t electricals & automation Saudi arabia company limited llc l&t Parel Project llP l&t Seawoods limited larsen & toubro Heavy engineering llc l&t Uttaranchal Hydropower limited l&t Hydrocarbon engineering limited Joint ventures, including: (0.38) l&t Special Steels and Heavy Forgings Private limited l&t Howden Private limited l&t Samakhiali Gandhidham tollway limited l&t- mHPS Boilers Private limited total (2.59) 16.66 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 0.02 0.02 – 0.01 0.01 (2.21) (6.03) (1.48) (1.74) 0.57 0.65 (0.53) 0.31 (0.09) (0.33) (1.54) 1.55 22.69 1167.42 1929.10 3096.52 0.08 0.08 1167.42 773.00 1156.10 0.08 0.75 – 0.75 – – – – 2.93 (7.25) – (0.83) 21.66 0.68 – – – 14766.31 6868.13 9308.23 3217.46 – – 4154.47 2107.86 54.26 54.26 6922.39 – 14766.31 xxiii. amount recognised in Profit and loss on account of impairment loss on investment and inter corporate deposit Subsidiaries, including: l&t Shipbuilding limited larsen & toubro Hydrocarbon international limited llc Joint ventures: l&t infrastructure development Projects limited l&t Special Steels and Heavy Forgings Private limited total xxiv. Rent deposit returned Key management personnel: mr. d.K. Sen total xxv. Guarantee given on behalf of Subsidiaries, including: l&t Hydrocarbon engineering limited larsen & toubro arabia llc l&t Hydrocarbon Saudi company llc Joint venture: l&t-mHPS turbine Generators Private limited total 400 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (c) disclosure of related party transactions: (contd.) Sr. no. nature of transaction/relationship/major parties xxvi. contribution to post employment benefit plans (a) towards employer’s contribution to provident fund trusts, including: larsen & toubro officers & Supervisory Staff Provident Fund larsen & toubro limited Provident Fund of 1952 (b) (c) total towards employer’s contribution to gratuity trusts, including: larsen & toubro officers & Supervisors Gratuity Fund larsen & toubro Gratuity Fund total towards advance contribution to/(refund from) gratuity trusts: larsen & toubro officers & Supervisors Gratuity Fund larsen & toubro Gratuity Fund total (d) towards employer’s contribution to superannuation trust: larsen & toubro limited Senior officers’ Superannuation Scheme total 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 69.02 69.02 45.05 45.05 – – 9.78 9.78 59.19 8.22 43.35 – – 9.78 64.13 64.13 6.18 6.18 (175.00) (175.00) 11.29 11.29 54.35 8.45 5.01 1.17 (142.30) (32.70) 11.29 “major parties” denote entities accounting for 10% or more of the aggregate for that category of transaction during respective period. xxvii. compensation to key management personnel: 2018-19 2017-18 Short-term employee benefits Post- employment benefits Other long term benefits Total Short-term employee benefits Post- employment benefits Other long term benefits v crore Total 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/Independent Directors: (a) Mr. A.M. Naik (Group Chairman w.e.f. October 1, 2017) – – 21.28 14.06 9.16 5.54 7.43 6.51 5.67 3.75 2.33 1.46 1.95 1.71 5.15 3.00 ** (b) Other Non-Executive/Independent Directors Total * Represents encashment of past service accumulated leave. *** Post-employment benefits include gratuity R 55.04 crore. 5.03 74.16 – 19.87 – – – – – – – – – – – 11.58 56.80 *** 19.38 * 87.76 26.95 17.81 11.49 7.00 9.38 8.22 13.99 3.70 9.16 2.42 7.96 1.83 6.37 1.69 5.86 1.52 3.14 0.81 8.15 2.54 1.50 ** – – – – – – – 17.69 11.58 9.79 8.06 7.38 3.95 4.04 5.03 94.03 3.82 – 64.42 70.27 – 19.38 3.82 154.07 ** Represents pension # Appointed w.e.f. July 1, 2017 401 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (d) amount due to/from related parties: Sr. no. category of balance/relationship/major parties i accounts receivable Subsidiaries, including: l&t metro Rail (Hyderabad) limited l&t Seawoods limited l&t Hydrocarbon engineering 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 and aggregates limited larsen and 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 magtorq Private limited l&t-chiyoda limited total iii. investment in debt securities [including preference shares (debt portion)] Subsidiaries: l&t Shipbuilding limited l&t metro Rail (Hyderabad) limited Joint ventures: l&t Special Steels and Heavy Forgings Private limited Kudgi transmission limited l&t infrastructure development Private limited as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore 1218.66 458.44 822.67 140.55 115.36 53.04 75.62 0.01 152.16 97.76 110.36 296.97 460.21 503.41 3.99 289.15 0.15 747.74 771.22 1019.17 0.61 255.20 0.01 1473.87 931.89 1029.15 4.04 1965.08 1791.00 1161.75 867.35 955.12 888.68 273.07 213.17 488.89 253.06 987.58 188.22 64.03 78.87 40.66 38.19 33.22 42.68 0.15 78.23 89.21 98.12 234.82 276.37 700.05 0.43 0.18 867.35 – 217.73 509.49 260.36 total 2116.87 1854.93 402 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (d) amount due to/from related parties: (contd.) Sr. no. category of balance/relationship/major parties iv impairment of investment in debt securities Joint venture: l&t Special Steels and Heavy Forgings Private limited total v. loans & advances recoverable Subsidiaries, including: Hi-tech Rock Products and aggregates limited l&t Shipbuilding limited l&t Geostructure llP nabha Power limited Joint ventures, including: as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore 213.17 213.17 213.17 – – 2330.90 2134.44 363.37 774.59 386.69 1677.53 1621.11 – 763.09 223.11 615.10 l&t Special Steels and Heavy Forgings Private limited 1539.83 1399.58 associates, including: l&t-chiyoda limited magtorq Private limited total vi. impairment provision on loans & advances recoverable Joint venture: l&t Special Steels and Heavy Forgings Private limited total vii. advances against equity contribution Subsidiary: l&t Uttaranchal Hydropower limited total viii. Unsecured loans (including lease finance) Subsidiaries, including: l&t Hydrocarbon engineering limited l&t Seawoods limited l&t Valves limited total 7.38 0.39 4.94 2.44 4015.81 3755.94 – – 19.45 19.45 426.30 263.00 263.00 – – 32.73 263.00 – – 19.56 12.22 32.73 426.30 0.79 – 19.45 129.91 294.89 403 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (d) amount due to/from related parties: (contd.) Sr. no. ix. category of balance/relationship/major parties advances received in the capacity of supplier of goods/services classified as “advances from customers” in the Balance Sheet as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore Subsidiaries, including: l&t Seawoods limited l&t Hydrocarbon engineering limited Joint ventures, including: l&t-mHPS Boilers Private limited total x. due to directors #: Key management personnel, including: 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 xi. (a) Post employment benefit plans due to provident fund trusts, including: larsen & toubro officers & Supervisory Staff Provident Fund total (b) due to gratuity trusts: larsen & toubro officers & Supervisors Gratuity Fund larsen & toubro Gratuity Fund total (c) due to superannuation trust: larsen & toubro limited Senior officers’ Superannuation Scheme total 40.33 7.15 47.48 57.00 57.00 27.73 27.73 60.92 60.92 7.99 7.99 5.48 29.61 6.97 – 18.60 12.15 7.05 4.20 6.00 5.30 24.77 49.70 11.22 7.99 74.69 17.00 91.69 49.11 49.11 24.51 24.51 45.05 45.05 6.74 6.74 28.15 29.95 17.00 9.77 11.58 7.39 5.32 5.19 4.50 2.28 21.65 36.31 8.75 6.74 404 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (d) amount due to/from related parties: (contd.) Sr. no. category of balance/relationship/major parties xii.(a) capital commitment given Subsidiaries, including: l&t Shipbuilding limited larsen & toubro Heavy engineering llc Joint ventures: l&t Special Steels and Heavy Forgings Private limited l&t-mHPS turbine Generators Private limited total (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 l&t Howden Private limited associates, including: l&t-chiyoda limited magtorq Private limited total xiii. commitment to fund Subsidiaries: l&t Uttaranchal Hydropower limited l&t metro Rail (Hyderabad) limited total xiv. 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-Gulf Private limited l&t deccan tollways limited l&t infrastructure development Projects limited Krishnagiri thopur toll Road limited l&t Samakhiali Gandhidham tollway limited l&t BPP tollway limited as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore 32.15 0.12 32.27 30.00 0.02 0.10 84.39 0.13 84.52 2166.60 1476.64 392.05 19.92 2578.57 845.00 845.00 2343.95 88.31 1205.16 5.50 2687.30 715.45 715.45 1329.55 76.10 937.64 914.90 207.55 42.63 103.60 19.06 298.00 547.00 651.26 969.27 – 320.82 69.19 18.77 – – – – – 47.25 33.59 0.13 – 1185.88 667.58 394.67 1.87 3.63 233.45 482.00 693.54 195.41 149.67 156.46 – – 15.24 13.70 13.63 13.08 20.43 total 2432.26 1405.65 405 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [51] (contd.) (d) amount due to/from related parties: (contd.) Sr. no. category of balance/relationship/major parties xv. Guarantee given on behalf of Subsidiaries, including: l&t Hydrocarbon engineering limited larsen toubro arabia llc l&t Shipbuilding limited nabha Power limited Joint ventures, including: l&t-mHPS turbine Generators Private limited l&t-mHPS Boilers Private limited as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore 38051.01 27221.33 18476.12 8442.15 4025.00 427.31 456.24 508.34 total 38507.25 27729.67 xvi. 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 l&t Hydrocarbon engineering limited Pt. tamco indonesia l&t Parel Project llP Joint ventures, including: l&t- mHPS Boilers Private limited PnG tollway limited 6.60 8.56 2.04 0.68 0.81 0.81 23.54 52.73 23.37 – total 30.14 61.29 “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 3.70 crore (as at 31-3-2018: R 3.08 crore). note : 1. all the related party contracts / arrangements have been entered on arm’s length basis. 2. the amount of outstanding balances as shown above are unsecured and will be settled/recovered in cash. 406 8691.05 5971.38 3156.00 3707.00 418.95 89.39 3.52 1.81 0.90 21.84 25.08 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 2018-19 2017-18 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 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 6677.70 1,40,20,87,033 47.63 5387.30 1,40,06,13,951 38.46 6677.70 1,40,20,87,033 5387.30 1,40,06,13,951 24,57,688 1,40,45,44,721 47.54 2 35,69,417 1,40,41,83,368 38.37 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: Particulars 2018-19 2017-18 Weighted average number of potential equity shares on account of conversion of foreign currency convertible bonds Note [53] 95,20,455 95,20,455 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 9 10 11 12 13 14 15 16 Name of the subsidiary company Principal place of business As at 31-3-2019 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) Indian subsidiaries Bhilai Power Supply Company Limited L&T Shipbuilding Limited [refer Note 60(a)] L&T Electricals and Automation Limited Hi-Tech Rock Products and Aggregates India India India India Limited L&T Seawoods Limited India Kesun Iron & Steel Company Private Limited India India L&T Geostructure LLP India L&T Valves Limited India L&T Realty Limited India L&T Power Limited India L&T Cassidian Limited% India L&T Aviation Services Private Limited India Larsen & Toubro Infotech Limited India L&T Finance Holdings Limited India L&T Capital Company Limited India L&T Power Development Limited 99.90 97.00 100.00 100.00 100.00 95.00 74.00 100.00 100.00 99.99 100.00 100.00 74.80 63.91 100.00 100.00 99.90 97.00 100.00 100.00 100.00 95.00 100.00 100.00 100.00 99.99 100.00 100.00 74.80 63.91 100.00 100.00 99.90 97.00 100.00 100.00 100.00 95.00 100.00 100.00 100.00 99.99 100.00 100.00 74.80 63.91 100.00 100.00 99.90 97.00 100.00 100.00 100.00 95.00 74.00 100.00 100.00 99.99 100.00 100.00 82.96 64.01 100.00 100.00 99.90 97.00 100.00 100.00 100.00 95.00 74.00 100.00 100.00 99.99 100.00 100.00 82.96 64.01 100.00 100.00 99.90 97.00 100.00 100.00 100.00 95.00 74.00 100.00 100.00 99.99 100.00 100.00 82.96 64.01 100.00 100.00 407 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [53] (contd.) Sr. No. Name of the subsidiary company Indian subsidiaries L&T Metro Rail (Hyderabad) Limited 17 L&T Technology Services Limited 18 L&T Construction Equipment Limited 19 L&T Infrastructure Engineering Limited 20 L&T Hydrocarbon Engineering Limited 21 L&T Construction Machinery Limited* 22 Seawoods Retail Private Limited^ 23 24 Seawoods Realty Private Limited^ 25 Marine Infrastructure Developer Private Limited$ Principal place of business As at 31-3-2019 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of direct ownership (%) Proportion of effective voting power held (%) India India India India India India India India India 99.99 78.88 100.00 100.00 100.00 100.00 – – – 99.99 78.88 100.00 100.00 100.00 100.00 – – – 99.99 78.88 100.00 100.00 100.00 100.00 – – – 99.99 88.64 100.00 100.00 100.00 – 100.00 100.00 97.00 99.99 88.64 100.00 100.00 100.00 – 100.00 100.00 97.00 99.99 88.64 100.00 100.00 100.00 – 100.00 100.00 97.00 % Applied for strike off * ^ $ The Company is incorporated on December 18, 2018 Striked off on June 26, 2018 The Company has sold its stake on June 28, 2018 Foreign subsidiaries: Sr. No. 1 2 3 4 Name of the subsidiary company Larsen & Toubro LLC Larsen & Toubro Hydrocarbon International Limited LLC# Larsen & Toubro (Saudi Arabia) LLC L&T Global Holdings Limited # In the process of liquidation 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 31-3-2019 Proportion of effective ownership Interest (%) 98.80 Proportion of direct ownership (%) 95.24 Proportion of effective voting power held (%) 98.80 As at 31-3-2018 Proportion of effective ownership Interest (%) 99.19 Proportion of direct ownership (%) 95.24 Proportion of effective voting power held (%) 99.19 90.00 100.00 100.00 90.00 100.00 100.00 4.35 100.00 100.00 100.00 100.00 100.00 4.35 100.00 100.00 100.00 100.00 100.00 As at 31-3-2019 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 31-3-2018 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 @ Under liquidation 408 Notes forming part of the Financial statements (contd.) Note [53] (contd.) joint ventures : Name of the joint venture company 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 L&T Ahmedabad-Maliya Tollway Limited L&T Halol-Shamlaji 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 Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 As at 31-3-2019 As at 31-3-2018 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 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 ^ ^ 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 50.10 51.00 51.00 75.50 74.00 72.11 51.00 51.00 50.00 ^ 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 1-4-2018 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 Balance as at 31-3-2019 (6=1+2+3+4+5) 35.47 30.01 (19.50) (0.17) (0.20) 45.61 178.65 30.32 (4.13) (0.04) – 204.80 8.71 50.00 – – 0.39 59.10 Sr. No. 1 2 3 4 5 6 Contractual rectification cost - construction contracts 225.29 349.18 – v crore Others Total 17.99 – – 466.11 459.51 (23.63) (181.02) (17.99) (199.22) – 393.45 – – 0.19 702.96 409 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [54] (contd.) 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, 2019 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 1 to 5 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. 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 115 “Revenue from contracts with customers”. 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 2018-19 2017-18 1.90 1.50 0.55 0.30 1.62 0.13 1.90 1.50 0.55 0.30 0.43 0.20 the company purchased electoral Bonds for R 35.00 crore and issued the same to political parties as company’s political contribution. (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, 2019. 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 (Section 16) interest due and payable towards suppliers under mSmed act for payments already made 2018-19 133.47 0.11 122.63 0.30 0.32 interest accrued and remaining unpaid at the end of the year to suppliers under mSmed act 10.97 amount of further interest remaining due and payable even in the succeeding years 8.14 v crore 2017-18 66.64 0.28 142.28 0.11 5.68 10.18 8.14 410 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, 2019. Note [59] disclosure in respect of joint operations: (a) (i) name of joint operation (with specific ownership interest in the arrangement): Principal Place of Business description of interest Sr. no. 1 2 3 4 5 6 name of the joint operation 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 7 metro tunneling Group 8 l&t-Hochtief Seabird Joint Venture 9 metro tunneling chennai-l&t Shanghai Urban construction (Group) corporation Joint Venture Proportion of ownership interest % 49% 50% 80% 65% 43% 26% 26% 90% 75% india india 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 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). 411 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [59] (contd.) (i) name of joint operation (with specific ownership interest in the arrangement): (contd.) Sr. no. name of the joint operation 16 l&t-Stec JV mUmBai Proportion of ownership interest % 65% Principal Place of Business description of interest india india india Uae india 100% 100% 65% 60% 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 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 * the joint operation is in the process of liquidation. 412 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. Company’s share For the year v crore Total tax Profit after tax Other Comprehensive Income Total Comprehensive Income Notes forming part of the Financial statements (contd.) Note [59] (contd.) (ii) Financial interest in joint operation (to the extent of company’s share): Sr. No. Name of the joint operation Year 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 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 16 L&T-STEC JV MUMBAI 17 L&T- ISDPL (JV) 18 L&T-IHI Consortium 19 L&T-Eastern Joint Venture As at period end Total Assets Total Liabilities Total Income 0.053 0.053 22.739 26.753 669.211 532.638 77.874 141.500 2.966 2.966 11.901 9.766 12.165 11.457 23.846 23.831 91.524 87.298 (0.591) (0.592) 56.706 57.636 819.952 531.469 164.482 183.162 (0.899) (0.906) 10.160 10.110 1.076 0.755 (50.094) (50.477) 133.540 121.548 – – 0.646 1.174 1059.795 626.043 (14.740) 0.503 – – 2.483 0.059 0.815 0.753 – – 10.521 27.249 Total Expense excluding tax 0.001 0.001 3.729 1.539 1212.474 626.603 (13.550) 0.520 0.007 0.013 0.132 0.048 0.047 0.021 0.368 0.013 18.286 29.078 – – – – – – – – – – 0.266 0.018 0.380 0.285 – – – – (0.001) (0.001) (3.083) (0.365) (152.679) (0.560) (1.190) (0.017) (0.007) (0.013) 2.085 (0.007) 0.388 0.447 (0.368) (0.013) (7.765) (1.829) 14.533 54.269 45.193 55.786 (22.162) 2.593 6.898 10.377 0.083 – (29.143) (7.784) 33.803 94.892 218.749 221.616 (15.944) 50.094 42.277 106.114 2018-19 2017-18 283.119 491.395 281.245 489.967 703.471 997.411 703.111 997.008 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 1172.979 1717.123 14.598 14.272 447.749 150.957 675.123 534.150 171.877 32.907 302.204 45.023 18.801 17.696 1124.817 1500.921 6.686 6.334 446.855 150.195 550.545 526.782 171.877 32.907 302.204 45.023 20.463 18.156 1750.670 1901.446 0.359 0.551 200.096 96.439 736.471 388.537 266.523 18.314 586.768 71.707 0.100 0.027 1387.209 1573.576 (0.013) 0.011 198.753 95.037 544.147 375.696 266.523 18.314 586.768 71.707 1.303 5.699 – – – – – – 0.399 0.194 1.210 0.643 75.114 4.486 – – – – – – (58.221) (56.020) 0.360 0.403 363.461 327.870 (0.027) 0.346 0.133 0.759 117.210 8.355 – – – – (1.203) (5.672) – – – – 0.768 0.003 – – – – – – – – – – – 0.520 – – – (0.009) 0.086 0.010 10.843 4.332 – – – – – – – – – – – – (0.001) (0.001) (3.083) (0.365) (151.911) (0.557) (1.190) (0.017) (0.007) (0.013) 2.085 (0.007) 0.388 0.447 (0.368) (0.013) (7.765) (1.309) (29.143) (7.784) (58.221) (56.029) 0.446 0.413 374.304 332.202 (0.027) 0.346 0.133 0.759 117.210 8.355 – – – – (1.203) (5.672) 413 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [59] (contd.) (ii) Financial interest in joint operation (to the extent of company’s share) (contd.) Sr. No. Name of the joint operation Year 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 23 L&T-Delma Mafraq Joint Venture 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 28 LNT-Shriram EPC Tanzania UJV 29 LTH Milcom Private Limited Total 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 As at period end Total Assets Total Liabilities Total Income 8.469 8.995 0.278 0.500 10.887 7.591 48.543 41.011 – 0.813 4.993 4.512 152.734 30.923 231.619 325.673 234.617 275.208 56.376 65.194 305.329 254.207 38.379 22.756 171.444 172.037 0.037 0.052 5256.956 5151.582 144.293 31.270 348.185 401.918 208.502 250.604 35.099 39.595 215.175 227.628 37.536 23.290 148.895 171.898 0.012 0.011 5489.484 5088.117 181.885 23.263 6.319 635.825 405.698 279.741 2.480 13.312 595.253 402.949 44.125 29.978 281.570 89.469 – – 6788.195 5662.762 Company’s share For the year v crore Total Expense excluding tax 0.305 1.191 9.228 12.162 166.919 23.610 41.688 699.959 405.693 279.569 6.802 13.316 532.888 376.649 42.357 30.513 246.898 89.331 0.014 0.012 6411.262 5437.687 Total tax Profit after tax Other Comprehensive Income Total Comprehensive Income – – – – 6.178 – – – – – – 0.037 – – 0.391 – 12.116 – – – 96.137 5.663 (0.305) (0.378) (4.235) (7.650) 8.788 (0.347) (35.369) (64.134) 0.005 0.172 (4.322) (0.041) 62.365 26.300 1.377 (0.535) 22.556 0.138 (0.014) (0.012) 280.796 219.412 – – – – – – (4.952) (0.067) 1.505 0.128 – – 1.211 0.278 – – (0.146) 0.001 – – 9.315 5.196 (0.305) (0.378) (4.235) (7.650) 8.788 (0.347) (40.321) (64.201) 1.510 0.300 (4.322) (0.041) 63.576 26.578 1.377 (0.535) 22.410 0.139 (0.014) (0.012) 290.111 224.608 (b) name of joint operation (with specific ownership of activity carried out through the arrangement): Sr. no. 1 2 3 4 5 name of the joint operation l&t Sojitz consortium Principal place of business india l&t-KBl (UJV) Hyderabad l&t-KBl-maYtaS UJV mallanna Sagar Reservoir lnt-Prasad-RK infra JV larsen & toubro limited Waterleau consortium india india india qatar 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 (construcition 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. 414 Notes forming part of the Financial statements (contd.) Note [59] (contd.) (b) name of joint operation (with specific ownership of activity carried out through the arrangement) (contd.) description of the interest 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). 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 inter locking 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 lumpsum price basis for JnPt -makarpur section. civil building and track works contract package- 3 (R). Sr. no. 6 name of the joint operation l&t-BRaPl JV (package ii) Principal place of business india 7 l&t-BRaPl JV (package iii) india 8 iiS - l&t consortium india 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 16 17 18 19 20 21 Sojitz corporation-l&t consortium 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 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 lumpsum price basis for Rewari- makarpura. 415 Notes FoRminG PaRt oF tHe Financial StatementS annUal RePoRt 2018-19 Notes forming part of the Financial statements (contd.) Note [60] disclosure pursuant to ind aS 103 “Business combinations”: (a) the Board of directors in its meeting held on may 10, 2019, has approved amalgamation of its wholly-owned subsidiary l&t Shipbuilding limited (‘ltSB’) with the company subject to receipt of regulatory and other approvals. the company has increased its stake in ltSB to 100% in april 2019 from 97% as at march 31, 2019. (b) during the previous 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 was effective from the appointed date april 1, 2017. SiPl had a registered office in Bengaluru, india and was engaged in the business of manufacture of electronic Systems and Sub-systems. no fresh shares were issued to effect the merger as SiPl was wholly owned subsidiary of the company. Further the merger was accounted using pooling of interest method, involving the following: (i) the assets and liabilities of SiPl were reflected at their carrying amounts. no adjustment was made to reflect the fair values, or recognise any new asset or liability. (ii) the financial information in the financial statements of the company was restated from the effective date april 1, 2017. (iii) the balance of the retained earnings appearing in the financial statements of the SiPl was aggregated with the corresponding balance appearing in the financial statements of the company. (iv) the identity of General reserve and Securities premium was preserved and appearing in the financial statements of the company in the same form in which they appeared in financial statements of SiPl; and (v) the excess of amount of investment by the company in SiPl over the share capital of SiPl was treated as capital reserve in company’s financial statements and the same was 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 and duty drawback amounts to R 99.97 crore (previous year: R 111.04 crore). Note [62] disclosure pursuant to ind aS 7 “Statement of cash Flows” - changes in liabilities arising from financing activities: Particulars non-current borrowings (note 19) current borrowings (note 23) current maturities of long term borrowings (note 24) Sr. no. 1 2 3 4 5 6 7 8 Balance as at 1-4-2017 changes from financing cash flows the effect of changes in foreign exchange rates interest accrued other changes (transfer within categories) Balance as at 31-3-2018 changes from financing cash flows the effect of changes in foreign exchange rates interest accrued 9 10 other changes (transfer within 7134.28 (770.63) 10.06 57.72 (936.27) 5495.16 784.06 – 5.00 2312.50 1783.81 32.62 0.64 – 4129.57 (606.49) 144.37 0.80 v crore total 10558.37 (87.61) 31.88 58.36 – 10561.00 (791.77) 370.99 51.35 – 10191.57 1111.59 (1100.79) (10.80) – 936.27 936.27 (969.34) 226.62 45.55 3892.35 4131.45 categories) Balance as at 31-3-2019 11 (3892.35) 2391.87 – 3668.25 416 Notes forming part of the Financial statements (contd.) Note [62] (contd.) amounts reported in statement of cash flows under financing activities: Particulars Proceeds from non-current borrowings Repayments of non-current borrowings (Repayments)/proceeds from other borrowings (net) total changes from financing cash flows (refer to Sr. no. 7 & 2 above) Note [63] amounts reported in statement of cash flows v crore 2018-19 789.05 (974.33) (606.49) (791.77) 2017-18 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: on march 30, 2019, the ministry of corporate affairs notified following new ind aS, applicable in respect of accounting periods commencing on or after april 1, 2019. ind As 116 “Leases” ind aS 116 “leases” supersedes aS 17 “leases” in respect of accounting periods commencing on or after april 1, 2019. ind aS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases. Pursuant to transition methods permitted under ind aS 116, the company is proposing to use “modified retrospective approach” for transitioning to ind aS 116 with effect from april 1, 2019. Under modified retrospective approach, cumulative effect of initially applying the accounting standard as at april 1, 2019 will be recognised as an adjustment to the opening balance of Retained earnings of the financial year 2019-20 and figures for the financial year 2018-19 will not be restated as per the new accounting standard. With respect to existing leases as at the date of initial application of the accounting standard, the company is proposing to use the practical expedient available on transition to ind aS 116 and will not reassess whether a contract is or contains a lease and instead apply ind aS 116 only to the contracts that were previously identified as lease applying ind aS 17. the company has carried out an initial assessment of the impact of adopting this standard and there would not be any significant impact on the financials of the company. Note [64] Figures for the previous year have been regrouped/reclassified to conform to the figures of the current year. 417 Auditors’ report on Consolidated FinanCial statements annUal RePoRt 2018-19 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 Audit of Consolidated Financial statements opinion We have audited the accompanying consolidated financial statements of larsen & toubro limited (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, which comprise the Consolidated Balance sheet as at march 31, 2019, the Consolidated statement of Profit and loss (including other Comprehensive income), the Consolidated statement of Changes in equity and the Consolidated statement of Cash Flows for the year then ended on that date, and notes to financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the “Consolidated Financial statements”). in our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies act, 2013 (the “act”) in the manner so required and give a true and fair view in conformity with indian accounting standards prescribed under section 133 of the act read with the Companies (indian accounting standards) Rules 2015, as amended (“ind as”) and other accounting principles generally accepted in india, of the state of affairs of the Group as at march 31, 2019, the consolidated profit, consolidated total comprehensive income, consolidated changes in equity and its consolidated cash flows for the year ended on that date. Basis for opinion We conducted our audit of consolidated financial statements in accordance with the standards on auditing (sas) specified under section 143(10) of the Companies act, 2013. our responsibilities under those standards are further described in the auditor’s Responsibilities for the audit of the Consolidated Financial statements section of our report. We are independent of the Group, and of its joint operations, associates and joint ventures in accordance with the Code of ethics issued by the institute of Chartered accountants of india (“iCai”) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Companies act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the iCai’s Code of ethics. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. these matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. appropriateness of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of ind as 115 “Revenue from Contracts with Customers” (new revenue accounting standard) Key audit matter description appropriateness of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of ind as 115 “Revenue from Contracts with Customers” (new revenue accounting standard). 418 the application of the new revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognised over a period. additionally, new revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Refer to note no. 1(i) of the Consolidated Financial statements Principal audit Procedures the auditors have assessed the process to identify the impact of adoption of the new revenue accounting standard. the procedures performed included the following: • • Evaluated the design of internal controls relating to implementation of the new revenue accounting standard; Selected samples of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. the auditors have carried out a combination of procedures involving enquiry and observation, reperformance and inspection of evidence in respect of operation of such controls; and • Selected samples of continuing and new contracts and performed the following procedures: i. Read and analysed contracts to identify the distinct performance obligations in such contracts; ii. Compared such performance obligations with that identified and recorded by the Company; iii. Considered the terms of the contracts to determine the transaction price including any variable consideration to verify the transaction price used to compute revenue and to test the basis of estimation of the variable consideration; iv. in respect of samples relating to fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with the supporting documentation, validated estimates of costs to complete, mathematical appropriateness of calculations and the adequacy of project accounting; and v. Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. Revenue recognition – accounting for construction contracts Key audit matter description there are significant accounting judgements including estimation of costs to complete, determining the stage of completion and the timing of revenue recognition. Principal audit Procedures the Group recognises revenue and profit/loss on the basis of stage of completion based on the proportion of contract costs incurred as at balance sheet date, relative to the total estimated costs of the contract at completion. the recognition of revenue and profit/loss therefore rely on estimates in relation to total estimated costs of each contract. Cost contingencies are included in these estimates to take into account specific uncertain risks, or disputed claims against the Group, arising within each contract. these contingencies are reviewed by the management on a regular basis throughout the contract life and adjusted where appropriate. the revenue on contracts may also include variable consideration (variations and claims). Variable consideration is recognised when the recovery of such consideration is highly probable. Refer to note no 1(i) of the Consolidated Financial statements the auditors’ procedures included: • • • • • • Testing of the design and implementation over controls involved for the determination of the estimates used, as well as their operating effectiveness; Testing the relevant information technology systems’ access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard; Testing samples of contracts for appropriate identification of performance obligations; For the sample selected, reviewing for change orders and the impact on estimated costs to complete; Engaging technical experts to review estimates of costs to complete for sample contracts; and Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. 419 Auditors’ report on Consolidated FinanCial statements annUal RePoRt 2018-19 appropriateness of revenues and onerous obligations in respect of fixed price contracts involves critical estimates for services relating to information technology & technology services segment Key audit matter description estimated effort is a critical estimate to determine revenues and provision for onerous obligations in fixed price contracts. this estimate has a high inherent uncertainty as it requires consideration of progress of the contract, efforts incurred till date, efforts required to complete the remaining contract performance obligations. Refer to note no.1(i) of the Consolidated Financial statements Principal audit Procedures the auditors audit approach was a combination of test of internal controls and substantive procedures which included the following: • • • • • Evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations; Tested the access and application controls pertaining to time recording, allocation and budgeting systems which prevents unauthorised changes to recording of efforts incurred; Selected samples of contracts and tested the operating effectiveness of the internal controls relating to efforts incurred and estimated through inspection of evidence of performance of these controls; Selected samples of contracts and performed a retrospective review of efforts incurred with estimated efforts to identify significant variations and verify whether those variations have been considered in estimating the remaining efforts to complete the contract; Reviewed samples of contracts with unbilled revenues to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations; and • Performed analytical procedures and test of details for reasonableness of incurred and estimated efforts. Revenue recognition and measurement of contract assets in respect of un-invoiced amounts and measurement of receivables in respect of overdue invoices. Key audit matter description Principal audit Procedures the Group, in its contract with customers, promises to transfer distinct services to its customers which may be rendered in the form of engineering, procurement and construction (ePC) services through design-build contracts, and other forms of construction contracts. the recognition of revenue is based on contractual terms, which could range from cost plus fee to agreed unit price to lump-sum arrangements. at each reporting date, revenue is accrued for costs incurred against work performed that may not have been invoiced. identifying whether the group’s performance have resulted in a service that would be billable and collectable where the works carried out have not been acknowledged by customers as of the reporting date, or in the case of certain defence contracts, where the evidence of work carried out and cost incurred are covered by confidentiality arrangements involves a significant amount of judgment. • • Recognition of revenue before formal acknowledgment of receipt of services by the customer could lead to an over or under-statement of revenue and profit, whether intentionally or in error; and Assessing the recoverability of amounts overdue against invoices raised which have remained unsettled for a significantly long period after the end of the contractual credit period also involves a significant amount of judgment. Refer to note no. 1(i) and 1(r) of the Consolidated Financial statements the procedures performed included the following: • • Obtained an understanding of the Group’s processes in collating the evidence supporting execution of work for each disaggregated type of revenue. auditors have also obtained an understanding of the design of key controls for quantifying units of items / services that would be invoiced and the application of appropriate prices for each of such services; Tested the design and operating effectiveness of management’s key controls in collating the units of services delivered and in the application of accurate prices for each of such services for samples of the un-invoiced revenue entries, which included testing of access and change management controls exercised in respect of related information systems; 420 • • • • • Tested samples of un-invoiced revenue entries with reference to the reports from the information system that records the costs incurred against the services delivered to confirm the work performed and application of appropriate margin applied for the respective services. the auditors have also tested whether appropriate adjustments have been made for the element of variable consideration related to committed service levels of performance. With regard to incentives, auditors tests were focused to ensure that accruals were restricted to only those items where contingencies were minimal; Tested cut-offs for revenue recognized against un-invoiced amounts by matching the revenue accrual against accruals for corresponding cost; For defence contracts which are covered under statutory confidentiality arrangements, the auditors have compared the revenue recognised with amounts collected from customers to ensure that the gap between revenue recognised and collections is below the materiality threshold; Extended the testing upto the date of approval of financial statements by the Board of Directors of the Parent entity to verify adjustments, if any, that may have been necessary upon receipt of approvals from customers for services delivered prior to the reporting date and/or collections there against; Reviewed the delivery and collection history of customers against whose contracts un-invoiced revenue is recognised; and • Verification of subsequent receipts, post balance sheet date. Provision for expected credit losses for financial services segment Key audit matter description the Group has financial assets that are debt instruments such as loans, debt securities, bank balances and deposits and trade receivables that are measured at: amortised cost; and fair value through other comprehensive income (“FVOCI”); and finance lease receivables recognised as per Ind AS 16 on “Leases”, in respect of which impairment losses have been recognised and measured using the “expected credit losses” (“eCl”) model laid down in ind as 109 on “Financial instruments” for which, the Group has used the general approach described in ind as 109. Principal audit Procedures While the Group has identified objective criteria to define “significant increase in credit risk” (“siCR”) on a financial asset, identification of financial instruments that could be grouped together on the basis of shared credit risk and assessed collectively for siCR constitutes a significant judgement. also, the Group has used an internal rating based approach in building its eCl model, using its own internal estimates for some or all of the credit risk components such as the Probability of default (“Pd”), loss Given default (“lGd”) and effective maturity (“m”). each of these elements are critical estimates in the measurement of impairment on such financial assets. the Group has also built in a collective adjustment for its loan portfolios to be more responsive to emerging macro-economic and other risk developments, which also involves critical judgements and estimates. therefore, impairment of financial assets was considered a key audit matter. the procedures performed included the following: • • • Obtained an understanding of how the Group identified financial assets that are not measured at fair value through profit and loss, with similar credit risks, to assess siCR collectively i.e. the extent of forward looking information, that is reasonable and supportable, was collated and the extent to which reliance was placed on past information. Checked the appropriateness of the Group’s determination of SICR and the resultant basis for classification of exposures into various stages. Assessed the appropriateness of key data sources and assumptions in building estimates for components of credit risk including Pd, lGd and m that were used in modelling eCl provisions. For data from external sources, we understood the process of choosing such data, its relevance to the Group. the auditors have evaluated the key controls and governance over the modelling process including model monitoring, validation and approval. the auditors have tested controls over model outputs and recognition and approval of post model adjustments and management overlays. • For corporate exposures, tested design and operating effectiveness of the key controls over the appropriateness of use of collaterals, the quantification thereof and the timing of recovery. 421 Auditors’ report on Consolidated FinanCial statements annUal RePoRt 2018-19 • • • • Tested the design and operating effectiveness of the Group’s key internal controls around the completeness and accuracy of financial assets on which the eCl model was applied. a sample of exposures was also tested for staging, application of the appropriate Pd, lGd and m. the auditors have tested the mathematical accuracy of the model output and its sensitivity to changes in modelling assumptions. Assessed and tested the material overlays with a focus on the reasonableness of the supportable information used. Involved our specialists in areas that required specific expertise (i.e. data reliability and the expected credit loss model). Assessed the accuracy of the disclosures in the financial statements and ensured that they were in accordance with ind as 109. evaluation of uncertain tax positions Key audit matter description the Group has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Principal audit Procedures Refer to Note No 1(z) and 1(aa) of the Consolidated Financial Statements the auditors procedures included the following: • • Obtained understanding of key uncertain tax positions; Obtained details of completed tax assessments and demands for the year ended March 31, 2019 from the management; • The auditors along with our internal tax experts – i. discussed with appropriate senior management and evaluated the management’s underlying key assumptions in estimating the tax provision; ii. Assessed management’s estimate of the possible outcome of the disputed cases; and iii. Considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions. • Additionally, considered the effect of new information in respect of uncertain tax positions as at April 1, 2018 to evaluate whether any change was required to management’s position on these uncertainties. impairment of toll Collection Rights Key audit matter description toll collection rights obtained in consideration for rendering construction services, represent the right to collect toll revenue during the concession period in respect of Build-operate-transfer ("Bot") and design-Build-operate- transfer (“dBot”) projects. toll collection rights are capitalised as intangible assets upon completion of the project at the cumulative construction costs plus the present value of obligation towards negative grants and additional concession fee payable to national Highways authority of india ("nHai")/state authorities, if any. Principal audit Procedures the Group has carried out an evaluation for impairment of such toll collection rights which have incurred losses on a continuous basis, representing indicators of impairment. management has estimated the future cash flows arising from achieving revenues and costs in line with the increase in traffic as well as refinancing/ restructuring. as such estimations involve complex and subjective judgements by the management, there is a risk that there may be an impairment that has not been recorded. Refer to note no 1(n) of the Consolidated Financial statements. the auditors have performed a range of audit procedures, which included the following: • • Evaluated the design and implementation of the relevant controls and the operating effectiveness of such internal controls in estimating the future projections including assumptions used in determining the value in use; Compared the actual revenues and cash flows generated by the entities during the year as compared to the projections and estimates considered in the previous year and evaluated the basis of future projections with regard to the revenue and cash flows; 422 • • • Evaluated the appropriateness of key assumptions in the valuations including discount rate, growth rate, and consulted internal specialists. the challenge was based on the auditors’ assessment of the historical accuracy of the Group’s estimates in the prior periods and an assessment of the consistency of assumptions across all the subsidiaries and comparison of the assumptions with public data wherever available; The auditors have also performed a sensitivity analysis to assess the impact of possible different assumptions related to revenue and cost estimates including: i. ii. Increase/decrease in revenue growth rate; Increase/decrease to cost forecasts; and The auditors have enquired with key financial and operational personnel to identify any factors that should be taken into account in auditors’ analysis. in all cases, the auditors have corroborated management’s explanations, including changes in assumptions, and evaluated these relative to auditors own analysis. multiple it applications Key audit matter description one of the components is highly dependent on technology due to the significant number of transactions that are processed daily and discrete it systems. the interest income is computed through various it systems and the interfacing of these system with the accounting system is critical aspect of audit. the audit approach relies extensively on automated controls and controls around interface of different systems, therefore on the effectiveness of controls over it systems. it application controls are critical to ensure that changes to applications and underlying data are made in an appropriate manner. appropriate controls contribute to mitigating the risk of potential fraud or errors as a result of changes to applications and data. Principal audit Procedures management has implemented Group wide preventive and detective controls across critical applications and infrastructure to reduce the risk over it applications in the financial reporting process. due to the pervasive nature, the auditors have assessed the risk of a material misstatement arising from technology as significant for the audit. the component auditors have performed a range of audit procedures, which included the following: access rights were tested over applications, operating systems and databases relied upon for financial reporting. specifically, the tests were designed to cover the following: • • • New access requests for joiners were properly reviewed and authorised; User access rights were removed on a timely basis when an individual left or moved role; Access rights to applications, operating systems and databases were periodically monitored for appropriateness; and • Highly privileged access is restricted to appropriate personnel. other areas that were independently assessed included password policies, security configurations, controls over changes to applications and databases and that business users, developers and production support did not have access to change applications, the operating system or databases in the production environment. testing of automated controls and interface testing was carried out. other procedures performed included: • Where inappropriate access was identified, we understood the nature of the access, and, where possible, obtained additional evidence on the appropriateness of the activities performed; • • Additional substantive testing was performed on specific year-end reconciliations and confirmations with external counterparties; A list of users’ access permissions was obtained and manually compared to other access lists where segregation of duties was deemed to be of higher risk. information other than the Consolidated Financial statements and Auditor’s report the Company’s Board of directors is responsible for the preparation of other information. the other information comprise the information included in the management discussion and analysis, Board’s Report including annexures to Board’s Report, Business Responsibility Report, Corporate Governance and shareholder’s information, but does not include the consolidated financial statements and our auditor’s report. 423 Auditors’ report on Consolidated FinanCial statements annUal RePoRt 2018-19 our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. in connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the other information of the joint operations, subsidiaries, joint ventures and associates audited by other auditors to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. other information so far as it relates to the joint operations, subsidiaries, joint ventures and associates, is traced from their financial statements audited by the branch auditors and other auditors and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. if, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Management’s responsibility for the Consolidated Financial statements the Parent’s Board of directors is responsible for the matters stated in section 134(5) of the Companies act, 2013 (the “act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows of the Group including its joint operations, associates and joint ventures in accordance with the ind as and other accounting principles generally accepted in india. the respective Board of directors of the companies included in the Group are responsible for 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 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 consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. in preparing the consolidated financial statements, the respective Board of directors of the companies included in the Group, its joint operations, associates and joint ventures are responsible for assessing the ability of the Group, its joint operations, associates and joint ventures to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. the respective Board of directors of the companies included in the Group, its joint operations, associates and joint ventures are also responsible for overseeing the financial reporting process of the Group, its joint operations, associates and joint ventures. Auditor’s responsibility for the Audit of the Consolidated Financial statements our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with sas will always detect a material misstatement when it exists. misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. as part of an audit in accordance with sas, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. the risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the act, we are also responsible for expressing our opinion on whether the Parent, subsidiary companies, joint operation companies, associate companies and joint venture companies incorporated in india, have adequate internal financial controls systems in place and the operating effectiveness of such controls. • • 424 • • • • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group, its joint operations, associates and joint ventures to continue as a going concern. if we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group, its joint operations, associates and joint ventures to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group, its joint operations, associates and joint ventures to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements. Materiality materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements. Communication with those charged with governance We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. other Matters 1. the consolidated financial statements includes the financial information of 24 joint operations included in the standalone financials statements of the companies included in the Group whose financial information reflect total assets of R 4,540.71 crore as at march 31, 2019, total revenue of R 6,018.63 crore and net cash outflows amounting to R 170 crore for the year ended on that date, as considered in the respective standalone financial statements of the Companies included in the Group. 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 work done by and the reports of such other auditors. The consolidated financial statement also includes the financial information of 66 subsidiaries whose financial information reflect total assets of R 1,14,000.15 crore as at march 31, 2019, total revenues of R 50,475.82 crore and net cash outflows amounting to R 1,045.06 crore for the year ended on that date, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of total loss after tax (net) of R 310.50 crore and total comprehensive loss (net) of R 301.19 crore for the year ended march 31, 2019, as considered in the consolidated financial statement, in respect of 3 associates and 7 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 financial statement, 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 subsection (3) of section 143 of 425 Auditors’ report on Consolidated FinanCial statements annUal RePoRt 2018-19 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. our opinion on the consolidated financial statements is not modified in respect of the above matters with respect to our reliance on the work done by and the reports of such other auditors. 2. The consolidated financial statements includes the financial information of 6 joint operations included in the standalone financial statements of the companies included in the Group which have not been audited by their auditors, whose financial information reflects total assets of R 302.45 crore as at march 31, 2019 and total revenues of R 452.54 crore and net cash inflow of R 0.10 crore for the year ended on that date, as considered in the respective standalone financial statements of the Companies included in the Group. the financial information of these joint operations has been unaudited and has been furnished to us by the management and our opinion on the consolidated 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 which is certified by the management. in our opinion and according to the information and explanations given to us by the management, the financial information of these joint operations are not material to the Group. the consolidated financial statements includes the financial information of 44 subsidiaries which have not been audited by their auditors, whose financial information reflect total assets of R 250.21 crore as at march 31, 2019, total revenues of R 255.06 crore and net cash inflow of R 40.61 crore for the year ended on that date. The consolidated financial statements also includes the Group’s share of total loss after tax (net) of R 0.06 crore and total comprehensive income (net) of R 0.63 crore for the year ended march 31, 2019, as considered in the consolidated financial statement, in respect of 3 associates and 7 joint ventures, whose financial information has not been audited by their auditors. the financial information of these subsidiaries, associates and joint ventures is unaudited and has been furnished to us by the management and our opinion on the consolidated financial statement, 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 which is certified by the management. 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. our opinion on the consolidated financial statement is not modified in respect of the above matters with respect to our reliance on the financial information certified by the management. report on other Legal and regulatory requirements as required by section 143(3) of the act, based on our audit we report 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 financial statements. b) c) in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. the Consolidated Balance sheet, the Consolidated statement of Profit and loss (including other Comprehensive income), Consolidated statement of Changes in equity and the Consolidated statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d) in our opinion, the aforesaid consolidated financial statements comply with the ind as specified under section 133 of the act, read with Rule 7 of the Companies (accounts) Rules, 2014. e) on the basis of the written representations received from the directors of the Parent as on march 31, 2019 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, 2019 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 auditor’s reports of the Parent and its 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 internal financial controls over financial reporting of those companies, for reasons stated therein. g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the act, as amended 426 in our opinion and to the best of information and according to the explanations given to us, the remunerations paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the act. h) 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: • • • The consolidated 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 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 There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Parent, applicable subsidiary companies, associate companies, joint venture and joint operation companies to the extent incorporated in india. For deLoitte HAsKiNs & seLLs LLp Chartered accountants (Firm’s Registration No. 117366W/W-100018) sanjiv V. pilgaonkar (Membership No. 039826) mumbai, may 10, 2019 427 Auditors’ report on Consolidated FinanCial statements annUal RePoRt 2018-19 ANNeXure “A” to tHe iNdepeNdeNt Auditor’s 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”) in conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended march 31, 2019, we have audited the internal financial controls over financial reporting of laRsen & toUBRo limited (hereinafter referred to as “Parent”) and its subsidiary companies (the parent and its subsidiaries together 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 act. 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, which are 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. 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. 428 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 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, 2019, 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 34 subsidiary companies, 1 joint operation company, 7 joint venture companies and 3 associate companies, which are companies incorporated in india, is based solely on the corresponding reports furnished to us by 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 10 subsidiary companies, and 5 joint venture companies, which are companies incorporated in india, whose financial information is unaudited and whose efficacy of internal financial controls over financial reporting is based solely on the management’s certification 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 by and the reports of such other auditors and the financial information certified by the management. For deLoitte HAsKiNs & seLLs LLp Chartered accountants (Firm’s Registration No. 117366W/W-100018) sanjiv V. pilgaonkar (Membership No. 039826) mumbai, may 10, 2019 429 CoNsoLidAted BalanCe sHeet annUal RePoRt 2018-19 Consolidated Balance sheet as at March 31, 2019 Note as at 31-3-2019 v crore v crore as at 31-3-2018 v crore v crore as at 1-4-2017 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 10889.56 2483.56 4254.56 1826.91 4222.91 11435.93 67969.35 3418.93 5648.62 6413.93 10642.04 2143.07 4345.86 1561.78 2030.51 11300.36 11232.97 1944.71 3613.26 1398.66 432.22 11353.23 2766.90 2685.91 1487.38 48234.72 857.60 62714.68 2754.92 4753.78 56032.51 2359.10 3697.51 4847.80 4139.74 14300.22 27787.85 3526.87 1779.09 486.45 22026.52 3286.34 2481.59 3365.47 1793.85 54459.45 614.32 9464.25 33116.98 6834.34 1198.39 559.72 32005.11 4194.41 107874.37 52688.03 7.41 279134.07 87373.20 47897.02 1512.43 243877.45 73193.34 39957.92 1649.37 211004.54 2642.29 4531.81 1862.32 57788.88 1144.05 13946.17 37038.17 6509.49 5216.75 626.69 42530.82 2006.28 430 Consolidated Balance sheet as at March 31, 2019 (contd.) eQuitY ANd LiABiLities: equity equity share capital other equity equity attributable to owners of the Company non-controlling interests 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: due to micro enterprises and small enterprises due to others other financial liabilities other current liabilities Provisions Current tax liabilities (net) liabilities associated with group(s) of assets classified as held for sale totAL eQuitY ANd LiABiLities Note as at 31-3-2019 v crore v crore as at 31-3-2018 v crore v crore as at 1-4-2017 v crore v crore 20 21 280.55 62094.25 280.27 54623.23 186.59 49276.44 62374.80 6826.11 54903.50 5201.43 49463.03 3140.03 22 23 74120.79 354.83 72914.76 353.95 67340.58 226.09 24 50(d) 25 26 27 28 29 30 31 52 74475.62 556.84 311.13 0.55 73268.71 523.54 637.92 67.97 67566.67 526.60 610.95 172.14 29223.84 22210.54 261.12 42733.69 4815.08 19331.85 15277.47 176.16 37621.22 5032.18 16534.47 10078.90 130.26 30164.60 4828.64 99244.27 31166.55 3037.84 1137.16 3.20 279134.07 77438.88 27095.64 2525.05 752.84 1461.97 243877.45 61736.87 23392.13 2667.81 232.71 1495.60 211004.54 CoNtiNGeNt LiABiLities CoMMitMeNts (capital and others) Notes ForMiNG pArt oF tHe FiNANCiAL stAteMeNts 32 33 1 to 69 in terms of our report attached For deloitte HasKins & sells llP Chartered accountants Firm's Registration No.117366W/W-100018 by the hand of sanJiV V. PilGaonKaR Partner Membership No. 39826 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. m. CHitale (din 00101004) sUnita sHaRma (din 02949529) mumbai, may 10, 2019 n. HaRiHaRan Company secretary m. no. a3471 ViKRam sinGH meHta (din 00041197) sanJeeV aGa (DIN 00022065) n. KUmaR (din 00007848) directors 431 CoNsoLidAted stAteMeNt oF PRoFit and loss annUal RePoRt 2018-19 Consolidated statement of profit and Loss for the year ended March 31, 2019 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 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 (net) profit before tax tax expense: Current tax deferred tax (net) Note 34 35 36 37 38 39 42 2018-19 2017-18 v crore v crore v crore v crore 141007.09 1851.53 142858.62 119862.10 1341.93 121204.03 17002.51 - 31059.78 1800.15 2858.57 26346.70 (867.67) 13695.42 7385.63 15245.37 178.94 24056.23 1574.64 2378.50 24639.02 (1315.23) 10540.63 6019.74 99281.09 18100.58 7302.27 1806.04 2084.00 128573.98 1.53 128572.45 14286.17 294.75 14580.92 83317.84 15270.79 7637.18 1538.52 1928.73 109693.06 5.19 109687.87 11516.16 123.00 11639.16 3198.87 8440.29 (435.86) 8004.43 – 50(a) 50(a) 4693.33 (349.99) 3732.27 (533.40) profit after tax share in profit/(loss) of joint ventures/associates (net) profit for the year other comprehensive income A. items that will not be reclassified to profit or loss: equity instruments through other comprehensive income income tax on equity instruments through other comprehensive income 55(f) Gain/(loss) on remeasurements of the net defined benefit plans income tax (expenses)/income 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 (expenses)/income on debt instruments through other comprehensive income Foreign currency translation reserve income tax (expenses)/income on foreign currency translation reserve 24.22 – (30.17) 10.98 (63.01) 7.61 (17.23) (3.25) Carried forward - other comprehensive income 432 4343.34 10237.58 (21.00) 10216.58 24.22 – – 34.84 (5.47) (19.19) 29.37 (45.48) (2.05) 97.61 0.49 (47.53) 98.10 79.94 (55.40) (20.48) (70.85) Consolidated statement of profit and Loss for the year ended March 31, 2019 (contd.) 2018-19 Note v crore v crore (70.85) 2017-18 v crore v crore 79.94 Brought forward - other comprehensive income effective portion of gains/(losses) on hedging instruments in a cash flow hedge income tax (expenses)/income on effective portion of gains and losses on hedging instruments in a cash flow hedge Cost of hedging reserve income tax (expenses)/income 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 69 (283.06) 106.69 26.65 (9.31) 91.06 (8.38) 1.16 (0.52) 82.68 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 (176.37) 17.34 (229.88) 9986.70 8905.13 1311.45 10216.58 (273.99) 44.11 (229.88) 8631.14 1355.56 9986.70 63.51 63.40 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 sanJiV V. PilGaonKaR Partner Membership No. 39826 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. m. CHitale (din 00101004) sUnita sHaRma (din 02949529) mumbai, may 10, 2019 n. HaRiHaRan Company secretary m. no. a3471 ViKRam sinGH meHta (din 00041197) sanJeeV aGa (DIN 00022065) n. KUmaR (din 00007848) directors 433 CoNsoLidAted stAteMeNt oF CHanGes in eqUitY annUal RePoRt 2018-19 Consolidated statement of Changes in equity for the year ended March 31, 2019 A. equity share capital Particulars 2018-19 2017-18 number of shares v crore number of shares 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 1,40,13,69,456 13,59,929 – 280.27 0.28 – 93,29,65,803 16,38,898 46,67,64,755 v crore 186.59 0.33 93.35 issued, subscribed and fully paid up equity shares outstanding at the end of the year 1,40,27,29,385 280.55 1,40,13,69,456 280.27 B. other equity Particulars Share application money pending allotment Equity component of Foreign currency convertible bonds Reserves and surplus Securities premium Capital reserve Capital Redemp- tion Reserve Employee share options (net) Statutory Reserves Retained Earnings v crore Total Non– controlling interests Items of other comprehensive income Total Other Equity Hedging reserve Foreign currency translation reserve Debt instruments through Other Comprehen- sive Income Balance as at 31-3-2017 Change in accounting policy [Refer Note 65] Restated balance as at 1-4-2017 Profit for the year (a) Other comprehensive income (b) Total comprehensive income for the year (a+b) 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 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 interests Increase in non-controlling interests due to dilution/ divestment/acquisition – – – – – – – – – – – – – – – 3.56 – – 153.20 280.28 – 8318.85 303.25 2742.30 37335.32 478.24 347.52 70.97 50029.93 3563.60 53593.53 – – – – – – (753.49) – – – (753.49) (423.57) (1177.06) 153.20 – 280.28 – – 8318.85 – – 303.25 – 2742.30 – 36581.83 7369.86 478.24 – 347.52 – 70.97 49276.44 7369.86 – 3140.03 52416.47 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 – – – – – – – – – – – – – – – – – – – 2.16 – – – – – – – – – – – – – 137.63 – – – – (0.13) – – – – – – – – – – – – – – – 42.00 – 0.02 – (21.30) 31.61 610.61 – (631.33) – – – – – – – (93.35) – – – – – – – – – – – – – – (1960.76) – (441.05) – – – – 113.83 21.38 – – – – – – – – – – – – – (0.28) – – – – – – – – – – – – – – – – 137.63 (0.28) (0.13) 2.16 – 31.61 – – – – 137.63 (0.28) (0.13) 2.16 – 5.57 – 37.18 – (93.35) – (1960.76) – (93.35) (151.20) (2111.96) – (441.05) – (441.05) – – 3.56 – 3.56 113.83 (113.83) – – 21.38 1685.36 1706.74 Balance as at 31-3-2018 3.56 153.20 282.44 42.00 8363.02 313.56 3352.91 41077.32 572.67 437.77 24.78 54623.23 5201.43 59824.66 434 Consolidated statement of Changes in equity for the year ended March 31, 2019 (contd.) Particulars Share application money pending allotment Equity component of Foreign currency convertible bonds Reserves and surplus Securities premium Capital reserve Capital Redemp- tion Reserve Employee share options (net) Statutory Reserves Retained Earnings v crore Total Non– controlling interests Items of other comprehensive income Total Other Equity Hedging reserve Foreign currency translation reserve Debt instruments through Other Comprehen- sive Income 3.56 153.20 282.44 42.00 8363.02 313.56 3352.91 41077.32 572.67 437.77 24.78 54623.23 5201.43 59824.66 – – – – – – – (1237.65) – – – (1237.65) (2.73) (1240.38) 3.56 – 153.20 282.44 – – 42.00 8363.02 – – 313.56 – 3352.91 39839.67 8905.13 – 572.67 – 437.77 – 24.78 53385.58 8905.13 – 5198.70 58584.28 1311.45 10216.58 Balance as at 31-3-2018 Change in accounting policy [Refer Note 1(i) and 44(h)] Restated balance as at 1-4-2018 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 Transfer from/(to) retained earnings during the year Employee share options (net) Dividend paid for the previous year Additional tax on dividend paid for the previous year Net gain/loss on transactions with non-controlling interests Increase in non-controlling interests due to dilution/ divestment/acquisition Balance as at 31-3-2019 – – (3.56) – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 108.97 – – – – – – – – – – – – – – – – – (12.19) 35.68 498.77 – (486.58) – – – – – – (2243.18) – (427.02) – 2634.66 – (27.65) 5.50 (31.94) (192.40) (55.15) (273.99) 44.11 (229.88) 8910.63 (31.94) (192.40) (55.15) 8631.14 1355.56 9986.70 – – – – – – – – – (0.37) – – – – – – – – – – 105.41 6.50 111.91 (0.37) – (0.37) – 35.68 – 117.43 – 153.11 – (2243.18) (199.53) (2442.71) – (427.02) (50.01) (477.03) – 2634.66 (2634.66) – – (27.65) 3032.12 3004.47 153.20 282.44 42.00 8471.99 337.05 3851.68 48200.53 540.73 245.00 (30.37) 62094.25 6826.11 68920.36 in terms of our report attached For deloitte HasKins & sells llP Chartered accountants Firm's Registration No.117366W/W-100018 by the hand of sanJiV V. PilGaonKaR Partner Membership No. 39826 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. m. CHitale (din 00101004) sUnita sHaRma (din 02949529) mumbai, may 10, 2019 n. HaRiHaRan Company secretary m. no. a3471 ViKRam sinGH meHta (din 00041197) sanJeeV aGa (DIN 00022065) n. KUmaR (din 00007848) directors 435 CoNsoLidAted stAteMeNt oF CasH FloWs annUal RePoRt 2018-19 Consolidated statement of Cash Flows for the year ended March 31, 2019 A. Cash flow from operating activities: profit before tax (excluding non-controlling interests and exceptional items) adjustments for : dividend income depreciation, amortisation, impairment and obsolescence exchange difference on items grouped under financing/investing activities effect of exchange rate changes on cash and cash equivalents expenses on buyback of shares Finance costs 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 a subsidiary classified under developmental projects segment (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 and other payables 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: expenditure on acquisition 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 cash and other bank balances not available for immediate use 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 joint ventures/associate dividend received from other investments 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 436 2018-19 v crore 2017-18 v crore 14286.17 11516.16 (236.91) 2084.00 (101.14) 49.59 17.38 1806.04 (900.58) (591.37) (65.33) (415.61) 21.81 157.97 – 16112.02 (9395.14) 330.68 6672.34 13719.90 (13855.16) (135.26) (4581.59) (4716.85) (4282.61) 807.98 (1862.54) 653.36 (3032.80) (3988.12) (93.62) 43.62 730.61 19.44 236.91 (21.81) 67.00 (309.86) 33.05 – (10999.39) (2748.08) 1928.73 (31.03) (53.53) – 1538.52 (665.67) (686.23) 2217.72 – 125.74 111.39 (5.58) 13248.14 (14501.11) (642.38) 11727.02 9831.67 (16459.25) (6627.58) (3403.44) (10031.02) (2877.17) 862.13 (1164.82) 428.59 2551.37 484.65 (621.93) 229.89 529.30 0.66 2748.08 (125.74) 1048.29 (213.77) 50.47 (15.50) 3914.50 Consolidated statement of Cash Flows for the year ended March 31, 2019 (contd.) C. Cash flow from financing activities: Proceeds from issue of share capital (including share application money)[net] Proceeds from non-current borrowings [Note 62] Repayments of non-current borrowings [Note 62] Proceeds from other borrowings (net) [Note 62] Payment (to)/from non-controlling interests (net)- including sale proceeds on divestment of part stake in subsidiary companies settlement of derivative contracts related to borrowings dividend 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 the end of the year 2018-19 v crore 11.31 24181.62 (14081.42) 7765.14 2884.85 308.95 (2243.18) (403.93) (2982.36) 15440.98 (275.26) 6798.69 6523.43 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 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 bank balances 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 bank balances 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. as at 31-3-2019 v crore 6509.49 5216.75 290.07 12016.31 13.94 5216.75 290.07 6523.43 as at 31-3-2018 v crore 6834.34 1198.39 320.31 8353.04 (35.65) 1198.39 320.31 6798.69 in terms of our report attached For deloitte HasKins & sells llP Chartered accountants Firm's Registration No.117366W/W-100018 by the hand of sanJiV V. PilGaonKaR Partner Membership No. 39826 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. m. CHitale (din 00101004) sUnita sHaRma (din 02949529) mumbai, may 10, 2019 n. HaRiHaRan Company secretary m. no. a3471 ViKRam sinGH meHta (din 00041197) sanJeeV aGa (DIN 00022065) n. KUmaR (din 00007848) directors 437 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 the 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 10, 2019. (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: (i) (ii) 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 (iii) 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. 438 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 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 interests represent that part of the total comprehensive income and net assets of subsidiaries attributable to interest which is 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 ventures 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 ventures. 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 ventures 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 joint venture or associate 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 and associate, 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 and associates 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 a joint venture or associate exceeds the Group’s interest in that joint venture or associate (which includes any long term interests that, in substance, form part of the Group’s net investment in the joint venture or associate), 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 joint venture or associate. (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. 439 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 the Group has adopted ind as 115 “Revenue from Contracts with Customers” effective april 1, 2018. ind as 115 supersedes ind as 11 “Construction Contracts” and ind as 18 “Revenue”. the Group has applied ind as 115 using the modified retrospective method and the cumulative impact of transition to ind as 115 has been adjusted against the Retained earnings as at april 1, 2018. accordingly, the figures of the previous year are not restated under ind as 115. the Group recognises revenue from contracts with customers when it satisfies a performance obligation by transferring promised goods or service to a customer. the revenue is recognised to the extent of transaction price allocated to the performance obligation satisfied. Performance obligation is satisfied over time when the transfer of control of good or service to a customer is done over time and in other cases, performance obligation is satisfied at a point in time. For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. the progress is measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. transaction price is the amount of consideration to which the Group expects it to be entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of a third party. Variable consideration is estimated using the expected value method or most likely amount as appropriate in a given circumstance. Payment terms agreed with a customer are as per business practice and the financing component, if significant, is separated from the transaction price and accounted as interest income. Costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged-off in profit & loss immediately in the period in which such costs are incurred. incremental costs of obtaining a contract, if any, and costs incurred to fulfil a contract are amortised over the period of execution of the contract in proportion to the progress measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. significant judgments are used in: a. determining the revenue to be recognised in case of performance obligation satisfied over a period of time. Revenue recognition is done by measuring the progress towards complete satisfaction of performance obligation. the progress is 440 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) measured in terms of a proportion of actual cost incurred to-date, to the total estimated cost attributable to the performance obligation. b. determining the estimated losses, which are recognised in the period in which such losses become probable based on the expected total contract cost as at the reporting date. 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. Revenue from sale of goods including contracts for supply/commissioning of complex plant and equipment is recognised as follows: Revenue from sale of manufactured and traded goods is recognised when the control of the same is transferred to the customer and it is probable that the Group will collect the consideration to which it is entitled for the exchanged goods. Performance obligations in respect of contracts for sale of manufactured and traded goods is considered as satisfied at a point in time when the control of the same is transferred to the customer and where there is an alternative use of the asset or the company does not have either explicit or implicit right of payment for performance completed till date. in case where there is no alternative use of the asset and the company has either explicit or implicit right of payment considering legal precedents, performance obligation is considered as satisfied over a period of time and revenue is recognised over time. B. Revenue from construction/project related activity is recognised as follows: • • Cost plus contracts: Revenue from cost plus contracts is recognised over time and is determined with reference to the extent performance obligations have been satisfied. the amount of transaction price allocated to the performance obligations satisfied represents the recoverable costs incurred during the period plus the margin as agreed with the customer. Fixed price contracts: Contract revenue is recognised over time to the extent of performance obligation satisfied and control is transferred to the customer. Contract revenue is recognised at allocable transaction price which represents the 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. impairment loss (termed as provision for foreseeable losses in the financial statements) is recognised in profit or loss to the extent the carrying amount of the contract asset exceeds the remaining amount of consideration that the company expects to receive towards remaining performance obligations (after deducting the costs that relate directly to fulfill such remaining performance obligations). in addition, the Group recognises impairment loss (termed as provision for expected credit loss on contract assets in the financial statements) on account of credit risk in respect of a contract asset using expected credit loss model on similar basis as applicable to trade receivables. 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 contract asset and termed 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 contract liability and termed as “due to customers”. amounts received before the related work is performed are disclosed in the Balance sheet as contract liability and termed as “advances from customer”. the amounts billed on customer for work performed and are unconditionally due for payment i.e only passage of time is required before payment falls due, are disclosed in the Balance sheet as trade receivables. the amount of retention money held by the customers pending completion of performance milestone is disclosed as part of contract asset 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. 441 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) d. Revenue from property development activities : (i) effective april 1, 2018, Revenue from property development activities is recognised when performance obligation is satisfied, customer obtains control of the property transferred and a reasonable expectation of collection of the sale consideration from the customer exists. the costs incurred on property development activities are carried as “inventories” till such time the aforesaid conditions are fulfilled. (ii) For the periods ended on or before march 31, 2018, the revenue from the 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 e. in the case of the developmental project business and the realty business, revenue includes profit on sale of investment property or sale of stake in the subsidiary and/or joint venture companies as the sale/divestments are inherent in the business model. F. Rendering of services Revenue from rendering of services is recognised over time as and when the customer receives the benefit of the company’s performance and the Company has an enforceable right to payment for services transferred. 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 over a period of time when relevant services are rendered and related costs are incurred. Revenue from fixed price contracts is recognised over a period of time 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. G. income from interest-bearing loans is recognised on accrual basis over the life of the loans based on the effective yield. 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. 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. 442 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) 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 (upto the date of sale) 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 represents income earned from the activities incidental to the business and is recognised when the performance obligation is satisfied and the right to receive the income is established as per the terms of the contract. (j) 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. Government grants, which are revenue in nature and are towards compensation for the qualifying costs, incurred by the Group, are recognised as other 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 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. d. 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. (k) 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. (l) 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 443 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) 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. (m) 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. (n) 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. 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 444 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) F. 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 four 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 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. (o) 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 445 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) 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. (p) 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. 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. 446 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) (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. (q) 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. (ii) operating leases: the leases which are not classified as finance lease are operating leases. a. lease rentals on assets taken 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) (r) 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 447 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) • 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 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 448 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) 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. (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 premium 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 premium 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 premium 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 449 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) 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. (s) 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. 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. (t) 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 bank balances. (u) securities premium (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. (v) Borrowing Costs Borrowing costs include finance costs 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 finance costs. in cases where hedging instruments are acquired for protection against exchange rate risk related to borrowings and are accounted as hedging a time-period related hedge item, the borrowing costs also include the amortisation 450 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) of premium element of the forward contract and foreign currency basis spread as applicable, over the period of the hedging instrument. 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. (w) 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. the share based payment equivalent to the fair value as on the date of grant of employee stock options granted to key managerial personnel is disclosed as a related party transaction in the year of grant. (x) 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 finance costs on those foreign currency borrowings; 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) exchange rate as of the date on which the non-monetary asset or non-monetary liability is recognised on payment or receipt of advance consideration is used for initial recognition of related asset, expense or income. (iv) 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 interests is reflected as part of non- controlling interests. 451 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) (y) 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 finance costs 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 finance costs 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 finance costs 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. (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(w) 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. (z) 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 applicable tax laws, 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. 452 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) 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. 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 realized. Deferred tax assets in respect of unutilised tax credits which mainly relate to minimum alternate tax and dividend distribution tax paid or payable by the subsidiary companies are recognized, to the extent it is probable of such unutilised tax credits will get realized, in the period in which such determination is made. 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. (aa) 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. 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. 453 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [1] (contd.) (ab) 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. (ac) 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. (ad) 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. (ae) 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. 454 Notes forming part of the Consolidated Financial statements (contd.) Note [2] property, plant and equipment and Capital work-in-progress Cost As at 1-4-2018 Pursuant to acquisition of subsidiaries Additions Foreign currency fluctuation Depreciation Impairment Book value v crore Deductions As at 31-3-2019 Up to 31-3-2018 Pursuant to acquisition of subsidiaries For the year Foreign currency fluctuation Deductions Up to 31-3-2019 Up to 31-3-2018 Up to 31-3-2019 As at 31-3-2019 As at 31-03-2018 573.31 451.79 1025.10 3664.27 636.35 1.12 637.47 321.35 1.02 322.37 381.62 11.81 393.43 383.11 30.68 413.79 244.45 36.73 – – – 0.82 0.01 – 0.01 2.05 – 2.05 0.45 – 0.45 0.07 – 0.07 – – – – – 352.93 0.05 352.98 168.69 780.33 41.32 821.65 239.94 – 239.94 60.45 – 60.45 30.97 – 30.97 77.75 – 77.75 – 92.79 0.26 0.58 0.84 20.44 51.44 – 51.44 0.79 – 0.79 2.04 – 2.04 3.88 – 3.88 6.86 – 6.86 – – 7.07 0.24 7.31 15.17 919.43 452.18 1371.61 3839.05 – 9.63 9.63 488.95 200.24 24.33 224.57 7851.31 184.37 8035.68 2729.71 14.76 2744.47 30.60 0.84 31.44 9.17 1.00 10.17 10.78 3.92 14.70 43.87 17.03 60.90 848.53 0.28 848.81 375.12 0.02 375.14 405.76 7.89 413.65 423.85 13.65 437.50 364.12 1.10 365.22 180.47 0.87 181.34 164.06 5.57 169.63 175.03 13.40 188.43 – – 244.45 129.52 16.38 14.21 – – – 0.50 0.01 – 0.01 1.14 – 1.14 0.09 – 0.09 0.02 – 0.02 – – – – – – 17.98 17.98 147.46 925.04 15.67 940.71 146.08 0.10 146.18 65.11 0.05 65.16 61.12 1.51 62.63 57.35 3.13 60.48 13.67 5.75 Class of assets Land Freehold Taken on lease Sub total - Land Buildings Plant & equipment Owned Leased out 7219.77 167.38 Sub total - Plant & equipment 7387.15 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 Aircraft Ships Dredged channel and Breakwater structures Leasehold Improvements Sub total - Other assets Total Previous year Add: Capital work-in-progress – 0.15 0.15 7.36 – 0.07 0.07 9.51 – 27.69 27.69 634.76 – – – 189.31 – – – 195.54 919.43 424.49 1343.92 3008.75 573.31 442.16 1015.47 2986.01 25.80 – 25.80 118.90 15.43 134.33 3561.66 15.00 3576.66 28.36 – 28.36 28.95 – 28.95 4260.70 169.37 4430.07 4461.70 152.62 4614.32 0.02 0.72 0.74 1.48 – 1.48 2.77 – 2.77 4.82 – 4.82 – – 27.67 1.66 29.33 8.43 0.92 9.35 6.65 1.30 7.95 28.05 9.98 38.03 483.69 0.26 483.95 238.72 – 238.72 221.32 5.78 227.10 209.15 6.55 215.70 – – 30.05 19.96 – – – 0.01 – 0.01 0.24 – 0.24 – – – – – – – – 0.01 – 0.01 0.24 – 0.24 – – – – – – – – 224.74 217.92 364.84 0.02 364.86 136.39 0.02 136.41 184.20 2.11 186.31 214.70 7.10 221.80 272.23 0.02 272.25 140.87 0.15 141.02 217.32 6.24 223.56 208.08 17.28 225.36 214.40 109.56 228.07 22.52 843.52 802.92 69.94 70.56 1197.44 1164.05 10889.56 10642.04 2483.56 2143.07 13373.12 12785.11 1011.08 114.50 1406.76 15250.34 – – – 3.40 2.37 15.42 110.58 1863.01 14288.11 161.76 1270.57 – (0.03) (0.03) 86.26 19.17 1013.45 – 129.39 0.50 0.50 1516.81 364.76 16838.25 167.56 44.56 242.71 4390.38 – – – 1.76 48.81 14.56 82.79 1523.39 – (0.02) (0.02) 43.10 5.84 0.27 6.11 234.68 210.53 58.83 319.37 5723.95 – – – 217.92 489.27 15250.34 2952.14 139.58 1502.55 4.56 208.45 4390.38 Notes: (a) Carrying value of property, plant and equipment pledged as collateral for liabilities and/or commitments as at march 31, 2019 R 2073.80 crore (previous year: R 2073.45 crore). (b) Carrying value of property, plant and equipment having restriction on title as at march 31, 2019 R 2047.41 crore (previous year: R 2042.16 crore). (c) depreciation for the year includes R 8.06 crore (previous year: R 4.85 crore) on account of obsolescence. 455 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [2] (contd.) (d) increase in impairment as on march 31, 2019 is on account of foreign currency fluctuation R 6.82 crore. Further impairment on CWiP during the year is R 175.55 crore. impairment during the previous year was R 115.41 crore and reversal of impairment during the previous year was R 0.49 crore. (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, 2018 of individual assets has been reclassified, wherever necessary. (g) 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 dredged channel and Breakwater structures leasehold land Buildings Plant and equipment Computers office equipment Furniture and fixtures owned vehicles aircraft ships minimum useful life (in years) 15 5 3 3 3 3 3 18 14 50 maximum useful life (in years) 99 61 35 7 30 12 15 18 15 50 Note [3] investment property Cost Depreciation Impairment Book value v crore Class of assets As at 1-4-2018 Additions Foreign currency fluctuation Land Buildings Total 31.21 581.80 1396.85 188.58 1978.65 219.79 0.62 - 0.62 Transfer (to)/from inventories and owners occupied property (51.84) (106.18) (158.02) Deductions As at 31-03-2019 Up to 31-03-2018 For the period Foreign currency fluctuation 8.01 553.78 104.63 1374.62 112.64 1928.40 5.33 29.62 34.95 8.14 26.64 34.78 Previous year Add: Capital work-in-progress 188.81 1777.90 0.05 24.37 12.48 1978.65 8.87 30.43 Transfer (to)/from inventories and owners occupied property (0.79) (4.38) (5.17) Deductions Up to 31-3-2019 Up to 31-3-2018 Up to 31-3-2019 As at 31-3-2019 As at 31-3-2018 – 13.25 13.25 12.68 38.63 51.31 2.48 – 2.48 4.71 – 573.99 536.39 1335.99 1367.23 4.71 1872.38 1941.22 0.98 5.33 34.95 2.48 2382.18 2404.64 4254.56 4345.86 – – – – Notes: (a) Carrying value of investment property pledged as collateral for liabilities and/or commitments and having restriction on title as at march 31, 2019 R 0.16 crore (previous year: R 0.16 crore) (b) Useful life of building included in investment property: 20 to 60 years (c) 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 2018-19 148.71 7.37 v crore 2017-18 73.31 3.03 (d) Fair value of investment property: R 6456.76 crore as at March 31, 2019 (R 6448.68 crore as at March 31, 2018). 456 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 valuers on a case to case basis. Fair value of property that are evaluated by independent valuers amounted to R 2693.38 crore. (previous year: R 2510.89 crore). Valuation is based on government rates, market research, marked trend and comparable values as considered appropriate. impairment during the year R 2.23 crore includes R 0.15 crore on account of foreign currency fluctuation on land and R 99.33 crore on CWiP (previous year: R 2.48 crore on land and R 133.49 crore on CWiP) (f) Note [4] Goodwill Class of assets As at 1-4-2018 Additions* Cost Foreign currency fluctuation Deductions As at 31-3-2019 Up to 31-3-2018 Goodwill on consolidation Previous year 1609.88 259.67 5.46 – 1875.01 1446.76 245.24 42.67 124.79 1609.88 – – # Impairment upto 31-03-2019 R 48.10 crore, during the year R nil * Refer Note 51 Pursuant to acquisition of subsidiaries – – Note [5] other intangible assets and intangible assets under development Amortisation For the period Foreign currency fluctuation Impairment Book value v crore Deductions Up to 31-3-2019 As at 31-3-2019 As at 31-3-2019 As at 31-3-2018 – – – – – – – 48.10 # 1826.91 1561.78 – 48.10 1561.78 As at 1-4-2018 1072.92 120.02 6.25 Pursuant to acquisition of subsidiaries 0.06 – 3.86 Cost Additions 126.65 7.48 – Foreign currency fluctuation 6.54 – – Deductions As at 31-3-2019 Up to 31-3-2018 1.14 6.70 – 1205.03 120.80 10.11 862.10 49.22 6.24 Pursuant to acquisition of subsidiaries 0.01 – – Amortisation For the year 112.86 14.80 3.86 Foreign currency fluctuation 4.25 – – v crore Book value Deductions Up to 31-3-2019 As at 31-3-2019 As at 31-3-2018 1.05 6.70 – 978.17 57.32 10.10 226.86 63.48 0.01 210.82 70.80 0.01 223.39 – 77.07 (0.32) 7.60 292.54 108.52 – 42.55 (0.07) 7.28 143.72 148.82 114.87 Class of assets Specialised Software Technical knowhow Trade Names New Product Design and Development Customer contracts and relationship 207.85 Fare Collection Rights 1548.23 3178.66 Total 53.81 – 57.73 0.32 2175.17 2386.69 Previous year Add: Intangible assets under development 1349.39 78.04 1732.76 6.71 – 12.93 25.36 – – 15.44 6.89 268.69 3723.40 5620.57 3178.66 112.11 9.96 1148.15 917.17 – – 0.01 0.03 45.47 37.68 257.22 220.86 3.13 – 7.31 16.07 – – 15.03 5.98 160.71 47.64 1397.66 1148.15 95.74 107.98 3675.76 1538.27 4222.91 2030.51 11435.93 11300.36 15658.84 13330.87 addition to other intangible assets include internally developed intangible assets: R 88.02 crore (previous year: R 74.43 crore) Notes: (a) Borrowing cost capitalised in accordance with ind as 23 “Borrowing Costs” is as follows: investment property Capital work-in-progress (PPe) intangible assets under development Class of assets (b) The average capitalization rate for borrowing cost is 9.70%. (previous year: 10.06%) 2018-19 13.89 134.34 942.07 1090.30 v crore 2017-18 51.98 102.45 914.93 1069.36 457 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [6] Non-current Assets : Financial Assets - other investments Particulars equity instruments Preference shares Government and trust securities debentures and bonds mutual funds security receipt Units of fund Note [7] Non-current Assets : Financial Assets - Loans Particulars security deposits Considered good - unsecured less: allowance for expected credit loss loans and advances to related parties Considered good - unsecured others loans Considered good - secured Considered good - unsecured less: allowance for expected credit loss Credit impaired less: allowance for expected credit loss as at 31-3-2019 as at 31-3-2018 v crore 574.21 312.30 1832.55 813.20 19.69 791.07 188.79 4531.81 v crore 667.19 285.72 – 1248.10 18.94 1016.88 128.64 3365.47 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 244.12 28.30 234.55 26.16 215.82 1645.35 0.08 1.07 – 1862.32 114.87 113.80 0.36 0.36 208.39 1584.23 0.23 1.00 – 1793.85 1.00 – 0.34 0.34 458 Notes forming part of the Consolidated Financial statements (contd.) Note [8] Non-current Assets : Financial Assets - Loans towards financing activities Particulars Considered good - secured less: allowance for expected credit loss Considered good - unsecured less: allowance for expected credit loss Having significant increase in credit risk less: allowance for expected credit loss Credit impaired less: allowance for expected credit loss Note [9] Non-current Assets : Financial Assets- others Particulars Cash and bank balances 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) as at 31-3-2019 as at 31-3-2018 v crore 38843.70 155.71 14988.60 139.05 2029.89 178.47 6270.60 3870.68 v crore v crore 36137.14 127.37 v crore 38687.99 36009.77 13606.72 38.33 14849.55 13568.39 2336.04 168.78 1851.42 2167.26 7613.56 4899.53 2399.92 57788.88 2714.03 54459.45 as at 31-3-2019 as at 31-3-2018 v crore 290.07 201.04 432.32 6.15 214.47 1144.05 v crore 320.31 – 238.38 5.06 50.57 614.32 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 5.38 165.72 21.48 53.83 171.10 1986.60 3490.92 5648.62 75.31 1903.98 2774.49 4753.78 459 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [11] Current Assets: inventories Particulars Raw materials [include goods-in-transit R 53.34 crore (previous year: R 18.52 crore)] Components [include goods-in-transit R 31.55 crore (previous year: R 23.34 crore)] Construction materials [include goods-in-transit R 114.55 crore (previous year: R 67.32 crore)] manufacturing work-in-progress Finished goods stock-in-trade (in respect of goods acquired for trading) [include goods-in- transit R 38.79 crore (previous year: R 26.31 crore)] stores and spares [including goods-in-transit R 2.25 crore (previous year: R 3.77 crore)] loose tools [include goods-in-transit R 0.05 crore (previous year: R nil)] Property development projects (including land) as at 31-3-2019 as at 31-3-2018 v crore 722.75 529.55 221.57 651.70 301.74 386.27 295.49 14.66 3290.20 6413.93 v crore 529.15 474.91 151.41 630.27 245.25 285.67 209.55 14.12 2307.47 4847.80 note: during the year R 468.74 crore (previous year: R 161.42 crore) was recognised as expense towards write-down of inventories. Note [12] Current Assets: Financial Assets - investments Particulars equity instruments Government and trust securities debentures and bonds mutual funds Preference shares Note [13] Current Assets: Financial Assets - trade receivables Particulars Considered good-secured Considered good-unsecured less: allowance for expected credit loss Credit impaired less: allowance for expected credit loss 460 as at 31-3-2019 as at 31-3-2018 v crore 8.28 962.66 4192.93 8781.62 0.68 13946.17 v crore 176.80 1206.48 3712.59 4366.71 1.67 9464.25 as at 31-3-2019 as at 31-3-2018 v crore 38768.94 1989.56 1201.07 1011.27 v crore 68.99 v crore 34933.21 2065.03 v crore 54.97 36779.38 32868.18 1028.90 835.07 189.80 37038.17 193.83 33116.98 Notes forming part of the Consolidated Financial statements (contd.) Note [14] Current Assets : Financial Assets - 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] Current Assets : Financial Assets - 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* earmarked balances with banks-others margin money deposits with banks Cash and bank balances not available for immediate use * Real Estate (Regulation and Development) Act, 2016 Note [16] Current Assets: Financial Assets - Loans Particulars security deposits Considered good - unsecured less: allowance for expected credit loss Credit impaired less: allowance for expected credit loss loans and advances to related parties Considered good - unsecured others loans Considered good - secured Considered good - unsecured as at 31-3-2019 as at 31-3-2018 v crore 4261.34 624.49 37.44 1586.22 6509.49 v crore 3710.42 838.52 64.02 2221.38 6834.34 as at 31-3-2019 as at 31-3-2018 v crore 845.70 85.34 0.41 1.10 149.08 4135.12 5216.75 v crore 900.03 64.09 7.92 – 31.46 194.89 1198.39 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 508.60 0.46 5.07 5.07 479.23 0.46 508.14 478.77 5.89 5.89 – 66.46 0.15 51.94 626.69 – 18.20 0.33 62.42 559.72 461 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [17] Current Assets: Financial Assets - Loans towards financing activities as at 31-3-2019 as at 31-3-2018 v crore 34028.69 52.19 130.77 8108.95 146.77 801.03 78.12 v crore v crore v crore 24227.43 42.73 49.90 33845.73 24134.80 7228.94 70.08 7962.18 7158.86 757.45 46.00 722.91 42530.82 711.45 32005.11 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 11.56 61.11 6.27 64.69 72.67 974.20 919.66 39.75 70.96 3428.27 643.92 51.26 27.11 617.30 644.41 644.41 27.11 175.79 202.90 202.90 – 2006.28 – 4194.41 Particulars Considered good - secured less: allowance for expected credit loss less: net fair value changes Considered good - unsecured less: allowance for expected credit loss Having significant increase in credit risk less: allowance for expected credit loss Note [18] Current assets: Financial Assets - others Particulars advances to related parties: associate companies Joint venture companies advances recoverable in cash Forward contract receivables embedded derivative receivables doubtful advances: deferred credit sale of ships other loan and advances less: allowance for expected credit loss 462 Notes forming part of the Consolidated Financial statements (contd.) Note [19] other current assets Contract assets [Refer note 44(d)] Particulars as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore due from customers (construction and project related activity) Retention money including unbilled revenue 31847.85 15172.45 28772.62 13991.12 Balance with customs, port trust, etc. advance recoverable other than in cash Government grant receivable other loans and advances less: allowance for expected credit loss others Note [20] equity share capital 7.00 7.00 47020.30 16.88 5276.50 123.51 – 250.84 52688.03 6.99 6.99 42763.74 61.44 4789.58 127.80 – 154.46 47897.02 (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 as at 31-3-2019 as at 31-3-2018 number of shares v crore number of shares v crore 1,62,50,00,000 325.00 1,62,50,00,000 325.00 1,40,27,29,385 280.55 1,40,13,69,456 280.27 (b) reconciliation of the number of equity shares and share capital: Particulars 2018-19 2017-18 number of shares v crore number of shares issued, subscribed and fully paid up equity shares outstanding at the beginning of the year 1,40,13,69,456 280.27 93,29,65,803 add: shares issued on exercise of employee stock options during the year 13,59,929 0.28 16,38,898 add: shares issued as bonus on July 15, 2017 – – 46,67,64,755 v crore 186.59 0.33 93.35 issued, subscribed and fully paid up equity shares outstanding at the end of the year 1,40,27,29,385 280.55 1,40,13,69,456 280.27 (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. 463 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [20] (contd.) (d) shareholder holding more than 5% of equity shares: name of the shareholder life insurance Corporation of india l&t employees Welfare Foundation as at 31-3-2019 as at 31-3-2018 number of shares 24,66,76,682 17,21,28,421 shareholding % 17.59 12.27 number of shares 24,63,52,777 17,21,28,421 shareholding % 17.58 12.28 (e) shares reserved for issue under options outstanding 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 31-3-2019 as at 31-3-2018 number of equity shares to be issued as fully paid 28,85,240 R crore (at face value) 0.58* number of equity shares to be issued as fully paid 42,65,623@ R crore (at face value) 0.85* bonds (FCCB) 95,20,455 1.90** 95,20,455@ 1.90** the equity shares will be issued at a premium of R 71.99 crore (previous year: R 94.42 crore) * ** the equity shares will be issued at a premium of R 1214.50 crore (previous year: R 1214.50 crore) on the exercise of options by the bond holders note 20(h)(i) 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, 2019 are 46,67,64,755 (previous period of five years ended march 31, 2018: 77,50,59,331 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, 2019 – nil (previous period of five years ended march 31, 2018: nil) (h) stock option of the parent company 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 10 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 464 2000 2002 (A) 2002 (B) 2003 ( A) 2003(B) 2006 2006(A) 2017-18 2:00 2018-19 2.00 1-6-2000 1-6-2001 2017-18 2.00 2018-19 2.00 19-4-2002 19-4-2003 2017-18 2.00 2018-19 2.00 19-4-2002 19-4-2003 2018-19 7.80 2017-18 7.80 23-5-2003 onwards 23-5-2004 onwards 2018-19 7.80 2017-18 7.80 2018-19 267.10 2017-18 267.10 2018-19 267.10 2017-18 267.10 23-5-2003 onwards 23-5-2004 onwards 1-9-2006 onwards 1-9-2007 onwards 1-7-2007 onwards 1-7-2008 onwards 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 – 1,08,685 – – – – – – – 13,200 – – – – – 32,250 – – – – – 59,550 – – – – – – – 17,700 29,789 – – – – 6,200 39,708 – 4,94,210 47,178 – 4,15,042 – 1,36,876 – 28,94,772 – 19,800 – 48,375 – 89,325 – 70,767 – 6,22,567 – 2,05,321 – 43,42,684 19,800 – 48,375 – 89,325 – 70,767 – 1,05,342 49,313 – 2,02,516 3,51,935 4,51,376 Notes forming part of the Consolidated Financial statements (contd.) Note [20] (contd.) Sr. No. 11 12 13 Series reference 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 contractual life of options (in years) * Record date: July 14, 2017 2000 2002 (A) 2002 (B) 2003 ( A) 2003(B) 2006 2006(A) 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 – – – – – – – 19,800 19,800 – – – – – – – – 48,375 48,375 – – – – – – – – 89,325 89,325 – – – – – – – 25,200 71,600 – 2,34,441 1,56,962 70,767 1,73,309 4,87,892 10,750 1,30,806 70,767 – 1,62,559 3,57,086 Nil Nil Nil Nil Nil Nil Nil Nil 4.95 4.72 – – – – – – – 6,39,890 5,73,580 2,805 11,25,488 9,15,424 – 27,11,931 35,49,464 – 9,76,795 15,63,209 – 17,35,136 19,86,255 Nil 4.15 3.74 iii. the number and weighted average exercise price of stock options are as follows: 2018-19 2017-18 Particulars no. of stock options no. of stock options 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 iv. Weighted average share price at the date of exercise for stock options exercised during the year is R 1272.80 (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) 223.35 – – – – – 257.28 222.40 139.58 251.52 264.28 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 42,65,623 – – – – – 6,65,090 13,59,929 6,85,544 28,85,240 9,87,545 v. R 1106.67) per share. 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 986.95 (previous year: R 965.25) 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. (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 2018-19 2017-18 7.44% 4.09 years 25.73% R 65.41 per option R 1225.00 per option R 257.28 per share 6.83% 4.17 years 27.92% R 58.37 per option R 1178.47 per option R 229.73 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 share options (net) account as at march 31, 2019 is R 106.91 crore (previous year: R 108.59 crore), including R 52.29 crore (previous year: R 76.12 crore) for which the options have been vested to employees as at march 31, 2019. (i) during the year ended march 31, 2019, the Company paid the final dividend of R 16 per equity share for the year ended march 31, 2018. 465 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [20] (contd.) (j) on may 10, 2019 the Board of directors has recommended the final dividend of R 18.00 per equity share for the year ended march 31, 2019 subject to approval of shareholders. on approval, the total dividend payment based on number of shares outstanding as on march 31, 2019 is expected to be R 2524.91 crore and the payment of dividend distribution tax is expected to be R 484.03 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 is 1.81:1 (as at 31-3-2018: 1.79:1). (i) (l) stock option schemes of subsidiary companies: larsen & toubro infotech limited employee stock ownership scheme (‘esos Plan’) (a) the options are vested equally over a period of 5 years subject to the discretion of the management and fulfillment of certain conditions. the 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. (B) The details of the grants under the aforesaid schemes under various series are summarized below: Sr. No. i ii iii iv v vi Particulars Grant Price Grant Dates Vesting commences on ESOP scheme 2000 ESOP Scheme 2000 I,II & III IV - XXI 2018-19 R 5 2017-18 R 5 2018-19 R 2 2017-18 R 2 01 April 2001 onwards 01 April 2002 onwards 01 October 2001 onwards 01 October 2002 onwards U.S. Stock Option Sub-plan 2006 2017-18 USD 2.4 2018-19 USD 2.4 15 March 2007 onwards 15 March 2008 onwards ESOP scheme 2015 2018-19 R 1 2017-18 R 1 10 June 2016 onwards 10 June 2017 onwards Options granted & outstanding at the beginning of the year Options granted during the year Options allotted/exercised during the year 21,345 – 36,720 – 6,85,302 14,50,725 – – 39,000 – 47,000 28,50,140 35,96,300 1,29,300 3,59,400 9,130 3,375 615,091 6,73,315 6,000 8,000 8,80,600 7,43,460 vii Options Lapsed/cancelled during the year 375 12,000 12,021 92,108 – – 2,12,080 1,32,000 viii Options granted & outstanding at the end of the year 11,840 21,345 58,190 6,85,302 33,000 39,000 21,16,860 28,50,140 ix x Options vested at the end of the year out of (viii) Options unvested at the end of the year out of (viii) xi Weighted average remaining contractual life of options (in years) 11,840 21,345 58,190 4,47,852 33,000 39,000 1,02,360 3,12,600 – – – – – – 2,37,450 0.7 – – – 20,14,500 25,37,540 – 4.7 5.3 (C) 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 (v) 2018-19 2017-18 no. of stock options Weighted average exercise price (R) no. of stock options Weighted average exercise price (R) 35,95,787 3,59,400 15,10,821 2,24,476 22,19,890 2,05,390 2.89 1.00 2.09 1.06 3.50 28.02 51,30,745 1,29,300 14,28,150 2,36,108 35,95,787 8,20,797 2.73 1.00 2.35 1.59 2.90 9.03 466 Notes forming part of the Consolidated Financial statements (contd.) Note [20] (contd.) (d) Weighted average share price at the date of exercise for stock options exercised during the year is R 1617.00 per share (previous year: R 850.00 per share). (e) Weighted average fair value of options granted during the year is R 1649.62 per option (previous year: R 644.71 per option). (F) 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 2018-19 7.49% 3 years 17.72% R 108.91 R 1650.48 R 1 2017-18 6.69% 3 years 17.88% R 115.33 R 645.55 R 1 vii method used to determine expected volatility the expected volatility has been calculated entirely based on historic volatility of the 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 shareholders’ 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 the 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. Details of grants under ESOP Scheme, 2016 are summarised 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 2018-19 2 28-07-2016 onwards 28-07-2017 onwards 32,24,945 1,64,000 2,35,000 15,57,278 17,38,667 82,187 16,56,480 4.51 2017-18 2 39,80,000 1,83,300 1,93,900 7,65,655 32,24,945 10,82,345 21,42,600 5.41 467 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [20] (contd.) (B) no options were granted to key managerial personnel during the current year as well as previous year. (C) the number and weighted average exercise price of stock options are as follows: sr. no. i ii iii iv v vi Particulars 2018-19 2017-18 no. of stock options Weighted average exercise price (R) no. of stock options Weighted average exercise price (R) options granted and outstanding at the beginning of the year options granted during the year options exercised during the year options lapsed during the year options granted and outstanding at the end of the year options exercisable at the end of the year out of -(a) above 32,24,945 2,35,000 15,57,278 1,64,000 17,38,667 82,187 2 2 2 2 2 2 39,80,000 1,93,900 7,65,655 1,83,300 32,24,945 10,82,345 2 2 2 2 2 2 (d) Weighted average share price at the date of exercise for stock options exercised during the year is R 1435.59 per share (previous year: R 849.70 per share). (e) in respect of stock options granted pursuant to the Company’s stock option schemes, the fair value of the options is treated as discount and accounted as employee compensation over the vesting period. (F) the weighted average fair value at grant date of options granted during the year ended 31-03-2019 is R 1281.80 per option (previous year: R 737.10 per option). the fair value of grant date is determined using the Black scholes option Pricing modelwhich 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 2018-19 R 2.00 23-Jul-18 22-Jul-25 2017-18 R 2.00 23-aug-17 22-aug-24 (iv) Weighted average share price at grant date R 1281.80 per option R 737.10 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 22.47% 5.06% 7.67% 42.54% 8.05% 6.44% 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 based on publicly available information. (iii) l&t Finance Holdings limited (a) the subsidiary has formulated employee stock option schemes 2010 (esoP scheme-2010) 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 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 468 Notes forming part of the Consolidated Financial statements (contd.) Note [20] (contd.) 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 months from the date of grant. options allotted under scheme 2010 can be exercised anytime within a period of 7 years from the date of grant and would be settled by way of equity. the options granted under scheme 2013 can be exercised anytime within a period of 8 years from the date of grant. management has discretion to modify the exercise period. (B) the details of the grants are summarised 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 Scheme 2010 Scheme 2013 2018-19 2017-18 2018-19 2017-18 44.20 Market Price as on the preceding date of grant 42,04,925 15,10,000 3,77,125 3,85,800 28,18,795 3,00,90,000 2,37,93,000 33,30,000 1,64,90,000 1,37,20,000 2,52,862 16,91,008 21,95,800 27,49,600 38,42,500 35,80,500 Options granted and outstanding at the end of the year 49,52,000 42,04,925 4,16,34,600 3,00,90,000 of which : Options vested Options yet to vest 5,04,000 44,48,000 1,71,425 44,32,000 14,30,000 40,33,500 3,72,02,600 2,86,60,000 7 Weighted average remaining contractual life of options (in years) 5.63 6.01 5.92 6.15 (C) average fair values of options granted during the year is R 58.54 (previous year: R 63.25) per option. (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 2018-19 7.42% 3.24 years 32.78% 2017-18 6.58% 3.27 years 32.57% R 3.65 per option R 3.31 per option R 168.93 per option R 145.59 per option R 161.05 per option R 116.58 per option expected volatility is based on the historical volatility of the Company’s shares price applicable to the expected life of each option. 469 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 [note 1(u)] employee share options (net) [note 1(w)] 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(x)(iv)] Hedging reserve [note 1(r)(iii)(B)] & [note 57(n)] Cash flow hedging reserve Cost of hedging reserve debt instruments through other comprehensive income [note 1(r)(i)(B)] as at 31-3-2019 as at 31-3-2018 v crore v crore 153.20 – v crore v crore 153.20 3.56 10.52 271.92 10.52 271.92 282.44 42.00 8471.99 282.44 42.00 8363.02 536.49 (222.93) 337.05 313.56 1345.81 1399.55 92.57 514.98 3851.68 48200.53 540.73 239.11 5.89 449.22 (11.45) 245.00 (30.37) 62094.25 3352.91 41077.32 572.67 437.77 24.78 54623.23 525.76 (188.71) 1423.04 1694.87 146.46 587.31 * Capital redemption reserve has been created on redemption of preference shares (by a subsidiary) out of profits in accordance with section 55(2)(c) of the Companies act, 2013. ^ 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 is not to be utilised except to redeem debentures. 470 Notes forming part of the Consolidated Financial statements (contd.) Note [22] Non-current liabilities: Financial liabilities - Borrowings Particulars secured Unsecured total secured Unsecured total v crore v crore v crore v crore v crore v crore as at 31-3-2019 as at 31-3-2018 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 Finance lease obligation [note 48(b)(i)(B)] 28587.12 – – – – 28711.08 – – 120.48 976.29 – 7865.92 36453.04 – 120.48 976.29 – 7859.84 36570.92 0.06 0.06 25187.11 50.00 – – – 8876.75 34063.86 50.00 – 116.96 116.96 905.26 905.26 1245.64 1245.64 23855.61 12677.23 36532.84 0.20 0.20 – loans guaranteed by directors R nil (previous year: R nil) Note [23] Non-current liabilities: other financial liabilities Particulars Forward contract payables embedded derivative payables Financial guarantee contracts due to others Note [24] Non-current liabilities : provisions Particulars employee pension scheme [note 45(b)(i)] Post-retirement medical benefit plan [note 45(b)(i)] Provision for other employee benefits other provisions [note 53(a)] 57298.20 16822.59 74120.79 49092.72 23822.04 72914.76 as at 31-3-2019 as at 31-3-2018 v crore 12.80 139.78 0.65 201.60 354.83 v crore 19.97 79.39 0.52 254.07 353.95 as at 31-3-2019 as at 31-3-2018 v crore 308.36 226.66 14.09 7.73 556.84 v crore 301.13 209.04 12.44 0.93 523.54 471 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [25] other non-current liabilities Particulars other payables Note [26] Current liabilities : Financial liabilities - Borrowings as at 31-3-2019 as at 31-3-2018 v crore 0.55 0.55 v crore 67.97 67.97 Particulars secured Unsecured total secured Unsecured total as at 31-3-2019 as at 31-3-2018 loans repayable on demand short term loans from banks short term loans from others Commercial paper v crore v crore v crore v crore v crore v crore 3974.04 2546.51 – – 1611.78 4063.24 5.99 5585.82 6609.75 5.99 17022.28 17022.28 1569.13 1511.47 4102.79 96.88 – 463.73 – 13196.20 13196.20 57.66 4005.91 463.73 6520.55 22703.29 29223.84 1608.35 17723.50 19331.85 Note [27] Current liabilities : Financial liabilities - Current maturities of long term borrowings Particulars secured Unsecured total secured Unsecured total as at 31-3-2019 as at 31-3-2018 Redeemable non-convertible fixed rate debentures Redeemable non-convertible floating rate debentures Preference shares 0.675% Foreign currency convertible bonds term loans from banks 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 9111.04 – – – 4160.98 – – 3073.62 12184.66 – 184.19 1363.39 8478.30 – – – 184.19 1363.39 4317.32 – – 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 13272.02 8938.52 22210.54 11911.55 3365.92 15277.47 472 Notes forming part of the Consolidated Financial statements (contd.) Note [28] Current liabilities : Financial liabilities - other trade payables Particulars acceptances due to related parties: associate companies Joint venture companies due to others Note [29] Current liabilities : other financial liabilities 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 Contract liabilities [Refer note 44(d)] due to customers - construction contract due to customers - property development projects advances from customers other payables as at 31-3-2019 as at 31-3-2018 v crore v crore 520.99 v crore v crore 448.28 47.68 1092.73 23.03 1120.37 1140.41 41072.29 42733.69 1143.40 36029.54 37621.22 as at 31-3-2019 as at 31-3-2018 v crore 84.64 15.31 1.13 380.65 145.48 4187.87 4815.08 v crore 63.69 14.16 0.95 171.65 131.84 4649.89 5032.18 as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 11021.59 – 17270.56 8630.93 705.11 14860.24 28292.15 2874.40 31166.55 24196.28 2899.36 27095.64 473 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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(a)] 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 income tax liability (including penalty) that may arise in respect of which the Group is in appeal d) e) Guarantees or letter of credit or letter of comfort given to third parties f) Corporate guarantees for debt given on behalf of joint ventures g) Bank guarantees given on behalf of joint venture(s) h) Contingent liabilities incurred in relation to interest in joint operations i) share in contingent liabilities of joint operations for which the Group is contingently liable j) Contingent liabilities in respect of liabilities of other joint operators in respect of joint operations k) share of contingent liabilities incurred jointly with other investors of the associate(s) l) share of joint ventures’ contingent liabilities in respect of legal claim(s) lodged against the entity as at 31-3-2019 as at 31-3-2018 v crore v crore v crore v crore 254.53 1133.19 28.92 14.97 0.84 91.62 1513.77 215.17 1024.72 25.55 13.12 5.00 1432.45 1283.56 68.54 1172.95 1605.39 3037.84 1241.49 2525.05 as at 31-3-2019 as at 31-3-2018 v crore 3354.54 257.37 382.62 952.17 2594.98 427.31 28.93 7586.12 84.92 7187.07 122.15 240.08 v crore 3386.98 248.74 362.11 692.12 2824.15 479.55 28.79 7267.96 139.20 6576.16 116.20 694.32 Notes: (i) (ii) the Group expects reimbursements of R 9.30 crore (previous year: R 97.67 crore) 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 excludes interest and penalty in cases where the Group has determined that the possibility of such levy is remote. in respect of matters at (e), the cash flows, if any, could occur any time during the subsistence of the underlying agreement. in respect of matters at (f), 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 (g), 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 (h) to (j), the cash outflows, if any, could generally occur upto completion of projects undertaken by the respective joint operations. (iii) (iv) (v) (vi) (vii) in respect of matters at (k) and (l), the cash outflows, in any, could generally occur any time up to settlement of claims or during subsistence of the underlying agreements. 474 Notes forming part of the Consolidated Financial statements (contd.) Note [33] Commitments Particulars (i) estimated amount of contracts remaining to be executed for capital account of 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 (iv) Commitments to provide funding for joint venture’s capital commitments, if called (v) Funding committed by way of equity (including investment through purchase of investments from other parties*) to other companies as at 31-3-2019 as at 31-3-2018 v crore 825.18 929.85 183.83 42.87 10732.85 v crore 836.78 2075.57 409.74 116.85 – * the Company has entered into a definitive share purchase agreement to acquire 20.32% stake in mindtree limited on march 18, 2019 at a price of R 980 per share aggregating to consideration of R 3269.00 crore. Further, the Company has placed a purchase order with its stock broker for acquiring 15% stake through on-market purchases for an overall consideration amount not exceeding R 2434.00 crore from any recognised stock exchange, but only after receipt of relevant approvals from regulatory authorities. the Company will also make an open offer to acquire 31% stake for a consideration of R 5029.85 crore in accordance with the requirements of the seBi (substantial acquisition of shares and takeover) Regulations, 2011. the completion of these transactions are subject to receipt of necessary regulatory approvals. subsequent to march 31, 2019 and up to may 9,2019, the Company acquired 4,25,90,088 equity shares of mindtree limited (representing 25.94% of the share capital of that company) at a cost of R 4180.91 crore through block deal purchase from major shareholder (and his associate entities) and on- market purchases. Note [34] revenue from operations Particulars sales & service: Construction and project related activity manufacturing and trading activity engineering service fees software development products and services income from financing activity/annuity based projects Property development activity Fare collection and related activity servicing fees Commission Charter hire income investment/portfolio management and trusteeship fees Fees for operation and maintenance of power plant 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 a subsidiary classified under developmental projects segment. Profit on sale of investment property miscellaneous income 2018-19 2017-18 v crore v crore v crore v crore 96472.60 8116.18 5172.01 9330.75 13009.42 2255.75 166.49 974.85 198.45 1.27 618.64 2821.67 4.83 194.73 48.48 32.76 415.61 565.60 607.00 83595.78 7838.44 3849.87 7445.55 10452.48 686.81 28.60 737.52 206.98 0.79 615.56 2628.68 139138.08 118087.06 15.73 111.02 1.75 59.44 – 619.09 968.01 1869.01 141007.09 1775.04 119862.10 475 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [35] other income Particulars Interest income [Note 46(a)]: interest income on loans and advances to related parties: Joint venture & associate companies interest income on investment 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 Cost of raw materials, components 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 Changes in inventories of finished goods, stock-in-trade, work-in-progress 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 2018-19 2017-18 v crore v crore v crore v crore 112.13 389.71 398.74 2.09 58.09 176.73 107.10 433.46 125.11 900.58 665.67 1.66 53.78 2692.64 55.44 2692.64 (2217.72) (125.74) 67.14 5.46 199.04 1341.93 60.18 176.73 65.33 (21.81) 25.77 5.07 639.68 1851.53 2018-19 2017-18 v crore v crore v crore v crore 17150.93 148.42 15360.64 115.27 17002.51 – 31059.78 1800.15 2858.57 26346.70 1800.15 – 301.74 386.27 5828.16 3174.88 115.32 9806.37 15245.37 178.94 24056.23 1574.64 2378.50 24639.02 1604.19 29.55 245.25 285.67 4540.13 2307.47 110.70 7489.22 Carried forward 9806.37 79067.71 7489.22 68072.70 476 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 Completed property 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 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 Provision/(reversal) for foreseeable losses on construction contracts other provisions miscellaneous expenses Finance cost of financial services business and finance lease activity: [Note 46(a)] interest and other financing charges 2018-19 2017-18 v crore v crore v crore v crore 9806.37 79067.71 7489.22 68072.70 245.25 285.67 4525.09 3744.40 138.29 8938.70 – 2118.68 42.94 488.94 2365.90 208.40 2091.47 286.21 569.27 627.93 1128.17 90.37 24.58 481.28 183.51 148.06 2839.71 340.82 188.59 4385.19 1259.39 – 6173.99 (867.67) (1315.23) (48.72) 1281.49 16.00 411.41 1663.04 203.15 1423.68 252.41 529.66 414.55 875.89 83.03 8.27 415.87 (2.28) 14.67 2998.51 13695.42 10540.63 7385.63 99281.09 6019.74 83317.84 477 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [37] employee benefits expense Particulars salaries, wages and bonus Contribution to and provision for: 2018-19 2017-18 v crore v crore 16298.89 v crore v crore 13666.38 Provident fund and pension fund superannuation/employee pension and social security schemes Gratuity funds [note 45(b)(ii)] 303.03 222.34 152.65 254.27 188.49 140.83 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 expected credit loss written back Receivable discounting charges -non recourse allowances for expected credit loss loss on fair valuation of loans towards financing activities (net) Recoveries from Joint venture and associates exchange (gain)/loss [net] other provisions 478 678.02 157.97 205.69 1100.79 (340.78) 18100.58 583.59 111.39 179.16 1011.83 (281.56) 15270.79 2018-19 v crore v crore 121.80 155.32 94.62 544.53 213.66 763.64 39.07 496.71 943.00 7.90 214.06 196.52 73.96 2017-18 v crore v crore 118.13 157.36 76.47 536.19 151.38 688.91 31.77 446.05 730.79 6.28 206.18 168.36 63.88 389.77 10.10 1847.36 1665.79 399.87 163.22 904.01 181.57 39.87 1856.57 77.62 (46.22) (244.64) 105.61 7302.27 499.91 7.12 1205.38 709.36 507.03 155.37 738.30 496.02 36.25 2521.33 30.73 (48.41) (245.82) 64.63 7637.18 Notes forming part of the Consolidated Financial statements (contd.) Note [39] Finance costs Particulars interest expenses other borrowing costs exchange loss (attributable to finance costs) 2018-19 v crore 1756.14 12.79 37.11 1806.04 2017-18 v crore 1511.08 13.07 14.37 1538.52 39(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] 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 36: Manufacturing, construction and operating expenses 2118.68 488.94 286.21 569.27 627.93 1128.17 90.37 24.58 481.28 2091.47 7385.63 2839.71 2018-19 Note 38: Sales, administration and other expenses 121.80 155.32 94.62 544.53 213.66 763.64 Note 37: Employee benefits expense – – 205.69 – – – – 39.07 496.71 943.00 – – – – – – Note 39: Finance costs Total Note 36: Manufacturing, construction and operating expenses 1281.49 411.41 252.41 529.66 414.55 875.89 83.03 8.27 2240.48 644.26 586.52 1113.80 841.59 1891.81 90.37 63.65 977.99 415.87 3034.47 1423.68 – – – – – – – – – – – 904.01 1806.04 – 9191.67 3743.72 6019.74 2998.51 R crore Total Note 39: Finance costs – – – – – – – – – – 1399.62 568.77 508.04 1065.85 565.93 1564.80 83.03 40.04 861.92 2154.47 2017-18 Note 38: Sales, administration and other expenses 118.13 157.36 76.47 536.19 151.38 688.91 Note 37: Employee benefits expense – – 179.16 – – – – 31.77 446.05 730.79 – – – – – – 1538.52 – 7558.26 3736.81 738.30 479 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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. Name of subsidiaries Principal place of business As at 31-3-2019 As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) Indian Subsidiaries Hi-Tech Rock Products and Aggregates Limited L&T Geostructure LLP L&T Geo – L&T JV for Maharatangarh project $ L&T Geo – L&T UJV CMRL CS $$ L&T Infrastructure Engineering Limited L&T Cassidian Limited # L&T Hydrocarbon Engineering Limited Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Thales Technology Services Private Limited Syncordis Software Services India Private Limited Graphene Semiconductor Services Private Limited ## Seastar Labs Private Limited ## Ruletronics Systems 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 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 LTR SSM Private Limited ^ L&T Seawoods Limited L&T Vision Ventures Limited Seawoods Retail Private Limited * Seawoods Realty Private Limited * L&T Electricals and Automation Limited 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 India India India India India 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 44 45 46 47 48 480 100.00 100.00 100.00 100.00 100.00 100.00 100.00 74.80 78.88 58.37 74.80 78.88 78.88 74.80 78.88 63.91 63.91 63.91 63.91 63.91 63.91 63.91 63.91 63.91 – 63.91 63.91 63.91 35.11 100.00 100.00 – 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 68.00 – – 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 74.80 78.88 58.37 74.80 78.88 78.88 74.80 78.88 63.91 63.91 63.91 63.91 63.91 63.91 63.91 63.91 63.91 – 63.91 63.91 63.91 35.11 100.00 100.00 – 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 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 68.00 100.00 100.00 100.00 100.00 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 68.00 100.00 100.00 100.00 Notes forming part of the Consolidated Financial statements (contd.) Note [40] (contd.) Sr. No. Name of subsidiaries Principal place of business As at 31-3-2019 As at 31-3-2018 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 Indian Subsidiaries L&T Construction Equipment Limited L&T Construction Machinery Limited ** L&T Valves Limited L&T Shipbuilding Limited*** Bhilai Power Supply Company Limited L&T Power Limited Kesun Iron and Steel Company Private Limited L&T Aviation Services Private Limited L&T Capital Company Limited L&T Infra Contractors Private Limited 100.00 100.00 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 The arrangement entered on September 14, 2018 assessed as subsidiary since the group exercises unilateral control The arrangement entered on January 4, 2019 assessed as subsidiary since the group exercises unilateral control The company is in process of being struck off from register of companies The Group has acquired stake on October 15, 2018 The Group has acquired stake on February 1, 2019 The company has been dissolved on August 8, 2018 49 50 51 52 53 54 55 56 57 58 $ $$ # ## % @ @@ The Group has sold its stake on June 28, 2018 ^ * ** *** Classified as wholly owned subsidiary w.e.f. April 10, 2019 due to purchase of additional stake The company has been incorporated on September 24, 2018 The name of the company has been struck off the register of companies on June 26, 2018 The company has been incorporated on December 18, 2018 100.00 100.00 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 100.00 – 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 100.00 – 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 Principal place of business As at 31-3-2019 As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) Sr. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 Name of subsidiaries Foreign Subsidiaries Larsen & Toubro (Oman) LLC Larsen & Toubro Qatar LLC # Larsen & Toubro Saudi Arabia LLC Larsen & Toubro T&D SA (Proprietary) Limited Larsen & Toubro Heavy Engineering LLC Larsen & Toubro Hydrocarbon International Limited LLC # L&T Modular Fabrication Yard LLC L&T Overseas Projects Nigeria Limited Larsen Toubro Arabia LLC L&T Hydrocarbon Saudi Company (formerly known as Larsen & Toubro ATCO Saudi LLC) Larsen & Toubro Kuwait Construction General Contracting Company WLL Sultanate of Oman Qatar Kingdom of Saudi Arabia South Africa Sultanate of Oman Kingdom of Saudi Arabia Sultanate of Oman Nigeria Kingdom of Saudi Arabia Kingdom of Saudi Arabia Kuwait PT Larsen & Toubro Hydrocarbon Engineering Indonesia Indonesia Larsen & Toubro Electromech LLC Sultanate of Oman 65.00 49.00 100.00 72.50 70.00 100.00 70.00 100.00 75.00 100.00 49.00 95.00 70.00 65.00 100.00 100.00 72.50 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.00 100.00 65.00 49.00 100.00 72.50 65.00 100.00 100.00 72.50 70.00 100.00 100.00 100.00 70.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 49.00 100.00 95.00 95.00 70.00 100.00 481 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [40] (contd.) Sr. No. Name of subsidiaries Principal place of business As at 31-3-2019 As at 31-3-2018 Proportion of effective ownership Interest (%) Proportion of voting power held (%) Proportion of effective ownership Interest (%) Proportion of voting power held (%) Foreign Subsidiaries L&T Hydrocarbon International FZE ^ L&T Information Technology Services (Shanghai) Co., UAE China 100.00 100.00 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 44 45 46 47 Ltd. L&T Infotech Financial Services Technologies Inc. Larsen & Toubro Infotech Canada Limited Larsen & Toubro Infotech LLC Larsen & Toubro Infotech South Africa (Proprietary) Limited Larsen & Toubro Infotech GmbH Larsen & Toubro Infotech Austria GmbH L&T Information Technology Spain,S.L. Larsen & Toubro Infotech Norge AS * Larsen & Toubro LLC L&T Infotech S. DE R.L. DE C.V. Syncordis S.A. Syncordis SARL Syncordis Limited Syncordis Support Services S.A. Nielsen+Partner Unternehmensberater GmbH** Nielsen+Partner Unternehmensberater AG** Nielsen+Partner Pte Ltd** Nielsen+Partner S.A ** Nielsen&Partner Company Limited** Nielsen&Partner Pty Ltd** Ruletronics Limited** Ruletronics Systems Inc** L&T Technology Services LLC Graphene Solutions PTE Ltd. @ Graphene Solutions SDN .BHD @ Graphene Solutions Taiwan Limited @ 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 L&T Capital Markets (Middle East) Ltd @@ 48 49 50 51 52 53 54 55 56 # ^ * ** The Group has acquired stake on February 1, 2019 The Group has acquired stake on October 15, 2018 @ @@ The company has been incorporated on July 1, 2018 The company is in process of liquidation. The company has been incorporated on September 9, 2018 The company has been incorporated on November 20, 2018 Canada Canada USA South Africa Germany Austria Spain Norway USA Mexico Luxembourg France UK Luxembourg Germany Switzerland Singapore Luxembourg Thailand Australia UK USA USA Singapore Malaysia Taiwan USA UAE Malaysia Kuwait UAE Kingdom of Saudi Arabia Indonesia UK Australia Malaysia UK Malaysia UAE UAE UAE 74.80 74.80 74.80 74.80 56.02 74.80 74.80 74.80 74.80 98.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 78.88 78.88 78.88 78.88 78.88 100.00 100.00 49.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 30.00 100.00 100.00 63.91 74.80 74.80 74.80 74.80 56.02 74.80 74.80 74.80 74.80 98.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 74.80 78.88 78.88 78.88 78.88 78.88 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 63.91 482 – 82.96 82.96 82.96 82.96 62.14 82.96 82.96 82.96 – 99.19 82.96 82.96 82.96 82.96 82.96 – – – – – – – – 88.64 – – – 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 – – 82.96 82.96 82.96 82.96 62.14 82.96 82.96 82.96 – 99.19 82.96 82.96 82.96 82.96 82.96 – – – – – – – – 88.64 – – – 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 – Notes forming part of the Consolidated Financial statements (contd.) Note [40] (contd.) Name of associates 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 LTIDPL INDVIT Services Limited* Magtorq Engineering Solutions Private Limited India India Qatar UAE India India India India Sr. No. 1 2 3 4 5 6 7 8 As at 31-3-2019 As at 31-3-2018 Proportion of effective ownership Interest (%) 50.00 50.00 50.00 49.00 21.74 42.85 97.45 39.28 Proportion of voting power held (%) 50.00 50.00 50.00 49.00 21.74 42.85 97.45 39.28 Proportion of effective ownership Interest (%) 50.00 50.00 50.00 49.00 21.74 42.85 – 39.28 Proportion of voting power held (%) 50.00 50.00 50.00 49.00 21.74 42.85 – 39.28 @ The company is under liquidation * The company has been re-classified as associate w.e.f. August 14, 2018 on amendment to Articles of Association Sr. No. Name of joint ventures As at 31-3-2019 As at 31-3-2018 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 * Krishnagiri Thopur Toll Road Limited * Western Andhra Tollways Limited * Krishnagiri Walajahpet Tollway Limited * Devihalli Hassan 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 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 24 25 India India India India India India India India India Azerbaijan India India 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 98.12 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 97.45 97.45 98.12 483 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [40] (contd.) Sr. No. Name of joint ventures As at 31-3-2019 As at 31-3-2018 Principal place of business Proportion of effective ownership interest (%) Proportion of effective ownership interest (%) Joint Ventures LTIDPL INDVIT Services Limited** L&T Interstate Road Corridor Limited Ahmedabad-Maliya Tollway Limited L&T Halol-Shamlaji Tollway Limited PNG Tollway Limited L&T IDPL Trustee Manager Pte. Ltd. *** L&T Kobelco Machinery Private Limited [Note 66] Raykal Aluminium Company Private Limited Indiran Engineering Projects and Systems Kish PJSC 26 27 28 29 30 31 32 33 34 * ** *** The name of the company has been struck off from the register of companies on August 6, 2018 India India India India India Singapore India India Iran The Group has sold its stake on May 4, 2018 The company has been re-classified as associate w.e.f. August 14, 2018 on amendment to Articles of Association – 97.45 97.45 47.75 72.11 – 51.00 75.50 50.00 97.45 97.45 97.45 47.75 72.11 97.45 51.00 75.50 50.00 Sr. No. 1 2 Name of joint operations (with specific ownership interest in the arrangement) Desbuild L&T Joint Venture Larsen and Toubro Limited-Shapoorji Pallonji & Co. Ltd. Joint Principal place of business India 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 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 India Qatar India India India India India India India India Joint Venture Civil Works Joint Venture Qatar Kindgom of Saudi Arabia L&T-Shanghai Urban Construction (Group) Corporation Joint Venture DAEWOO and L&T Joint Venture L&T-STEC JV MUMBAI L&T-ISDPL (JV) 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 India India India India India UAE India India 484 As at 31-3-2019 Proportion of effective ownership interest (%) 49.00 As at 31-3-2018 Proportion of effective ownership interest (%) 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 65.00 100.00 100.00 65.00 60.00 50.00 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 65.00 100.00 100.00 65.00 60.00 50.00 Notes forming part of the Consolidated Financial statements (contd.) Note [40] (contd.) Sr. No. 22 23 24 25 26 27 28 29 30 31 Name of joint operations (with specific ownership interest in the arrangement) L&T- Inabensa Consortium Principal place of business India As at 31-3-2019 Proportion of effective ownership interest (%) 100.00 As at 31-3-2018 Proportion of effective ownership interest (%) 100.00 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 UAE Qatar India UAE India Tanzania India India Kindgom of Saudi Arabia 100.00 75.00 55.00 50.00 50.00 90.00 56.67 50.00 50.00 100.00 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) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 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 L&T ISDPL - DI (JV) L&T Galfar Consortium Sojitz Corporation-L&T consortium (for 4 projects) Sojitz Corporation-Gayathri Projects Ltd-L&T consortium PESB and Larsen & Toubro Joint Venture Scomi Engineering Bhd-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. Consortium of L&T Hydrocarbon Engineering Limited and Reliance Naval and Engineering Limited Consortium of L&T Hydrocarbon Engineering Limited, GE Oil & Gas UK Ltd., McDermott International Management S.de RL, Berlian McDermott Sdn Bhd and Vetco Gray Pte Ltd Consortium of L&T Hydrocarbon Engineering Limited and Technip India Limited 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) L&T Infrastructure Engineering Limited-Fortress Infrastructure Advisory Services (for 4 projects) L&T Infrastructure Engineering Limited-Mahindra Consulting Engineers Ltd. L&T Infrastructure Engineering Limited-Pricewaterhouse Coopers Pvt. Ltd. (for 2 projects) L&T Infrastructure Engineering Limited-Rajendran Associates L&T Infrastructure Engineering Limited-Transtek Engineers & Services Pvt. Ltd. L&T Infrastructure Engineering Limited-Vax Consultants Pvt.Ltd. (for 5 projects) L&T Infrastructure Engineering Limited-Aakar Abhinav Consultants Pvt. Ltd. L&T Infrastructure Engineering Limited-Centre for Symbiosis of Technology Environment & Management (STEM) 20 21 22 23 24 25 26 27 28 29 30 Principal place of business India India India India Qatar India India India India India Oman India India Malaysia India India Kingdom of Saudi Arabia India India India India India India India India India India India 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 interests is reported separately in the Consolidated Balance sheet. Retained earnings comprise Group’s share in general reserve and balance of Profit and loss. 485 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [42] (a) exceptional item for 2018-19 represents recognition of certain customer dues now considered recoverable. (b) 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. (c) the Competition Commission of india (CCi) accorded on april 18, 2019 its approval for the acquisition of the Group’s electrical & automation (e&a) business by schneider electric subject to certain conditions, the details of which are awaited. Pending receipt of CCi’s detailed order, the e&a business is treated as continuing operation and accordingly, the relevant assets are not classified as held for sale. Note [43] the expenditure on research and development activities recognised as expense in the statement of Profit and loss is R 232.27 crore (previous year: R 206.80 crore). Further, the Group has incurred capital expenditure on research and development activities as follows: (a) on Property, Plant & equipment R 5.59 crore (previous year: R 6.73 crore) (b) on intangible assets being expenditure on new product development R 52.54 crore (previous year: R 51.38 crore) (c) on other intangible assets R 1.96 crore (previous year: R 5.64 crore) Note [44] disclosure pursuant to ind as 115 “Revenue from Contracts with Customers”: (a) disaggregation of revenue into operating segments and geographical areas for the year ended march 31, 2019: segment domestic Foreign total other revenue Revenue as per ind as 115 infrastructure Power Heavy engineering defence engineering electrical & automation Hydrocarbon it & technology services Financial services developmental Projects others total 53212.17 2583.78 964.08 3420.43 4234.45 7174.51 1217.91 1135.97 3521.39 4581.92 82046.61 19095.51 1383.77 1184.05 331.53 1533.30 7945.69 13153.45 – – 443.95 45071.25 72307.68 3967.55 2148.13 3751.96 5767.75 15120.20 14371.36 1135.97 3521.39 5025.87 127117.86 110.37 3.95 26.09 – 19.06 11.38 – 11501.72 1546.65 670.01 13889.23 v crore total as per statement of Profit & loss / segment report 72418.05 3971.50 2174.22 3751.96 5786.81 15131.58 14371.36 12637.69 5068.04 5695.88 141007.09 (b) out of the total revenue recognised under ind as 115 during the year, R 109086.70 crore was recognised over a period of time and R 18031.16 crore was recognised at a point in time. (c) movement in expected Credit loss during the year: Particulars opening balance as at april 1, 2018 ind as 115 transition impact Changes in allowance for expected credit loss: Provision / (reversal) of allowance for expected credit loss additional provision (net) Write off as bad debts Closing balance as at march 31, 2019 v crore Provision on trade receivables covered under ind as 115 2900.10 – Provision on Contract assets 121.85 780.87 84.34 265.62 (249.23) 3000.83 (195.46) 155.14 (2.75) 859.65 486 Notes forming part of the Consolidated Financial statements (contd.) Note [44] (contd.) (d) Contract balances: (i) movement in contract balances during the year - v crore Particulars Contract assets Contract liabilities net contract balances opening balance as on april 01, 2018 Closing balance as on march 31, 2019 net increase 42763.74 47020.30 4256.56 24196.28 28292.15 4095.87 18567.46 18728.15 160.69 note: increase in net contract balances is primarily due to higher revenue recognition as compared to progress bills raised during the year and ind as 115 transition adjustment. (ii) Revenue recognised during the year from opening balance of contract liabilities amounts to R 9724.78 crore. (iii) Revenue recognised during the year from the performance obligation satisfied upto previous year (arising out of contract modifications) amounts to R 221.00 crore. (e) Cost to obtain the contract : i. amount of amortisation recognised in statement of Profit and loss during the year 2018-19: R 5.32 crore. ii. amount recognised as contract assets as at march 31, 2019: R 30.26 crore. (f) Reconciliation of contracted price with revenue during the year - opening contracted price of orders as at april 1, 2018* add: Fresh orders /change orders received (net) increase due to additional consideration recognised as per contractual terms increase due to exchange rate movements (net) less: orders completed during the year Closing contracted price of orders as at march 31, 2019* total Revenue recognised during the year less: Revenue out of orders completed during the year Revenue out of orders under execution at the end of the year (i) Revenue recognised upto previous year (from orders pending completion at the end of the year) (ii) decrease due to exchange rate movements (net) (iii) Balance revenue to be recognised in future viz. Order book (IV) Closing contracted price of orders as at march 31, 2019* (i+ii+iii+iV) * including full value of partially executed contracts v crore 560785.57 156242.07 5944.08 2798.27 85624.38 640145.61 99572.64 242938.20 (68.63) 297703.40 640145.61 127117.86 27545.22 (g) Remaining performance obligations: the aggregate amount of transaction price allocated to remaining performance obligations and expected conversion of the same into revenue is as follows - Particulars total Upto 1 Year From 1 to 2 years expected conversion in revenue From 3 to 4 years From 2 to 3 years v crore From 4 to 5 years Beyond 5 years transaction price allocated to the remaining performance obligation 297703.40 116804.46 108730.85 44795.85 16996.20 5926.62 4449.42 487 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [44] (contd.) (h) disclosure of amount by which Consolidated financial statements are impacted by application of ind as 115 as compared to ind as 11 and ind as 18 - (i) impact on Balance sheet: Particulars assets liabilities total equity (ii) impact on statement of Profit & loss: as per ind as 11/ ind as 18 as at 31.03.2019 278489.21 208509.40 69979.81 impact of application of ind as 115 increase/(decrease) For the year 2018-19 v crore after application of ind as 115 as at 31.03.2019 (871.87) (1333.35) 461.48 279134.07 209933.16 69200.91 transition impact as at april 1, 2018 1516.73 2757.11 (1240.38) Particulars Revenue from operations manufacturing, construction and operating expenses employee benefits expense sales, administration and other expenses Profit before tax tax expenses Profit after tax non-controlling interest (nCi) in (income)/losses net Profit after tax, non-controlling interest and share in profit of joint ventures/associates Basic earnings per share diluted earnings per share as per ind as 11/ ind as 18 139725.20 98518.70 18130.84 7506.39 13827.04 4050.94 9776.10 (1306.65) 8448.45 60.26 60.15 For the year 2018-19 impact of application of ind as 115 increase/(decrease) 1281.89 762.39 (30.26) (204.12) 753.88 292.40 461.48 (4.80) 456.68 3.25 3.25 v crore after application of ind as 115 141007.09 99281.09 18100.58 7302.27 14580.92 4343.34 10237.58 (1311.45) 8905.13 63.51 63.40 a. Pursuant to adoption of ind as 115, the Group recognised impairment loss on contract assets using expected credit loss applied to trade receivables. impact during transition: opening total equity as on april 1, 2018 reduced by R 552.17 crore (net of tax) due to initial recognition of expected credit loss on contract assets with a corresponding increase in deferred tax asset by R 260.19 crore and reduction in contract assets by R 812.36 crore. impact for the year: there is a decrease in sales, administration and other expenses due to reversal of provision for expected credit loss on contract asset resulting in profit after tax being higher by R 131.90 crore (net of tax) with corresponding increase in contract assets by R 204.12 crore and reduction in deferred tax asset R 72.22 crore. Further, there is an increase in Profit after tax due to recognition of contract cost (net) by R 22.90 crore (net of tax) with a corresponding increase in contract assets by R 34.85 crore, increase in inventory by R 0.65 crore, decrease in deferred tax asset by R 7.82 crore and increase in contract liability by R 4.78 crore. B. Under ind as 115, revenue from realty business is recognised upon delivery of units as against percentage of completion method followed under ind as 11. impact during transition: opening total equity as on april 1, 2018 reduced by R 688.21 crore (net of tax) with a corresponding increase in contract liability by R 2757.11 crore, decrease in contract asset by R 3.51 crore, increase 488 Notes forming part of the Consolidated Financial statements (contd.) Note [44] (contd.) in inventory by R 1748.47 crore, decrease in trade receivable by R 22.02 crore and increase in deferred tax asset by R 345.96 crore. impact for the year: Profit after tax during the year is higher by R 306.68 crore (net of tax) with a corresponding decrease in contract liability by R 1319.06 crore, decrease in current tax liability by R 19.07 crore, decrease in inventory by R 656.66 crore, decrease in trade receivable by R 148.53 crore, increase in other current asset by R 5.17 crore and decrease in deferred tax assets by R 231.43 crore. (i) 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 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. Remuneration 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. Funding from grantor Viability Gap Funding of R 1458 crore infrastructure return at the end of the concession period Being dBFot project, the project assets have to be transferred at the end of concession period Renewal and termination options 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. Rights & obligations 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. Classification of service arrangement intangible assets have been recognised towards rights to charge the users of the utility Construction revenue recognised R 387.33 crore (previous year: R 469.10 crore) [included in note 44 (a) above] 489 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [45] disclosure pursuant to ind as 19 “employee Benefits” [note 1(p)] (a) defined contribution plans: amount of R 400.64 crore (previous year: R 387.19 crore) is recognised as an expense. out of above, R 399.84 crore (previous year: R 386.04 crore) is included in “employee benefit expense” [note 37] in the statement of Profit and loss and R 0.80 crore (previous year: R 1.15 crore) has been capitalised. (b) defined Benefit plans: (i) the amounts recognised in Balance sheet are as follows: Particulars Gratuity plan As at 31-3-2019 As at 31-3-2018 Post-retirement medical benefit plan As at 31-3-2019 As at 31-3-2018 Pension plan Trust-managed provident fund plan As at 31-3-2019 As at 31-3-2018 As at 31-3-2019 As at 31-3-2018 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 753.52 254.53 1008.05 649.28 676.92 215.17 892.09 610.99 – 241.63 241.63 – – 222.16 222.16 – – 337.28 337.28 – – 326.68 326.68 – 4090.42 – 4090.42 4128.60 3618.47 14.84 3633.31 3676.19 (limit in para 64(b)) 3.24 4.78 – – – – 3.38 – 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 362.01 285.88 241.63 222.16 337.28 326.68 (34.80) (42.88) 364.96 (2.95) 362.01 362.01 – 292.73 (6.85) 285.88 285.88 – 241.63 – 241.63 14.97 226.66 222.16 – 222.16 13.12 209.04 337.28 – 337.28 28.92 308.36 326.68 – 326.68 25.55 301.13 46.33 (0.10) 46.23 46.23 – # 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 33.83 (2.96) 30.87 30.87 – v crore 1 2 3 4 5 6 7 8 9 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 Past service cost Actuarial gain/(loss) not recognised in books Adjustment for earlier years Re-measurement - Effect of the limit in para 64(b) 10 Business Combination 10 Translation adjustments 11 Amount capitalised out of the above Total (1 to 11) 490 2018-19 149.50 53.22 (44.24) 2017-18 134.31 45.74 (41.19) 2018-19 20.01 16.71 – 2017-18 21.51 16.48 – 2018-19 3.14 24.22 – 2017-18 2017-18 3.68 136.98 $ 116.19 $ 22.00 – 314.71 (314.71) 280.26 (280.26) Trust-managed provident fund plan 2018-19 5.74 (24.87) – – – – (18.86) (14.02) 28.77 – – 1.29 (2.76) – 1.22 (1.19) 191.55 21.00 3.30 (5.40) 0.05 (34.82) (0.70) – – (0.19) – (0.30) (0.81) 136.99 – – – – – (0.01) 31.36 – – – – – (0.02) 2.45 4.57 0.63 – – – – – – 32.56 3.75 – – – – – – – 18.86 – 14.02 – – – – – 29.43 – – – – 136.98 – – – – 116.19 Notes forming part of the Consolidated Financial statements (contd.) Note [45] (contd.) Particulars I. Amount included in “employee benefits Gratuity plan Post-retirement medical benefit plan Pension plan 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 v crore Trust-managed provident fund plan 2018-19 2017-18 expense” 152.65 140.83 21.76 22.60 3.77 3.68 136.98 116.19 II. Amount included as part of “manufacturing, construction and operating expenses” Amount included as part of “finance cost” III. IV. Amount included as part of “Other comprehensive income” Total (I+II+III+IV) Actual return on plan assets 0.31 7.47 0.21 0.47 31.12 191.55 38.50 (4.52) 136.99 66.06 – 15.00 (5.40) 31.36 – – 14.67 (34.82) 2.45 – – 24.22 4.57 32.56 – – 22.00 3.75 29.43 – – – – – – 136.98 333.57 – 116.19 294.28 (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 31-3-2019 As at 31-3-2018 Post-retirement medical benefit plan As at 31-3-2019 As at 31-3-2018 Pension plan As at 31-3-2019 As at 31-3-2018 v crore Trust-managed provident fund plan As at 31-3-2019 As at 31-3-2018 Opening balance of the present value of defined benefit obligation Add: Current service cost Add: Interest cost Add: Contribution by plan participants i) ii) iii) Employer Employee Transfer-in/(out) 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 defined benefit obligation 892.09 149.50 53.22 844.16 134.31 45.74 222.16 20.01 16.71 234.55 21.51 16.48 326.68 3.14 24.22 317.41 3633.31 3.68 22.00 136.98 $ 314.71 3318.32 116.19 $ 280.26 – – – – – – – – – – – – – – – – – – – 352.78 – – 295.03 – 6.32 19.82 (11.43) (30.16) (15.00) – 11.66 (16.61) 8.40 (18.66) 7.60 (15.48) – – – – 10.79 (109.45) – 17.79 (168.71) 3.30 (2.37) (11.85) – 14.00 (12.02) (0.70) 11.96 (21.96) 0.64 19.23 (20.16) – – (477.56) – – (482.35) – (15.31) 0.19 1.48 7.56 6.28 5.49 – 0.52 – – – – – (2.84) – – – – – – – – – – 128.71 – – 1.49 105.86 – – – 1008.05 892.09 241.63 222.16 337.28 326.68 4090.42 3633.31 491 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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/(less): transfer in/(out) 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 less: settlements Closing balance of the plan assets v crore Gratuity plan trust-managed provident fund plan as at 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 610.99 44.24 615.72 41.19 3676.19 314.71 3348.38 280.26 (5.74) – 95.13 – – – – (95.18) – (0.16) 649.28 24.87 – 73.90 – – – (3.70) (140.99) – – 610.99 18.86 – 132.76 – 334.82 128.98 – (477.56) 0.18 (0.34) 4128.60 14.02 – 116.32 – 295.44 108.71 (4.43) (482.35) (0.16) – 3676.19 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 trusts formed by the Parent Company and a few subsidiaries manage the investments of provident funds and gratuity funds. interest income on plan assets is determined by multiplying the fair value of the plan assets by the discount rate determined at the start of the annual reporting period. the Group expects to fund R 111.90 crore (previous year: R 93.63 crore) towards its gratuity plan and R 143.83 crore (previous year: R 122.04 crore) towards its trust-managed provident fund plan during the year 2019-20. $ Employer’s contribution to provident fund. (v) the fair values of major categories of plan assets are as follows: Particulars As at 31-3-2019 As at 31-3-2018 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 Quoted – 15.81 193.00 162.66 77.63 8.41 7.20 – Unquoted 1.78 – – – – – 9.88 4.75 Total 1.78 15.81 193.00 162.66 77.63 8.41 17.08 4.75 Quoted – 16.51 82.54 128.18 66.35 – 4.96 – Unquoted 1.68 – 99.91 – – 55.59 – 0.29 v crore Total 1.68 16.51 182.45 128.18 66.35 55.59 4.96 0.29 492 Notes forming part of the Consolidated Financial statements (contd.) Note [45] (contd.) Particulars As at 31-3-2019 As at 31-3-2018 Gratuity plan Special deposit scheme Fixed deposits Insurer managed fund Other (payables)/receivables Closing balance of the plan assets Quoted – – – – 464.71 Unquoted 1.49 1.85 163.17 1.65 184.57 Total 1.49 1.85 163.17 1.65 649.28 Quoted – – – – 298.54 Unquoted 2.54 1.47 147.80 3.17 312.45 Particulars As at 31-3-2019 As at 31-3-2018 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 Other (payables)/receivables Closing balance of the plan assets Quoted – 0.06 831.42 956.71 988.14 890.85 56.48 0.34 – – – 7.99 3731.99 Unquoted 7.28 – – – – – 75.28 34.09 1.98 271.20 2.60 4.18 396.61 Total 7.28 0.06 831.42 956.71 988.14 890.85 131.76 34.43 1.98 271.20 2.60 12.17 4128.60 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 v crore Total 2.54 1.47 147.80 3.17 610.99 v crore 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 (vi) the average duration (years) 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 31-3-2019 as at 31-3-2018 6.30 14.86 7.50 6.02 14.60 7.70 (vii) Principal actuarial assumptions at the Balance sheet date (expressed as weighted average): Plans as at 31-3-2019 as at 31-3-2018 (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 7.31% 7.31% 7.31% 5.00% 5.13% 7.00% 7.56% 7.56% 7.56% 5.00% 5.03% 5.99% 493 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [45] (contd.) (d) attrition Rate: (a) For gratuity plan, the attrition rate varies from 1% to 25% (previous year: 1% to 25%) for various age groups. (b) For pension plan, the attrition rate varies from 0% to 2% (previous year: 0% to 2%) for various age groups. (c) For post-retirement medical benefit plan, the attrition rate varies from 1% to 11% (previous year: 1% to 12%) 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 loss. (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 Pension plan effect of 1% increase effect of 1% decrease as at 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 v crore 78.92 (69.88) 26.97 (33.66) 81.24 (70.36) 24.44 (29.80) (71.48) 78.62 (22.03) 41.66 (71.74) 81.31 (19.96) 37.71 impact of change in discount rate (24.45) (24.29) 28.13 28.04 (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 are 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 plans. 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, the unfunded portion 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. 494 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 31-3-2019 Inter-segment External For the year ended 31-3-2018 Total External Inter-segment Total v crore Revenue Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Elimination Total Segment result [Profit/(Loss) before interest and tax] Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 42(c)] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Total 72418.05 3971.50 2174.22 3751.96 5786.81 15131.58 14371.36 12637.69 5068.04 5695.88 – 141007.09 785.71 11.59 339.44 97.28 306.82 44.65 181.74 – – 239.10 (2006.33) – 73203.76 3983.09 2513.66 3849.24 6093.63 15176.23 14553.10 12637.69 5068.04 5934.98 (2006.33) 141007.09 5388.77 129.88 487.01 472.22 850.09 1178.10 3084.20 3052.64 314.35 776.20 15733.46 62286.62 6200.58 1391.60 3214.44 5209.03 11735.83 11187.79 10063.75 4294.05 4278.41 – 119862.10 1130.29 7.65 243.47 5.62 299.24 23.80 169.64 – – 165.79 (2045.50) 63416.91 6208.23 1635.07 3220.06 5508.27 11759.63 11357.43 10063.75 4294.05 4444.20 (2045.50) – 119862.10 5440.08 163.99 205.21 120.38 668.82 771.81 2146.51 1440.64 196.40 1182.57 12336.41 495 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [46] (a) information about Reportable segments (contd.) Particulars Inter-segment margins on capital jobs Finance costs 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 interests in subsidiaries Net profit after tax, non-controlling interests and share in profit/(loss) of joint ventures/associates Particulars infrastructure Power Heavy engineering defence engineering electrical & automation [note 42(c)] Hydrocarbon it & technology services Financial services developmental Projects others segment total For the year ended 31-3-2019 Inter-segment External Total (5.50) (1806.04) 659.00 14580.92 (4693.33) 349.99 10237.58 (21.00) (1311.45) 8905.13 For the year ended 31-3-2018 v crore External Inter-segment Total 12.90 (1538.52) 828.37 11639.16 (3732.27) 533.40 8440.29 (435.86) (634.57) 7369.86 v crore segment assets segment liabilities as at 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 74848.71 65485.32 50908.92 43235.53 6030.51 4614.54 7826.76 4458.66 6491.79 3962.73 7734.33 4449.55 4838.09 2111.79 4964.28 2178.18 12224.57 9226.17 10096.59 9647.21 7568.14 2575.96 5647.48 1541.48 4618.63 2139.88 7841.04 2187.10 104842.19 86088.63 92973.64 76390.47 31191.27 30375.07 9560.38 11109.86 9819.89 10576.54 3936.13 2975.92 265504.31 231958.27 184143.96 157687.39 Corporate unallocated assets/liabilities 15890.10 14329.15 28049.54 28495.10 inter-segment assets/liabilities (2260.34) (2409.97) (2260.34) (2409.97) Consolidated total assets/liabilities 279134.07 243877.45 209933.16 183772.52 496 Notes forming part of the Consolidated Financial statements (contd.) Note [46] (a) information about Reportable segments (contd.) Particulars infrastructure Power Heavy engineering defence engineering electrical & automation [note 42(c)] Hydrocarbon it & technology services Financial services developmental Projects others segment total Unallocable Consolidated total v crore Depreciation, amortization, impairment & obsolescence included in segment expense non-cash expenses other than depreciation included in segment expense 2018-19 764.59 2017-18 683.64 2018-19 46.40 2017-18 22.86 47.16 44.95 134.03 161.63 151.83 251.34 49.01 207.22 96.77 1908.53 175.47 2084.00 43.56 87.47 141.44 152.74 132.41 244.43 51.23 73.68 115.42 1726.02 202.71 1928.73 2.99 2.19 2.59 6.37 7.82 7.25 68.15 – 1.46 145.22 12.75 157.97 1.40 1.06 0.95 3.85 3.66 8.47 29.43 – 1.29 72.97 38.42 111.39 note : impairment loss included in segment expense: Heavy engineering segment R nil (previous year: R 31.88 crore), developmental Projects segment R 127.94 crore (previous year: R nil), other segment R 2.08 crore (previous year: R 27.69 crore) and Corporate Unallocated R 146.93 crore (previous year: R 84.32 crore). Particulars infrastructure Power Heavy engineering defence engineering electrical & automation [note 42(c)] Hydrocarbon it & technology services Financial services developmental Projects others segment total Unallocable inter-segment Consolidated total interest income included in segment income Finance costs included in segment expense v crore Profit or (loss) of associates and joint ventures accounted applying equity method not included in segment result 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2.95 297.87 236.90 0.96 2.44 6.37 – – 6.61 244.92 5.20 286.25 1.17 66.57 618.38 629.65 1.29 0.48 – – 5.29 119.43 4.04 215.74 0.54 53.62 – – – – – – 6859.46 599.54 – – – – – – 5449.67 183.60 164.45 (156.81) (227.96) 0.40 0.06 – 17.70 – – – 29.72 – 0.70 627.53 (90.38) (392.85) – – 6.24 2.98 402.09 7756.87 6314.10 (38.29) (420.46) 518.66 (297.87) (236.90) 17.29 (15.40) (347.45) (255.08) 900.58 665.67 (73.37) 7385.63 (57.46) 6019.74 – – (21.00) (435.86) 497 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [46] (a) information about Reportable segments (contd.) Particulars infrastructure Power Heavy engineering defence 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 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) additions to non-current assets 2018-19 2017-18 1251.62 62.96 76.76 219.15 258.30 386.99 667.31 860.12 2938.11 629.99 7351.31 228.58 (105.29) 7474.60 1516.19 133.40 41.25 229.40 202.16 399.29 512.16 351.39 2461.60 410.14 6256.98 457.28 (74.61) 6639.65 v crore investment in associates and joint ventures accounted applying equity method included in segment assets as at 31-3-2019 4.70 933.37 – 6.36 – 394.60 – – 1275.49 26.93 2641.45 0.84 – 2642.29 as at 31-3-2018 8.95 774.53 – 5.96 – 359.92 – – 1310.94 20.73 2481.03 0.56 – 2481.59 v crore Revenues by location of customers 2018-19 95898.05 8826.86 6575.22 3031.69 6306.93 1672.07 4146.69 14549.58 45109.04 141007.09 2017-18 80162.78 7355.33 8053.68 4485.12 3866.38 2174.35 5335.10 8429.36 39699.32 119862.10 v crore non-current assets Particulars as at 31-3-2018 35096.97 1680.43 36777.40 (c) Revenue contributed by any single customer in any of the operating segments, whether reportable or otherwise, does not exceed as at 31-3-2019 38648.64 2113.39 40762.03 india Foreign countries total 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. 498 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 group (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 nine reportable segments [described under “segment composition”] 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 seven 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, smart world & communication projects and metallurgical & material handling systems. 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 and thermal & nuclear Power. defence engineering segment comprises design, development, prototyping, serial production, delivery, commissioning and through life-support of equipment, systems and platforms for defence and aerospace sectors. it also includes defence shipbuilding comprising design, construction, commissioning, repair/refit and upgrades of naval and Coast Guard vessels. 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 and wealth management. developmental projects segment comprises development, operation and maintenance of basic infrastructure projects, toll and fare collection, power development, development and operation of port facilities (till the date of sale) and providing related advisory services. • others segment includes realty, 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, 2019. 499 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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) list of related parties: (i) name of associates with whom transactions were carried out during the year : Associate Companies: 1. l&t-Chiyoda limited 3. magtorq Private limited 5. ltidPl indVit Services Limited@@ 2. 4. 6. Feedback Infra Private Limited@ l&t Camp Facilities llC larsen & toubro qatar & HBK Contracting Co. Wll @ The Group has sold its stake on March 19, 2018 @@ w.e.f. August 14, 2018 (ii) name of joint ventures with whom transactions were carried out during the year : Joint Venture Companies: larsen & toubro electromech llC* 1. 3. l&t-sargent & lundy limited 5. l&t Halol-shamlaji tollway limited 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. 31. 33. l&t Kobelco machinery Private limited ltidPl indVit services limited# l&t Hydrocarbon Caspian llC 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. l&t deccan tollways limited 12. 14. l&t samakhiali Gandhidham tollway limited 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. 32. l&t transportation infrastructure limited l&t mBda missile systems limited l&t sambalpur- Rourkela tollway limited l&t infrastructure development Projects limited *Reclassified as subsidiary w.e.f. August 16, 2017 due to purchase of additional stake ** the Group has sold its stake on may 4, 2018 # Re-classified as associate w.e.f. august 14, 2018 on amendment of articles of association (iii) name of post-employment benefit plans with whom transactions were carried out during the year : 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. 2. larsen & toubro Gratuity Fund l&t technology services limited employee Group Gratuity scheme 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 trust 1. larsen & toubro limited senior officers’ superannuation scheme 500 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) (iv) name of Key management Personnel (of the parent company) and their relatives with whom transactions were carried out during the year: (i) executive directors: 1. mr. s. n. subrahmanyan (Chief executive officer and 2. mr. R. shankar Raman (Whole-time director & Chief managing director)# 3. mr. shailendra Roy (Whole-time director) 5. mr. m. V. satish (Whole-time director) Financial officer) 4. mr. d. K. sen (Whole-time director) 6. mr. J.d. Patil (Whole-time director)** (ii) independent/Non-executive directors: 1. mr. a.m. naik (Group Chairman)* 3. mr. subodh Bhargava 5. mr. Vikram singh mehta 7. mr. akhilesh Krishna Gupta 9. mr. thomas mathew t 11. mr. subramanian sarma 13. mr. sanjeev aga 15. mr. arvind Gupta ## 17. Mr. Hemant Bhargava @ 2. mr. m. m. Chitale 4. mr. m. damodaran 6. mr. adil Zainulbhai 8. mrs. sunita sharma 10. mr. ajay shankar 12. mrs. naina lal Kidwai 14. mr. narayanan Kumar 16. mr. sushobhan sarkar ### # w.e.f. July 1,2017 (Whole-time director till June 30, 2017) * w.e.f. october 1, 2017 (Group executive Chairman till september 30, 2017) ## appointed w.e.f. July 1, 2017 @ Appointed w.e.f. May 28, 2018 **appointed w.e.f. July 1, 2017 ### ceased w.e.f. may 2, 2018 (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) (a) sale of goods/contract revenue & services Joint ventures, including: l&t-mHPs Boilers Private limited l&t infrastructure development Projects limited l&t deccan tollways limited associate: l&t-Chiyoda limited total (B) Reversal of sale of goods/contract revenue & services Joint ventures: l&t deccan tollways limited l&t samakhiali Gandhidham tollway limited total 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 1210.35 1941.69 779.49 187.78 154.52 168.41 7.67 – 0.13 23.86 2.13 1385.93 362.45 149.50 194.04 134.85 87.37 0.17 – 0.28 156.61 2098.30 438.62 0.17 438.79 0.28 0.28 162.15 1372.50 184.85 0.13 184.98 25.99 25.99 501 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore Joint ventures: 0.54 0.01 l&t-mHPs turbine Generators Private limited l&t special steels and Heavy Forgings Private limited l&t sapura shipping Private limited l&t Kobelco machinery Private limited total (iv) sale of property, plant and equipment Joint venture: l&t-mHPs Boilers Private limited Key management personnel: mr. shailendra Roy total 0.13 0.13 0.16 0.12 0.69 6.25 0.54 0.69 6.25 6.94 0.01 – – – (v) investments including subscription to equity shares and preference shares (equity portion) Joint ventures, including: l&t special steels and Heavy Forgings Private limited l&t-mHPs turbine Generators Private limited l&t mBda missile systems limited 1.17 261.37 – 0.69 0.48 total 1.17 261.37 (vi) subscription of preference share (debt portion) Joint venture: l&t special steels and Heavy Forgings Private limited total (vii) inter-corporate deposits given/(repaid)-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-sargent & lundy limited l&t sapura shipping Private limited l&t-mHPs Boilers Private limited associate: l&t-Chiyoda limited total – – 55.86 55.86 6.65 0.97 7.62 – 84.48 (28.62) 4.92 0.45 1.05 0.97 214.43 214.43 392.76 392.76 7.08 2.37 9.45 0.01 – – – – – 260.65 0.33 0.03 214.43 211.89 180.87 4.27 2.25 0.11 2.37 502 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) sr. no. nature of transaction/relationship/major parties (ix) Rent paid, including lease rentals under leasing arrangements Joint ventures, including: l&t special steels and Heavy Forgings Private limited total (x) Rent received, overheads recovered and miscellaneous income Joint ventures , including: 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 (xi) (a) Charges incurred for deputation of employees from related parties Joint venture: l&t infrastructure development Projects limited total (B) Charges recovered for deputation of employees to related parties Joint ventures, including: l&t infrastructure development Projects limited l&t special steels and Heavy Forgings Private limited l&t sapura shipping Private limited associate: l&t-Chiyoda limited total (xii) dividend received Joint ventures: l&t-mHPs Boilers Private limited l&t-sargent & lundy limited associate: Feedback infra Private limited total (xiii) Commission received, including those under agency arrangements Joint ventures, including: l&t Kobelco machinery Private limited total (xiv) Guarantee charges recovered from Joint ventures: l&t-mHPs Boilers Private limited l&t-mHPs turbine Generators Private limited total 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 1.24 1.24 79.40 23.20 0.03 102.63 – – 7.71 12.88 20.59 19.44 – 19.44 3.80 3.80 0.52 0.52 1.20 35.10 11.77 8.04 23.20 0.03 – 1.62 1.35 4.13 12.88 11.94 7.50 – 3.75 0.02 0.50 – – 92.28 23.55 0.08 115.91 0.04 0.04 9.94 15.81 25.75 – 0.66 0.66 2.00 2.00 0.50 0.50 – 40.99 13.60 8.81 23.52 0.08 0.04 2.17 1.97 5.28 15.81 – – 0.66 2.00 0.07 0.43 503 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) sr. no. nature of transaction/relationship/major parties (xv) interest paid to Joint venture: l&t infrastructure development Projects limited l&t-mHPs turbine Generators Private limited total (xvi) interest received from Joint ventures, including: l&t special steels and Heavy Forgings Private limited associate: l&t Camp Facilities llC total (xvii) amount written off as bad debts Joint venture: PnG tollway limited total (xviii) amount recognised/(reversed) in P&l as provision towards bad and doubtful debts (including expected credit loss on account of delay) Joint ventures, including: l&t special steels and Heavy Forgings Private limited l&t Howden Private limited l&t-mHPs Boilers Private limited l&t samakhiali Gandhidham tollway limited total (xix) Guarantees given on behalf of Joint venture : l&t-mHPs turbine Generators Private limited total (xx) Rent deposit returned: Key management personnel: mr. d.K. sen total (xxi) Contribution to post employment benefit plans (a) towards employer’s contribution to provident fund trusts, including: larsen & toubro officers & supervisory staff Provident Fund total 2018-19 2017-18 amount amounts for major parties amount amounts for major parties v crore 1.81 1.81 111.86 0.26 112.12 25.08 25.08 (0.38) (0.38) – – 0.08 0.08 143.11 143.11 – 1.81 106.83 0.26 25.08 (0.09) (0.33) 1.55 (1.54) – 0.08 130.58 33.06 33.06 106.90 0.20 107.10 – – 22.69 22.69 54.26 54.26 – – 115.40 115.40 33.06 – 102.05 0.20 – (0.03) 0.46 21.66 0.01 54.26 – 103.95 504 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) sr. no. (B) nature of transaction/relationship/major parties towards employer’s contribution to gratuity trusts, including: larsen & toubro officers & supervisors Gratuity Fund l&t Hydrocarbon engineering ltd Group Gratuity scheme l&t technology services limited employee Group Gratuity scheme total (C) towards advance contribution to/(refund from) gratuity trusts: larsen & toubro officers & supervisors Gratuity Fund larsen & toubro Gratuity Fund total (d) towards employer’s contribution to superannuation trust: larsen & toubro limited senior officers’ superannuation scheme total v crore 2018-19 2017-18 amount amounts for major parties amount amounts for major parties 59.56 24.06 43.35 0.85 13.03 – – 9.78 5.01 9.86 7.63 (142.30) (32.70) 11.29 24.06 (175.00) (175.00) 11.29 11.29 59.56 – – 9.78 9.78 “major parties” denote entities accounting for 10% or more of the aggregate for that category of transaction during respective period. (xxii) Compensation 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* Independent/Non Executive Directors: (a) Mr. A.M. Naik (Group Chairman w.e.f. October 1, 2017) (b) Mr. Subramanian Sarma (c) Other Independent/Non-Executive Directors Total ^ Includes gratuity R 55.04 crore * Appointed w.e.f. July 1, 2017 Short-term employee benefits 2018-19 Post- employment benefits Other Long term benefit Total Short-term employee benefits 2017-18 Post- employment benefits Other long term benefit v crore Total – – 21.28 14.06 9.16 5.54 7.43 6.51 5.67 3.75 2.33 1.46 1.95 1.71 9.21 3.00 # 14.00 6.20 – – 93.39 19.87 – – – – – – – – – – – – 11.58 56.80 ^ 19.38 ^^ 87.76 26.95 17.81 11.49 7.00 9.38 8.22 13.99 9.16 7.96 6.37 5.86 3.14 3.70 2.42 1.83 1.69 1.52 0.81 12.21 4.56 1.50 # 14.00 6.20 11.28 4.79 – – – – – – – – – – – 17.69 11.58 9.79 8.06 7.38 3.95 6.06 11.28 4.79 113.26 78.69 70.27 19.38 168.34 ^^ Represents encashment of past service accumulated leave # Represents pension 505 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) (c) amount due to/from related parties (including commitments): sr. no. Category of balance/relationship/major parties (i) accounts receivable Joint ventures, including: l&t-mHPs Boilers Private limited l&t infrastructure development Projects limited Krishnagiri Walajahpet tollway limited l&t samakhiali Gandhidham tollway limited l&t deccan tollways 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: l&t-Chiyoda limited magtorq Private limited total (iii) investment in debt securities [including preference shares (debt portion)] Joint ventures: l&t special steels and Heavy Forgings Private limited l&t infrastructure development Projects limited Kudgi transmission limited total (iv) loans & advances recoverable Joint ventures, including: l&t special steels and Heavy Forgings Private limited l&t sapura shipping Private limited associates, including: l&t Camp Facilities llC l&t-Chiyoda limited total as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore 267.98 297.84 127.37 53.17 – 0.05 75.62 0.01 0.01 267.99 0.15 297.99 1113.57 1148.30 28.83 463.50 506.61 23.88 5.35 19.07 1142.40 1167.37 955.12 987.58 955.12 1852.69 33.54 213.17 253.06 488.89 1539.83 167.38 19.56 11.54 987.58 1819.92 24.40 1886.23 1844.32 86.91 40.70 42.68 38.19 33.22 0.15 276.49 700.47 15.45 3.79 217.73 260.36 509.49 1400.00 191.60 18.54 6.26 (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 7.15 7.15 6.97 17.00 17.00 17.00 506 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) sr. no. Category of balance/relationship/major parties (vi) due to directors #: as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore Key management personnel, including: 66.27 58.10 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. subramanian sarma total Post-employment benefit plans (vii) (a) due to provident fund trusts, including: larsen & toubro officers & supervisory staff Provident Fund total (B) due to gratuity trusts: larsen & toubro officers & supervisors Gratuity Fund larsen & toubro Gratuity Fund total (C) due to superannuation trust: larsen & toubro limited senior officers’ superannuation scheme total (viii) Capital commitment given Joint ventures: l&t special steels and Heavy Forgings Private limited l&t-mHPs turbine Generators Private limited 66.27 28.28 28.28 60.92 60.92 7.99 7.99 34.07 1.75 18.60 12.15 7.05 4.20 6.00 5.30 6.68 24.77 49.70 11.22 7.99 0.02 34.05 11.77 11.58 7.39 5.32 5.19 4.50 2.28 6.28 21.65 36.31 8.75 6.74 0.13 – 58.10 24.51 24.51 45.06 45.06 6.74 6.74 0.13 total 34.07 0.13 507 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [47] (contd.) sr. no. (ix) Category of balance/relationship/major parties Revenue commitment given Joint ventures, including: l&t-mHPs Boilers Private limited l&t-mHPs turbine Generators Private limited l&t Howden Private limited associates, including: l&t-Chiyoda limited total (x) Revenue commitment received Joint ventures, including: l&t infrastructure development Projects limited Krishnagiri thopur toll Road limited l&t BPP tollway limited l&t samakhiali Gandhidham tollway limited l&t deccan tollways limited l&t mBda missile systems limited l&t-Gulf Private 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 (xii) Guarantees given on behalf of Joint ventures: as at 31-3-2019 as at 31-3-2018 amount amounts for major parties amount amounts for major parties v crore 401.52 1237.63 207.56 42.63 103.60 186.89 – – – – – 69.19 18.77 23.37 – 205.99 607.51 88.31 88.31 23.55 23.55 456.24 115.07 1352.70 76.10 76.10 52.73 52.73 508.34 667.58 394.67 – 111.24 13.70 13.63 20.43 13.08 15.24 – – 21.84 25.08 l&t-mHPs Boilers Private limited l&t-mHPs turbine Generators Private limited 28.93 427.31 89.39 418.95 total 456.24 508.34 “major parties” denote entities accounting for 10% or more of the aggregate for that category of balance during respective period. # includes commission due to other non-executive directors R 4.54 crore (as at 31-3-2018: 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. 508 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 31-3-2019 247.96 1324.17 7495.57 9067.70 as at 31-3-2018 307.42 937.55 8128.44 9373.41 minimum lease Payments as at 31-3-2019 1252.22 5067.24 15739.76 22059.22 12991.52 9067.70 as at 31-3-2018 1333.70 4814.95 17251.74 23400.39 14026.98 9373.41 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 31-3-2019 88.69 145.40 7.29 241.38 R crore as at 31-3-2018 89.75 97.44 10.42 197.61 a. assets acquired on finance lease comprises of plant & equipment and land. the leases have a primary period which is fixed and non-cancellable. the Group has an option to renew the lease for secondary period. 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 31-3-2019 – 0.02 0.14 0.16 0.10 0.06 as at 31-3-2018 0.06 0.02 0.28 0.36 0.10 0.26 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 31-3-2019 – – 0.06 0.06 as at 31-3-2018 0.06 – 0.20 0.26 509 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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. (i) 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 31-3-2019 281.97 797.64 234.55 1314.16 R crore as at 31-3-2018 202.78 585.07 131.06 918.91 (ii) 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 583.10 crore (previous year: R 425.48 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 “earnings per share’’: Particulars 2018-19 2017-18 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 8905.13 1,40,20,87,033 63.51 7369.86 1,40,06,13,951 52.62 8905.13 1,40,20,87,033 7369.86 1,40,06,13,951 24,57,688 1,40,45,44,721 63.40 2.00 35,69,417 1,40,41,83,368 52.49 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. Weighted average number of potential equity shares on account of conversion of foreign currency convertible bonds 95,20,455 95,20,455 Particulars 2018-19 2017-18 510 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. (a) Particulars Consolidated statement of Profit and loss: 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/(income) reported in the consolidated statement of profit or loss [(i)+(ii)] (b) other Comprehensive income 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 gain/(loss) on cash flow hedges on gain/(loss) on fair value of debt securities on foreign currency translation (c) income tax expense/(income) reported in the other comprehensive income [(i)+(ii)] Retained earnings: deferred tax income tax expense/(income) reported in retained earnings 2018-19 v crore 2017-18 5002.74 (568.96) 259.55 4693.33 3609.98 (42.62) 164.91 3732.27 (349.72) (509.37) (0.27) – (349.99) (13.39) (10.64) (533.40) 4343.34 3198.87 (11.37) (11.37) 0.39 0.39 (88.36) 0.49 (87.87) 9.31 (18.33) (7.61) 2.76 (13.87) (112.72) (606.15) (606.15) 5.60 5.60 (0.13) (0.13) (30.00) (0.49) (30.49) 0.52 38.38 2.05 – 40.95 15.93 – – 511 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 [(c)=(a)*(b)] (i) (ii) tax on income exempt from tax : dividend income and interest on tax free bonds tax on expenses not tax deductible : (a) Corporate social Responsibility expenses (B) expenses in relation to exempt income (C) tax on employee perquisites borne by the Group (iii) Weighted deduction on Research & development expenditure and deduction u/s 80 ia (iv) tax effect on impairment and fair valuation losses recognised on which deferred tax asset is not recognised effect of previously unrecognised tax losses and unutilised tax credits 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) (viii) effect on deferred tax due to change in income tax rate (ix) effect of tax benefit on business combination under common control (x) total effect of tax adjustments [(i) to (x)] tax expense recognised during the year [(e)=(c)-(d)] effective tax Rate [(f)=(e)/(a)] tax effect on various other items (e) (f) 2018-19 14580.92 34.944% 5095.16 v crore 2017-18 11639.16 34.608% 4028.08 (69.75) (937.39) 60.10 48.58 1.57 (151.25) 45.76 85.15 2.37 (402.85) 168.15 257.28 (774.91) 580.92 (321.18) – (228.35) (65.70) (751.82) 4343.34 29.79% (19.4) 749.94 (258.75) (10.64) (226.15) (114.53) (829.21) 3198.87 27.48% (c) (i) Unused tax losses and unused tax credits for which no deferred tax asset is recognised in Balance sheet Particulars as at 31-3-2019 v crore expiry year as at 31-3-2018 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 3710.67 7082.48 3901.55 199.12 14893.82 FY 2020-34 FY 2020-27 FY 2029-34 2800.85 7176.81 4297.09 230.83 14505.58 FY 2019-34 FY 2019-26 FY 2028-33 (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 512 as at 31-3-2019 783.94 v crore as at 31-3-2018 1023.29 2491.23 3275.17 2335.48 3358.77 Notes forming part of the Consolidated Financial statements (contd.) Note [50] (contd.) (d) major components of deferred tax liabilities and deferred tax assets: Particulars Deferred tax liabilities/ (assets) as at 31-3-2018 Charge/ (credit) to Retained Earnings Charge/ (credit) to Statement of Profit and Loss Effect due to acquisition/ disposal Charge/(credit) to other comprehensive income Exchange Difference v crore Deferred tax liabilities/ (assets) as at 31-3-2019 (Credit) to Hedge Reserve (other than through OCI) 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, loans & advances and contract assets - 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): 1681.60 – (18.03) 138.11 – 19.10 – – – 6.30 (69.92) (62.55) 124.93 (355.14) 1589.50 (951.58) 637.92 (2218.23) (249.19) (237.65) (345.82) (95.49) (565.68) – – – – 260.48 (52.40) 8.01 (23.69) (228.16) (10.82) – (0.39) – – – 19.95 19.95 – (1.27) 54.78 – – – – – (60.52) 2.76 (57.76) – – – – – – – – – – – – – – – – 1663.57 – 157.21 – 70.71 0.82 0.82 (401.53) 1489.96 (1178.83) 311.13 – – – – – (2206.94) (291.32) (283.03) (119.18) (793.84) 51.49 (0.20) – 40.08 (13.18) – 27.95 (0.11) – (219.63) (356.96) (279.24) (3706.50) (606.15) (287.44) (93.49) (40.09) (7.21) 44.28 – – – 14.66 (1.66) (958.19) (0.20) (1.66) (4597.76) 1178.83 (3418.93) Offsetting of deferred tax (assets) with deferred tax liabilities Net Deferred tax (assets) 951.58 (2754.92) Net deferred tax liability/(assets) (2117.00) (606.15) (349.99) (20.14) (13.48) (0.20) (0.84) (3107.80) 513 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [51] disclosure pursuant to ind as 103 “Business Combinations”: (a) acquisition of Graphene Group (i) on october 15, 2018, the Group has acquired 100% stake in Graphene semiconductor services Private limited, a Bengaluru based company, along-with its fully owned subsidiary viz. Graphene Solutions PTE Ltd., Graphene Solutions SDN.BHD, Graphene solutions taiwan limited and seastar labs Private limited, operating in the it & technology services segment. (ii) assets acquired and liabilities recognised on the date of acquisition are as follows: Graphene semiconductor services Private limited (Consolidated) v crore assets non-current assets trade names Customer Relationships deferred tax assets other non-current assets Current assets trade receivables Cash and bank balances other current assets total assets liabilities non-current liabilities deferred tax liability other non- current liabilities Current liabilities trade payables other current liabilities total liabilities net assets acquired (iii) Calculation of Goodwill: Purchase consideration: Cash (a) Contingent consideration payable over one year (B) Purchase consideration paid (C=a+B) less: net assets acquired Goodwill 514 3.86 35.52 1.51 2.33 12.18 8.68 5.61 13.56 0.39 0.79 15.31 43.22 26.47 69.69 13.95 16.10 30.05 39.64 v crore Graphene semiconductor services Private limited (Consolidated) 66.72 11.50 78.22 39.64 38.58 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. (v) the Group has recognised contingent consideration in accordance with terms of share purchase and subscription agreement. the maximum contingent consideration of R 13.00 crore is payable to the promoters of Graphene upon achievement of specified financial targets. the fair value of contingent consideration is determined by assigning probabilities of achievement of the targets. (vi) these entities have reported revenue of R 38.51 crore and profit after tax of R 5.15 crore from the date of acquisition till march 31, 2019. Had the entities been acquired from april 1, 2018, they would have reported revenue of R 84.20 crore and profit after tax of R 11.30 crore during 2018-19. (vii) trade receivables acquired have been substantially collected during the year. (b) acquisition of Ruletronics Group (i) on February 01, 2019, the Group has acquired 100% stake in Ruletronics systems Private limited, india, Ruletronics limited, UK and Ruletronics systems inc, Usa, operating in the it & technology services segment. (ii) assets acquired and liabilities recognised on the date of acquisition are as follows: Ruletronics systems Private limited, india Ruletronics limited, UK Ruletronics systems inc, v crore assets non-current assets Property, Plant & equipment other non-current assets Current assets trade receivables Cash and bank balances other current assets total assets liabilities non-current liabilities deferred tax liability Current liabilities trade payables other current liabilities total liabilities net assets acquired (iii) Calculation of Goodwill: 0.26 0.003 3.13 0.40 2.17 0.28 1.41 0.26 5.70 5.96 0.02 1.69 1.71 4.25 0.07 – 5.75 3.64 0.85 1.42 2.57 0.07 10.24 10.31 – 3.99 3.99 6.32 Usa 0.04 – 4.24 0.27 – 0.42 0.15 0.04 4.51 4.55 – 0.57 0.57 3.98 v crore Ruletronics systems Private limited, india Ruletronics limited, UK Ruletronics systems inc, Usa Purchase consideration: Cash (a) deferred consideration payable over future years (B) Present Value of Contingent consideration payable over future years (C) Purchase consideration paid (d=a+B+C) less: net assets acquired Goodwill 2.84 2.54 – 5.38 4.25 1.13 13.66 – 15.48 29.14 6.32 22.82 7.13 – 12.92 20.05 3.98 16.07 515 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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. (v) the Group has recognised contingent consideration in accordance with the terms of the share purchase agreement. the maximum contingent consideration of R 32.81 crore is payable to the promoters of Ruletronics upon achievement of the specified financial targets. the fair value of the contingent consideration is determined by assigning probabilities of achievement of targets. (vi) these entities have reported revenue of R 7.56 crore and profit after tax of R 0.34 crore from the date of acquisition till march 31, 2019. Had the entities been acquired from april 1, 2018, they would have reported revenue of R 36.46 crore and profit after tax of R 7.10 crore during 2018-19. (vii) out of R 13.12 crore trade receivables acquired, R 6.95 crore have been collected during the year. (c) acquisition of nielsen+Partner Group (i) on February 01, 2019, the Group has acquired 100% stake in nielsen+Partner Unternehmensberater GmbH, Germany, along-with its fully owned subsidiaries viz. Nielsen+Partner Unternehmensberater AG, Switzerland, Nielsen+Partner Pte. ltd., singapore, nielsen+Partner s.a. luxembourg, nielsen&Partner Pty ltd., australia, nielsen&Partner Co. ltd., thailand, operating in the it & technology services (ii) assets acquired and liabilities recognised on the date of acquisition are as follows: nielsen+Partner (Consolidated) v crore assets non-current assets Customer Relationships Property, Plant & equipment other non-current assets Current assets trade receivables Cash and bank balances other current assets total assets liabilities non-current liabilities deferred tax liability 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: net assets acquired Goodwill 516 18.29 0.58 2.42 24.39 20.06 1.18 3.76 16.36 21.29 45.63 66.92 6.39 20.12 26.51 40.41 v crore nielsen+Partner (Consolidated) 186.37 35.11 221.48 40.41 181.07 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. (v) the Group has recognised contingent consideration in accordance with the terms of the share purchase agreement. the maximum contingent consideration of R 40.26 crore is payable to the promoters of Nielsen+Partner upon achievement of the specified financial targets. the fair value of the contingent consideration is determined by assigning probabilities of achievement of targets. (vi) these entities have reported revenue of R 18.77 crore and profit after tax of R 2.13 crore from the date of acquisition till march 31, 2019. Had the entities been acquired from april 1, 2018, they would have reported revenue of R 119.18 crore and profit after tax of R 19.00 crore during 2018-19. (vii) out of R 24.39 crore of trade receivables acquired, R 16.31 crore have been collected during the year. Note [52] disclosure 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, 2019: assets/disposal Group non-current assets (l&t Financial Consultants limited) Current assets (l&t Vision Ventures limited) Reportable segment Financial services others (b) 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 (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: Provisions tax liabilities (net) other liabilities total v crore as at 31-3-2019 as at 31-3-2018 1.17 1464.24 – – – – 6.24 7.41 – – 3.20 3.20 0.58 0.48 2.50 0.18 44.45 1512.43 0.90 1.38 1459.69 1461.97 517 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [53] disclosure pursuant to ind as 37 “Provisions, Contingent liabilities and Contingent assets” (a) movement in provisions: Sr. No. Particulars 1 Balance as at 1-4-2018 2 3 4 5 6 Additional provision during the year Provision used during the year Unused provision reversed during the period Translation adjustments Additional provision for unwinding of interest and change in discount rate Balance as at 31-3-2019 (1 to 6) 7 Product warranties Expected tax liability in respect of indirect taxes Litigation related obligations 45.09 37.04 (21.74) (4.22) 6.91 210.39 41.33 (4.13) (4.04) – 0.63 63.71 – 243.55 9.15 50.00 – – – 0.38 59.53 Class of provisions Contractual rectification cost- Construction contracts 374.62 429.59 – (276.39) 5.03 Provision towards constructive obligation 458.24 136.17 – – – v crore Others* Total 76.39 2.61 (58.78) (16.50) 23.73 1173.88 696.74 (84.65) (301.15) 35.67 – 532.85 – 594.41 – 27.45 1.01 1521.50 * includes liquidated damages/backwork charges adjusted against revenue/manufacturing, construction and operating expenses during the year. Break up of provisions: Particulars Balance as at 1-4-2018 Balance as at 31-3-2019 (b) nature of provisions: note 24 0.93 7.73 note 31 1172.95 1513.77 v crore total 1173.88 1521.50 (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, 2019 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 115 “Revenue from contracts with customers”. (v) Constructive obligation represents losses absorbed by the group in a joint venture over and above the investments. (c) disclosure in respect of contingent liabilities is given in note 32. 518 Notes forming part of the Consolidated Financial statements (contd.) Note [54] disclosure pursuant to ind as 112 “disclosure of interest in other entities”: subsidiaries (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 2018-19, the Group has sold 7.44% stake in larsen & toubro infotech limited and 8.43% stake in l&t technology services limited. the proceeds on disposal of R 3378.02 crore were received in cash. an amount of R 417.19 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 2960.83 crore between the consideration received and the increase in the non-controlling interests has been credited to retained earnings. During the year 2017-18, the Group has sold 0.61% 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. (ii) on account of dilution during the year 2018-19, the Group’s continuing interest has reduced on account of dilution due to exercise of esoPs by 0.10%, 0.72% and 1.33% in l&t Finance Holdings limited, larsen & toubro infotech limited and l&t technology services limited respectively. the proceeds on dilution of R 22.13 crore were received in cash. an amount of R 132.23 crore (being the proportionate share of the carrying amount of the net assets of l&t Finance Holdings limited, larsen & toubro infotech limited and l&t technology services limited) has been transferred to non-controlling interests. the difference of R 110.10 crore between the increase in the non-controlling interests and the consideration received has been debited to retained earnings. during the year 2017-18, the Group’s continuing interest has reduced on account of dilution due to exercise of esoPs by 0.20%, 0.70% and 0.67% in L&T Finance Holdings Limited, Larsen & Toubro Infotech Limited and 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, larsen & toubro infotech limited and 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 2.41% 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 1393.83 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 61.96 crore between the consideration received and increase in the non-controlling interests has been credited 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 name of company marine infrastructure developer Private limited l&t Cutting tools limited eWaC alloys limited effect on consolidated profit/(loss) after non- controlling interest 2018-19 415.61 – – 2017-18 v crore line item in statement of Profit & loss in which the gain/(loss) is recognised – other operational income 136.74 exceptional items 273.40 exceptional items: R 281.01 crore Current tax: R 7.61 crore larsen & toubro Readymix and asphalt Concrete industries llC total – 415.61 3.16 other income 413.30 519 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [54] (contd.) (b) disclosure of subsidiaries having material non-controlling interests : (i) summarised statement of Profit and loss Particulars Revenue Profit/(loss) for the year other comprehensive income total comprehensive income effective % of non-controlling interest Profit/(loss) allocated to non-controlling interest (including consolidation adjustments) dividend (including dividend distribution tax) to non-controlling interest Particulars Revenue Profit/(loss) for the year other comprehensive income total comprehensive income effective % of non-controlling interest Profit/(loss) allocated to non-controlling interest (including consolidation adjustments) dividend (including dividend distribution tax) 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 520 v crore l&t Finance limited 2018-19 6890.59 845.93 (1.38) 844.55 36.09% 2017-18 4930.71 116.26 (1.43) 114.83 35.99% l&t Finance Holdings limited 2017-18 89.52 266.05 0.62 266.67 35.99% 2018-19 481.73 267.79 (0.32) 267.47 36.09% 539.68 281.64 (28.76) (39.34) – – 71.87 52.16 v crore larsen & toubro infotech limited l&t technology services limited 2018-19 9016.17 1475.06 25.87 1500.93 25.20% 2017-18 7203.05 1160.12 (99.41) 1060.71 17.04% 2018-19 4781.37 700.10 (2.13) 697.97 21.12% 2017-18 3596.70 489.38 21.69 511.07 11.36% 314.13 166.99 118.82 50.05 115.89 58.63 37.66 12.71 l&t Finance limited l&t Finance Holdings limited v crore as at 31-3-2019 32026.49 20353.11 11673.38 23810.66 26583.43 (2772.77) 8900.61 1492.01 as at 31-3-2018 22115.80 14635.77 7480.03 22088.00 21256.22 831.78 8311.81 1031.65 as at 31-3-2019 866.85 1370.42 (503.57) 9182.03 848.11 8333.92 7830.35 2766.57 as at 31-3-2018 1251.80 727.61 524.19 7942.77 781.30 7161.47 7685.66 2723.96 v crore larsen & toubro infotech limited l&t technology services limited as at 31-3-2019 4838.98 1482.92 3356.06 1379.71 22.32 1357.39 4713.45 1177.75 as at 31-3-2018 3997.88 1285.00 2712.88 1044.07 38.37 1005.70 3718.58 624.00 as at 31-3-2019 2271.41 783.45 1487.96 953.93 5.97 947.96 2435.92 507.15 as at 31-3-2018 1810.98 611.54 1199.44 767.70 1.80 765.90 1965.34 216.70 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 v crore l&t Finance limited 2018-19 (7517.73) (2145.81) 10845.39 1181.85 2017-18 (9028.02) 753.42 8328.44 53.84 l&t Finance Holdings limited 2017-18 (260.20) (2191.00) 2461.93 10.73 2018-19 765.22 (1306.32) 530.33 (10.77) v crore larsen & toubro infotech limited l&t technology services limited 2018-19 1247.49 (682.69) (595.17) (30.37) 2017-18 710.95 (249.52) (407.49) 53.94 2018-19 736.62 (486.06) (202.14) 48.42 2017-18 339.60 (165.60) (98.50) 75.50 Note [55] disclosure pursuant to ind as 112 “disclosure of interest in other entities” :- Joint Ventures and associates (a) summarised Balance sheet of material joint ventures: Particulars Current assets Cash and bank balances other assets total current assets total non-current assets (including Goodwill) 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 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 v crore 318.67 334.77 3112.87 3371.25 3431.54 3706.02 0.15 278.67 278.82 0.28 923.34 643.69 187.79 2739.12 3707.88 188.07 3662.46 4351.57 501.86 574.84 1255.08 1307.31 11799.38 18882.85 (a) (B) Financial liabilities (excluding trade payables) 565.09 549.38 1585.44 1434.18 2184.58 2469.76 other liabilities (including trade payables) 1918.24 2533.92 138.37 92.49 297.50 313.46 total current liabilities non-current liabilities (C) 2483.33 3083.30 1723.81 1526.67 2482.08 2783.22 Financial liabilities (excluding trade payables) 4.65 11.90 606.25 550.36 10690.79 11831.44 other liabilities (including trade payables) – – 16.32 16.92 434.73 7137.86 total non-current liabilities non-controlling interest (nCi) (d) (e) 4.65 11.90 622.57 567.28 11125.52 18969.30 – – – – 161.26 132.04 net assets (a+B-C-d-e) 1445.42 1185.66 (812.48) (598.57) 1692.98 1349.86 521 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [55] (contd.) (b) Reconciliation of carrying amounts of material joint ventures: Particulars l&t-mHPs Boilers Private limited l&t special steels and Heavy Forgings Private limited l&t infrastructure development Projects limited (consolidated) as at 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 as at 31-3-2019 as at 31-3-2018 v crore opening net assets 1185.66 929.88 (598.57) (641.09) 1349.86 1749.80 Profit/(loss) for the year (net of nCi) 279.96 241.47 (213.89) (270.30) 588.70 (404.18) dividend distributed during the year (including dividend tax) (28.22) – – – – – other comprehensive income (net of nCi) 8.02 14.31 (0.02) 1.21 24.71 (0.67) infusion during the year amount adjusted against securities premium equity component of other financial instruments other adjustments Closing net assets Group's share in % Group's share impairment Parent's investment in group companies Regrouped to provisions other adjusments Carrying amount – – – – – – – – – – – – 311.61 – – – – (246.59) 70.00 (93.70) – – – 4.91 1445.42 1185.66 (812.48) (598.57) 1692.98 1349.86 51.00% 51.00% 74.00% 74.00% 97.45% 97.45% 737.16 604.69 (601.24) (442.94) 1657.53 1325.49 – – – – – – – – – – – (288.44) (113.00) 33.30 33.30 594.41 458.24 – – 6.83 (15.30) (127.58) 65.14 737.16 604.69 – – 1274.81 1310.93 (c) summarised statement of Profit and loss of material joint ventures: Particulars Revenue interest income depreciation and amortisation Finance cost tax expense v crore l&t-mHPs Boilers Private limited l&t special steels and Heavy Forgings Private limited l&t infrastructure development Projects limited (consolidated) 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2735.70 2966.52 210.83 127.87 1666.57 1760.54 20.26 19.22 0.12 0.16 29.71 7.16 (62.32) (17.72) (58.63) (47.65) (49.28) (452.16) (329.58) (21.25) (181.59) (179.22) (1070.17) (905.61) (137.93) (126.70) – – (36.97) (70.91) Profit/(loss) from continuing operations (net of nCi) 279.96 241.47 (213.89) (270.30) 607.52 (193.60) Profit/(loss) from discontinued operations (net of nCi) – – – (18.82) (210.58) Profit/(loss) for the year (net of nCi) 279.96 241.47 (213.89) (270.30) 588.70 (404.18) other comprehensive income (net of nCi) 8.02 14.31 (0.02) 1.21 24.71 (0.67) total comprehensive income (net of nCi) 287.98 255.78 (213.91) (269.09) 613.41 (404.85) 522 Notes forming part of the Consolidated Financial statements (contd.) Note [55] (contd.) (d) Financial information in respect of individually not material joint venture/associate Particulars aggregate carrying amount of investment in individually not material joint venture/associate 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 as at 31-3-2019 630.32 66.11 (17.80) 48.31 as at 31-3-2019 88.52 541.80 630.32 2011.97 2642.29 2018-19 17.72 48.39 66.11 (87.11) (21.00) v crore as at 31-3-2018 565.98 77.20 11.53 88.73 v crore as at 31-3-2018 71.10 494.87 565.97 1915.62 2481.59 v crore 2017-18 18.67 58.53 77.20 (513.06) (435.86) Note [56] disclosure pursuant to ind as 107 “Financial instruments: disclosures”: market risk management (a) Foreign exchange rate and interest rate risk: 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 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 523 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [56] (contd.) 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 31-3-2019 As at 31-3-2018 Particulars US Dollar including pegged currencies EURO Malaysian Ringgit Canadian Dollar Japanese Yen Kuwaiti Dinar US Dollar including pegged currencies EURO Malaysian Ringgit Canadian Dollar Japanese Yen Kuwaiti Dinar (5474.23) 286.37 67.37 91.74 (10.43) 162.25 (2966.34) (23.64) 66.84 50.96 (179.21) 78.01 552.57 222.95 – – – – 594.48 222.04 – – – – 16327.53 (813.82) 102.09 (38.66) 538.14 974.77 11598.88 (1673.88) 49.17 51.14 659.25 1273.26 Net exposure to foreign currency risk in respect of recognised financial assets/(recognised financial liabilities) Derivatives including embedded derivatives for hedging receivable/ (payable) exposure with respect to non financial assets/(non financial liabilities) Derivatives including embedded derivatives for hedging receivable/(payable) exposures with respect to firm commitments and highly probable forecast transactions Receivable/(payable) exposures with respect to forward contracts and embedded derivatives not designated as cash flow hedge Options (written) not designated as cash flow hedge (527.50) (533.77) (1237.61) 586.94 – – – – 31.73 – (1705.20) (239.02) – – – – – – – – – – – – 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 106.11 crore as at March 31, 2019 and R 59.93 crore as at march 31, 2018. 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, 2019 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. (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 524 Notes forming part of the Consolidated Financial statements (contd.) Note [56] (contd.) 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 31-3-2019 as at 31-3-2018 49107.01 45476.71 a hypothetical 50 basis point shift in respective currency liBoR and other benchmarks on the unhedged loans would result in a corresponding increase/decrease in finance 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 2018-19 2017-18 v crore impact on equity as at 31-3-2019 as at 31-3-2018 1.63 (1.63) (20.44) 20.44 (25.77) 25.77 (20.91) 20.91 1.63 (1.63) (20.44) 20.44 (25.77) 25.77 (20.91) 20.91 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 38.01 crore as at march 31, 2019 and +/-R 24.17 crore as at march 31, 2018. a 5% change in the equity funds, naV would result in a value change of +/- R 39.16 crore as at March 31, 2019 and +/- R 17.19 crore as at march 31, 2018 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 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, 525 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [56] (contd.) 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 measured at 12-month eCl loss allowance as on 1-4-2017 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 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 31-3-2019 307.45 188.74 (64.69) (151.69) 279.81 313.71 28.36 (141.88) 480.00 v crore loss allowance measured at life time eCl Financial assets for which credit risk has increased significantly and credit not impaired 143.92 16.89 Financial assets for which credit risk has increased significantly and credit impaired 3865.51 67.93 (51.09) 82.89 192.61 33.49 (25.78) 27.79 228.11 115.78 871.18 4920.40 123.00 (2.59) (1127.93) 3912.88 (iv) Reconciliation of allowance for expected credit loss on trade receivables (other than financial services business): opening balance Changes in allowance for expected credit loss: Particulars loss allowance based on eCl additional provision Write off as bad debts Closing balance [Refer note 13] (v) amounts written off: amount of financial assets written off during the period but still enforceable Particulars v crore trade Receivables 2018-19 2900.10 2017-18 2465.16 84.34 265.62 (249.23) 3000.83 2018-19 1531.86 41.80 766.83 (373.69) 2900.10 v crore 2017-18 557.52 526 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 (i) investment in preference shares (ii) investment in mutual funds and units of fund (iii) (ii) investment in government securities, debentures and bonds (v) derivative instruments not designated as cash flow hedges (vi) embedded derivatives not designated as cash flow hedges (vii) investment in security receipts (viii) loans sub-total (i) ii. measured at amortised cost: loans investment in government securities, debentures and bonds (i) (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) (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: Borrowings (i) (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. note as at 31-3-2019 v crore as at 31-3-2018 843.99 287.39 4514.29 1253.23 17.12 47.60 1016.88 16836.61 24817.11 71981.52 84.94 33116.98 3428.27 8353.04 121.53 117086.28 4829.00 865.18 8.72 5702.90 147606.29 582.49 312.98 8990.10 1523.26 139.12 28.40 791.07 24395.92 36763.34 78412.79 1832.55 37038.17 974.20 12217.35 287.14 130762.20 4445.53 1212.86 17.50 5675.89 173201.43 as at 31-3-2019 v crore as at 31-3-2018 24.93 99.41 124.34 21.44 47.11 68.55 6,12 6,12 6,12 6,12 9,18 9,18 6 7,8,16,17 7,8,16,17 6,12 13 18 9,14,15 6,12 9,18 9,18 note 23,29 23,29 22,26,27 28 125555.17 42994.81 4489.42 173039.40 107524.08 37797.38 4981.81 150303.27 23,29 23,29 23,29 368.52 185.85 554.37 1.78 173719.89 170.18 164.12 334.30 1.47 150707.59 527 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 2018-19 2017-18 1. Gains/(losses) on fair valuation or sale of investments 2. Gains/(losses) on fair valuation or sale of loan (Financial services) 3. Gains/(losses) on fair valuation/settlement of derivative: 137.91 (2160.12) (77.62) (30.73) (a) Gains/(losses) on fair valuation or settlement of forward contracts not designated as 7.73 59.40 cash flow hedges (b) Gains/(losses) on fair valuation or settlement of embedded derivative contracts not (1.65) 28.22 designated as cash flow hedges (c) Gains/(losses) on fair valuation or settlement of futures not designated as cash flow (21.81) (125.74) hedges sub-total (a) B. Financial assets measured at amortised cost: 44.56 (2228.97) (i) exchange difference gains/(losses) on revaluation or settlement of items denominated in 471.76 220.53 foreign currency (trade receivables, loans given etc.) (ii) (allowance)/reversal for expected credit loss during the year (iii) Provision for impairment loss (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: (699.45) (1265.19) (803.87) (778.78) 438.15 (220.29) (364.34) (477.26) (957.75) (2520.99) (i) exchange difference gains/(losses) on revaluation or settlement of items denominated in (452.17) (172.42) foreign currency (trade payables, borrowing availed etc.) (ii) Unclaimed credit balances written back sub-total (C) total [i] = (a+B+C) 90.86 128.76 (361.31) (43.66) (1274.50) (4793.62) 528 Notes forming part of the Consolidated Financial statements (contd.) Note [57] (contd.) sr. no. Particulars v crore 2018-19 2017-18 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. (125.90) (51.18) (ii) derivative measured at fair value through other Comprehensive income: (b) Gains/(losses) on fair valuation or settlement of forward contracts designated as cash (225.41) 640.56 flow hedges (c) Gains/(losses) on fair valuation or settlement of embedded derivative contracts 18.49 (82.38) designated as cash flow hedges sub-total (a) less: (332.82) 507.00 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 (62.89) (5.70) (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)] total [ii] = (a-B) 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: 355.28 434.30 15.42 (150.25) 307.81 278.35 (640.63) (640.63) 228.65 228.65 236.91 236.91 2748.08 2748.08 10901.16 8789.81 356.91 391.27 2197.22 1443.07 13455.29 10624.15 (i) Financial liabilities measured at amortised cost (8528.80) (6969.13) (ii) derivative instruments (including embeded derivatives) that are measured at fair value (259.02) (266.60) 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) (0.06) (15.48) (8787.88) (7251.21) 4904.32 6121.02 529 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 as at 31-3-2019 as at 31-3-2018 Carrying amount Fair value Carrying amount Fair value v crore Financial assets: loans 7,8,16,17 62234.11 57890.20 61500.75 56265.75 Government securities, debentures and bonds 6,12 1832.55 1899.07 84.94 84.94 total Financial liabilities: Borrowings total notes: 64066.66 59789.27 61585.69 56350.69 22,26,27 51252.31 51252.31 51656.55 51656.55 44982.93 45417.30 44982.93 45417.30 1. Carrying amount of loans is gross of provsion for expected credit losses 2. 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: as at 31-3-2019 level 1 level 2 level 3 total v crore Valuation technique for level 3 items Financial assets: loans Government securities, debentures and bonds total Financial liabilities: Borrowings total – – – 737.02 737.02 8783.50 49106.70 57890.20 discounted cash flow 1899.07 – 1899.07 discounted cash flow 10682.57 49106.70 59789.27 9360.96 41558.57 51656.55 discounted cash flow 9360.96 41558.57 51656.55 as at 31-3-2018 level 1 level 2 level 3 total Valuation technique for level 3 items v crore Financial assets: loans debentures and Bonds total Financial liabilities: Borrowings total – – – 8989.57 47276.18 56265.75 discounted cash flow 84.94 – 84.94 discounted cash flow 9074.51 47276.18 56350.69 811.49 9202.25 35403.56 45417.30 discounted cash flow 811.49 9202.25 35403.56 45417.30 Valuation technique level 2: Future cash flows discounted using G-sec/liBoR rates plus corporate spread. 530 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 31-3-2019 As at 31-3-2018 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 39.93 – – 213.17 542.56 99.81 582.49 312.98 102.16 – 741.83 – 217.73 69.67 843.99 287.40 8801.31 656.38 – – 8801.31 4385.66 0.53 866.35 1523.26 424.46 – – – 4385.66 828.77 1253.23 (v) Derivative instruments not designated as cash 9,18 flow hedges (vi) Embedded derivative instruments not designated as cash flow hedges (vii) Other investments (viii) Loans (financial services business) Financial assets at FVTOCI (i) Debt instruments viz. government securities, bonds and debentures (ii) Derivative financial instruments designated as cash flow hedges (iii) Embedded derivative financial instruments designated as cash flow hedges 9,18 8,17 6, 7, 12 9,18 9,18 Total Financial Liabilities: Financial liabilities at FVTPL: (i) Designated at FVTPL: – – – – 139.12 28.40 – – 139.12 28.40 – – 979.86 979.86 24395.92 24395.92 – – – – 17.12 47.60 – – 17.12 47.60 – 1145.50 1145.50 – 16836.61 16836.61 2133.84 2303.29 8.40 4445.53 2849.72 1889.70 89.58 4829.00 – 1212.86 – 1212.86 – 865.18 – 865.18 – 17.50 – 17.50 – 8.72 – 8.72 11631.46 3914.87 26892.90 42439.23 7762.00 3046.05 19711.96 30520.01 (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 – – – – – 24.93 99.41 368.52 185.85 678.71 – – – – – 24.93 99.41 – – 21.44 47.11 – – 21.44 47.11 368.52 – 170.18 – 170.18 185.85 – 164.12 – 164.12 678.71 – 402.85 – 402.85 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 vaue technique using forward exchange rates at the end of reporting period. (b) Preference share and government securities, bonds and debentures – Future cash flows are discounted using G-sec rates as at reporting date. 531 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [57] (contd.) (g) movement of items measured using unobservable inputs (level 3): Particulars 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 addition during the year disposal during the year Gains/(losses) recognised in Profit or loss Balance as at 31-3-2019 equity shares Preference shares debt instruments loans other investments v crore total 752.53 141.45 (166.52) 14.37 741.83 565.76 (571.03) (194.00) 542.56 75.45 1113.95 7900.36 733.61 10575.90 – – (5.78) 69.67 – – 30.14 99.81 244.58 13342.84 443.97 14172.84 (407.93) (4406.59) (14.05) (4995.09) (32.25) – (18.03) (41.69) 918.35 16836.61 1145.50 19711.96 11.19 14248.11 192.46 15017.52 (33.33) (6688.80) (123.44) (7416.60) (21.46) – (234.66) (419.98) 874.75 24395.92 979.86 26892.90 (h) sensitivity disclosure for level 3 fair value measurements: Fair value as at Particulars As at 31-3-2019 As at 31-3-2018 Significant unobservable inputs v crore 476.98 656.51 Book value 65.58 Equity shares 64.27 31-3-2019: 1. 2. Net realization per month R 30.90 per sq/ft. Capitalisation rate 12.25% 31-3-2018: 1. Net realization per month R 30 per sq/ft. Capitalisation rate 12% 2. Preference shares – 99.81 21.05 Cost 69.67 Expected yield Debt instruments 874.75 918.35 Expected yield Loans 24395.92 16836.61 Expected yield Other Investments 979.86 1145.50 Net Assets Value (NAV) 532 Sensitivity 2019: Increase/decrease of 5% in the book value would result in impact on profit or loss by R 18.02 crore 2018: Increase/decrease of 5% in the book value would result in impact on profit or loss by R 24.51 crore 2019 : 1% change in net realization would result in +/- R 0.32 crore (post tax- R 0.21 crore) 25 bps change in capitalization rate would result in +/- R 0.63 crore (post tax- R 0.41 crore) 2018 : 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) 2018: Sensitivity is insignificant 2019: Increase/decrease in the fair value by 5% would result in impact on profit or loss by R 4.74 crore 2018: Increase/decrease in the fair value by 5% would result in impact on profit or loss by R 3.21 crore 2019: Increase/(decrease) in fair value by 0.25% would result in impact on profit or loss by R 1.65 crore 2018: Increase/(decrease) in fair a by 0.25% would result in impact on profit or loss by R 1.73 crore 2019: Increase/(decrease) in fair value by 0.25% would result in impact on profit or loss by R 39.68 crore 2018: Increase/(decrease) in fair value by 0.25% would result in impact on profit or loss by R 27.52 crore 2019: Increase/decrease in the NAV by 5% would result in impact on profit or loss by R 31.87 crore 2018: Increase/decrease in the NAV by 5% would result in impact on profit or loss by R 37.45 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 31-3-2019 Within twelve month After twelve month Total As at 31-3-2018 Within twelve month After twelve month v crore Total  22,26,27 53909.10 84473.80 138382.90 35625.77 84552.99 120178.76  28  23,29  23,29  23,29 41836.59 1158.22 42994.81 37031.46 765.92 37797.38 4261.66 227.76 4489.42 3245.58 1736.23 4981.81 100007.35 85859.78 185867.13 75902.81 87055.14 162957.95 384.74 147.05 531.79 14.14 142.08 156.22 398.88 289.13 688.01 176.76 136.50 313.26 21.99 89.29 111.28 198.75 225.79 424.54 (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 As at 31-3-2019 As at 31-3-2018 Nominal amount (v crore) Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) Average rate (v) Within twelve months (v crore) After twelve months (v crore) 15833.62 8848.99 15955.20 69.64 10243.19 5712.01 24682.61 2373.28 113.99 230.00 75.12 84.81 17.54 187.51 1643.94 729.34 1823.48 53.37 150.51 60.62 79.49 Arab Emirates Dirham 1228.16 19.34 1228.16 Canadian Dollar British Pound Japanese Yen Kuwaiti Dinar Qatari Riyal Bangladesh Toka Saudi Riyal Australian Dollar South African Rand Danish Krone Norwegian Krone Thai Baht Swedish Krona – 87.48 1449.58 1524.52 1551.27 873.53 96.64 – 96.74 0.68 – 87.48 1284.36 237.38 1232.40 19.72 0.88 21.04 1227.83 854.91 96.64 – – – – – – – – – – – – – – – – – – – – – 165.22 292.12 323.44 18.62 – – – – – – – 222.73 1698.31 18.55 1253.61 138.38 301.94 1414.98 56.96 68.97 923.19 2039.77 1476.18 – – 25.90 102.69 85.20 17.07 179.55 18.11 56.96 97.34 0.65 – – 56.32 5.40 9.87 12.34 16.91 1.43 27.03 9.39 2.12 9.32 1210.15 613.33 138.38 301.94 – – 1411.17 3.81 56.96 68.97 889.42 – – 25.90 102.69 9.87 16.91 1.43 27.03 – – 33.77 341.46 222.57 – – – – – – – – 533 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 Omani Riyal Canadian Dollar As at 31-3-2019 As at 31-3-2018 Nominal amount (v crore) Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) Average rate (v) Within twelve months (v crore) After twelve months (v crore) 13738.88 4472.40 – 71.10 1060.96 531.77 302.59 – – 5.20 28.71 40.53 70.57 81.43 – 94.52 0.66 232.14 72.69 – – 9.16 180.36 54.04 12789.54 4338.30 – 71.10 877.42 531.77 302.59 – – 5.20 28.71 40.53 949.34 13167.42 4957.31 134.10 0.75 – 75.61 – 337.91 183.54 760.92 – 417.42 – 26.03 – 16.56 – 8.02 – – – – – 67.43 80.88 17.86 91.99 0.62 219.15 74.49 10.32 8.83 8.74 – – 7475.81 4887.56 0.75 51.53 337.91 760.92 417.42 26.03 16.56 7.00 – – 5691.61 69.75 – 24.08 – – – – – 1.02 – – (B) options taken to hedge exchange rate risk and accounted as cash flow hedge: Particulars Receivable: US Dollars/Indian Rupees EURO/US Dollars Payable: US Dollars/Indian Rupees Nominal amount (v crore) As at 31-3-2019 Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) As at 31-3-2018 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 1422.50 R 71.13 to R 74.94 $ 1.17 to $ 1.25 632.65 750.00 R 67.69 to R 75 1422.50 – 363.68 268.97 750.00 – – – – – – – – – – – – – (C) Forward covers taken to hedge exchange rate risk and accounted as net investment hedge: Particulars Receivable: US Dollar Arab Emirates Dirham Qatati Riyals Saudi Riyal Nominal amount (v crore) 28.73 81.20 116.68 51.07 As at 31-3-2019 Average rate (v) Within twelve months (v crore) 71.83 20.46 20.91 19.34 28.73 – 116.68 51.07 After twelve months (v crore) – 81.20 – – Nominal amount (v crore) As at 31-3-2018 Average rate (v) Within twelve months (v crore) 28.73 – – 187.39 71.83 – – 17.43 – – – 187.39 (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 31-3-2019 Average rate (%) Within twelve months (v crore) 369.58 After twelve months (v crore) 4.32 Nominal amount (v crore) As at 31-3-2018 Average rate (%) Within twelve months (v crore) 524.94 773.58 7.48 Floating interest rate borrowings 373.90 7.17 534 After twelve months (v crore) 28.73 – – – After twelve months (v crore) 248.64 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 31-3-2019 Average rate (v) Copper (Tn)* Aluminium (Tn) Iron Ore (Tn) Coking Coal (Tn) Zinc (Tn) Lead (Tn) *Negative nominal amount represents sell position. (271.25) 514615.22 202.04 148790.59 5469.41 38.32 39.27 13631.02 42.44 189480.24 33.63 142435.43 Within twelve months (v crore) (271.25) 202.04 29.47 29.26 42.44 33.63 After twelve months (v crore) – – 8.85 10.01 – – Nominal amount (v crore) As at 31-3-2018 Average rate (v) (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 (k) Carrying amounts of hedge instruments for which hedge accounting is followed: (a) Cash flow hedge: Particulars (i) Forward contracts Current: As at 31-3-2019 Currency exposure Interest rate exposure Asset - Other financial assets Liability - Other financial liabilities Non-current: Asset - Other financial assets Liability - Other financial liabilities 714.75 396.77 366.37 109.95 (0.40) – (0.40) – (ii) Swap contracts Current: Asset - Other financial assets 49.11 0.88 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 – – – 22.43 0.96 6.51 – – – – – – – – Commodity price exposure 56.94 46.57 – – – – – – – – – – As at 31-3-2018 Currency exposure Interest rate exposure 538.62 197.60 219.76 98.81 (0.25) – (0.48) – 66.58 12.57 (8.43) – 21.02 (3.65) – – – – – – – – – – After twelve months (v crore) – – – – – – v crore Commodity price exposure 25.18 23.19 – – – – – – – – – – 535 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [57] (contd.) (B) net investment hedge: Particulars (i) Forward contracts Current: As at 31-3-2019 As at 31-3-2018 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 11.48 0.11 2.68 – – – – – – 14.63 2.15 0.91 – – – (l) Breakup of cash flow hedging reserve and cost of hedging reserve: v crore Commodity price exposure – – – v crore Particulars Balance towards continuing hedges Balance for which hedge accounting discontinued Total As at 31-3-2019 As at 31-3-2018 Cash flow hedging reserve Cost of hedging reserve Cash flow hedging reserve Cost of hedging reserve 360.54 (121.43) 239.11 6.77 (0.88) 5.89 241.13 208.09 449.22 (11.45) – (11.45) v crore (m) Reclassification of hedging reserve and cost of hedging reserve to Profit or loss: Particulars 2018-19 2017-18 Future cash flows are no longer expected to occur: Revenue from operations sales, administration and other expenses other income 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 109.03 (45.53) 0.34 – (83.81) – (28.32) 69.08 441.59 331.25 (24.26) (166.29) (259.35) (267.43) – 0.03 262.37 203.70 536 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 Changes in the spot element of the forward contracts which is designated as hedging instruments 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 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 v crore 2018-19 2017-18 449.22 359.62 261.47 (4.49) (301.78) 719.83 59.82 (151.83) (364.94) (211.57) 0.31 1.24 28.32 (255.20) 106.69 239.11 (8.38) 449.22 v crore 2018-19 2017-18 (11.45) (12.09) (226.43) 0.13 252.95 (9.31) 5.89 (5.33) – 6.49 (0.52) (11.45) 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 collateral non-current: investments loans other assets total non-current financial assets pledged as collateral as at 31-3-2019 v crore as at 31-3-2018 22.90 11865.78 682.92 24703.11 694.42 37969.13 87.48 42797.67 – 42885.15 – 11434.34 1257.08 10519.31 525.62 23736.35 – 52722.97 26.10 52749.07 537 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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 31-3-2019: 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: 84.25% 52550.72 74.99% 6677.70 43.30% (118.63) 75.99% 6559.07 Hi-Tech Rock Products and Aggregates 0.02% 14.15 0.03% 3.11 – – 0.04% 3.11 Limited L&T Geostructure LLP L&T Infrastructure Engineering Limited 0.24% 0.07% 150.69 44.01 0.60% 0.05% 53.19 4.52 – (0.03%) – 0.07 0.62% 0.05% 53.19 4.59 Heavy Engineering: L&T Cassidian Limited Defence Engineering: – – – – – – – – L&T Shipbuilding Limited (1.96%) (1225.59) (4.66%) (415.10) (0.41%) 1.12 (4.80%) (413.98) Hydrocarbon: L&T Hydrocarbon Engineering Limited 3.19% 1989.46 6.23% 554.74 42.21% (115.64) 5.09% 439.10 IT & Technology Services: Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Thales Technology Services Private Limited 7.56% 3.91% 0.02% 4713.45 2435.92 10.61 16.56% 7.86% 0.12% 1475.06 700.10 10.67 (9.44%) 0.78% (0.08%) 25.87 (2.13) 0.21 17.39% 8.09% 0.13% 1500.93 697.97 10.88 Syncordis Software Services India Private 0.00% 2.01 0.01% 0.67 0.01% (0.02) 0.01% 0.65 Limited Graphene Semiconductor Services Private 0.03% 21.32 0.05% 4.70 (0.04%) 0.10 0.06% 4.80 Limited Seastar Labs Private Limited Ruletronics Systems 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 Private Limited 0.00% 0.01% 0.00% 0.13% 12.55% 2.46% 1.70% 0.02% 0.21 3.82 0.70 82.45 7830.35 1531.93 1061.22 11.21 0.00% 0.00% 0.00% 0.37% 3.01% 3.39% 1.48% (0.05%) 0.11 (0.43) 0.14 33.27 267.79 302.00 131.66 (4.26) – – – (0.05%) 0.12% (0.10%) 0.02% – – – – 0.14 (0.32) 0.27 (0.05) – 0.00% (0.01%) 0.00% 0.39% 3.10% 3.50% 1.52% (0.05%) 0.11 (0.43) 0.14 33.41 267.47 302.27 131.61 (4.26) L&T Infra Investment Partners Trustee 0.00% 0.05 – – – – – – Private Limited L&T Infrastructure Finance Company 6.30% 3930.38 2.60% 231.90 0.19% (0.52) 2.68% 231.38 Limited L&T Investment Management Limited L&T Mutual Fund Trustee Limited L&T Trustee Company Private Limited L&T Financial Consultants Limited 0.85% 0.00% – 0.11% 527.23 1.43 – 67.30 0.99% 0.00% – 0.13% 88.35 (0.10) – 11.93 0.07% – – 0.01% (0.20) – – (0.02) 1.02% 0.00% – 0.14% 88.15 (0.10) – 11.91 538 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) Mudit Cement Private Limited L&T Finance Limited L&T Infra Investment Partners (The Fund) (0.04%) 14.27% 0.79% (26.20) 8900.61 493.74 (0.08%) 9.50% 0.14% (6.89) 845.93 12.51 As % of consolidated other comprehensive income – 0.50% – Amount (v crore) – (1.38) – As % of consolidated total comprehensive income (0.08%) 9.78% 0.14% Amount (v crore) (6.89) 844.55 12.51 Developmental Projects: L&T Metro Rail (Hyderabad) Limited Sahibganj Ganges Bridge-Company Private Limited 3.54% – 2208.24 – (1.66%) – (148.15) – 0.26% – (0.72) – (1.73%) – (148.87) – Marine Infrastructure Developer Private – – (0.59%) (52.96) – – (0.61%) (52.96) 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 Westend Project LLP LTR SSM Private 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, Construction Equipment and Others: L&T Construction Equipment Limited L&T Construction Machinery Limited L&T Valves Limited Others: Bhilai Power Supply Company Limited L&T Power Limited Kesun Iron and Steel Company Private Limited L&T Aviation Services Private Limited L&T Capital Company Limited L&T Infra Contractors Private Limited 0.00% 0.00% 4.76% 2.09% 5.20% 0.00% (0.04%) 0.09% 0.40% – 0.00% 4.34% (0.01%) – – 0.00% 0.58% 0.00% 0.70% 0.00% 0.01% 0.00% 0.05% 0.01% 0.00% (0.10) (1.00) 2967.95 1302.53 3245.07 (0.02) (26.89) 56.20 251.43 – 0.05 2706.91 (4.65) – – 2.03 (0.46%) (2.26%) (1.66%) 0.00% 1.08% 0.00% (9.71%) 3.33% (9.38%) – 0.00% 0.51% 0.00% – – (0.03%) (40.68) (201.27) (148.12) 0.03 96.42 (0.01) (865.07) 296.67 (835.68) – (0.05) 45.30 (0.02) – – (2.44) – – – – 0.41% – – – – – – 0.03% – – – – – – – – (1.11) – – – – – – (0.08) – – – – (0.47%) (2.33%) (1.72%) 0.00% 1.10% 0.00% (10.02%) 3.44% (9.68%) – 0.00% 0.52% 0.00% – – (0.03%) (40.68) (201.27) (148.12) 0.03 95.31 (0.01) (865.07) 296.67 (835.68) – (0.05) 45.22 (0.02) – – (2.44) 362.10 0.01 439.04 0.63% – (1.63%) 56.05 – (144.74) (0.40%) – (3.14%) 1.09 – 8.59 0.66% – (1.58%) 57.14 – (136.15) 0.05 5.27 (0.27) 33.92 4.96 (0.01) – 0.00% – (0.02%) 0.01% 0.00% – 0.22 – (1.50) 0.47 (0.01) – – – – – – – 0.00% – 0.00% – – (0.01) – – (0.02%) 0.01% 0.00% – 0.22 – (1.51) 0.47 (0.01) 539 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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) Foreign Subsidiaries Infrastructure: Larsen & Toubro (Oman) LLC Larsen & Toubro Qatar LLC Larsen & Toubro Saudi Arabia LLC Larsen & Toubro T&D SA (Proprietary) Limited 0.62% 0.00% 0.88% 0.01% 383.25 0.50 551.00 2.96 (0.27%) 0.00% 1.83% 0.00% (24.11) (0.01) 163.11 0.22 (7.52%) (0.01%) (7.24%) 0.18% 20.61 0.03 19.84 (0.48) (0.04%) 0.00% 2.12% 0.00% (3.50) 0.02 182.95 (0.26) Larsen & Toubro (East Asia) Sdn.Bhd. 0.00% 1.04 0.01% 1.11 0.00% (0.01) 0.01% 1.10 Hydrocarbon: Larsen & Toubro Heavy Engineering LLC Larsen & Toubro Hydrocarbon International Limited LLC L&T Modular Fabrication Yard LLC L&T Overseas Projects Nigeria Limited Larsen Toubro Arabia LLC L&T Hydrocarbon Saudi Company (formerly known as Larsen & Toubro ATCO Saudi LLC) Larsen & Toubro Kuwait Construction General Contracting company WLL PT Larsen & Toubro Hydrocarbon Engineering Indonesia Larsen & Toubro Electromech LLC L&T Hydrocarbon International FZE IT & Technology Services: (0.10%) 0.00% 0.16% 0.00% (0.63%) (0.74%) (64.42) (2.72) (0.47%) 0.00% (42.10) (0.27) 97.59 (0.02) (390.04) (461.21) 1.95% 0.00% 0.35% 0.26% 173.52 (0.03) 30.90 23.10 5.19% 0.05% 3.80% – 8.90% 10.34% (14.22) (0.14) (10.42) – (24.38) (28.33) (0.65%) (0.01%) 1.89% 0.00% 0.08% (0.06%) (56.32) (0.41) 163.10 (0.03) 6.52 (5.23) 0.00% 1.53 0.03% 2.75 0.03% (0.08) 0.03% 2.67 – – – – – – – – (0.12%) 0.00% (73.82) 0.12 0.57% 0.00% 51.03 (0.17) 2.98% – (8.18) – 0.50% 0.00% 42.85 (0.17) L&T Information Technology Services 0.00% (0.37) 0.00% (0.01) – – 0.00% (0.01) (Shanghai) Co., Ltd. L&T Infotech Financial Services 0.39% 245.78 0.85% 75.48 (0.75%) 2.06 0.90% 77.54 Technologies Inc. Larsen & Toubro Infotech Canada Limited Larsen & Toubro Infotech LLC Larsen and Toubro Infotech South Africa (Proprietary) LTD Larsen & Toubro Infotech GmbH Larsen & Toubro Infotech Austria GmbH L&T Information Technology Spain SL Larsen & Toubro Infotech Norge AS Larsen & Toubro LLC L&T Infotech S. DE R.L. DE C.V. Syncordis S.A. Syncordis SARL Syncordis Limited Syncordis Support Services S.A. 0.03% 0.01% 0.01% 0.58% 0.00% 0.00% 0.00% 0.01% 0.00% 0.03% 0.00% (0.01%) 0.00% 17.68 3.34 3.12 358.79 0.32 2.48 0.02 2.59 (0.60) 21.25 0.54 (4.54) 1.15 0.08% 0.00% (0.01%) 0.06% 0.00% (0.01%) – 0.00% (0.01%) 0.08% (0.05%) (0.05%) 0.01% 6.76 0.35 (1.24) 5.16 (0.39) (0.71) – 0.03 (0.93) 6.71 (4.83) (4.60) 1.03 0.01% (0.06%) 0.24% (0.71%) 0.00% 0.04% – (0.05%) (0.01%) 0.32% 0.01% (0.03%) 0.02% (0.02) 0.17 (0.67) 1.94 (0.01) (0.10) – 0.15 0.01 (0.87) (0.02) 0.07 (0.05) 0.08% 0.01% (0.02%) 0.08% (0.01%) (0.01%) – 0.00% (0.01%) 0.07% (0.06%) (0.05%) 0.01% 6.74 0.52 (1.91) 7.10 (0.40) (0.81) – 0.18 (0.92) 5.84 (4.85) (4.53) 0.98 540 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) Nielsen+Partner Unternehmensberater 0.03% 15.06 0.01% 0.55 As % of consolidated other comprehensive income 0.17% GmbH Nielsen+Partner Unternehmensberater AG Nielsen+Partner Pte Ltd Nielsen+Partner S.A Nielsen&Partner Company Limited Nielsen&Partner Pty Ltd Ruletronics Limited Ruletronics Systems Inc L&T Technology Services LLC Graphene Solutions PTE Ltd. Graphene Solutions SDN .BHD Graphene Solutions Taiwan Limited Esencia Technologies Inc Financial Services: 0.00% 0.01% 0.01% 0.00% 0.00% 0.01% 0.01% 0.22% 0.00% 0.00% 0.00% 0.00% 2.06 9.27 4.72 (0.19) 0.50 6.66 4.06 136.93 1.50 0.17 1.27 (0.72) 0.01% 0.00% 0.00% 0.00% 0.00% 0.01% 0.00% 0.87% 0.00% 0.00% 0.00% 0.78% 0.69 0.32 0.25 0.04 0.29 0.57 0.20 77.38 0.11 (0.01) 0.24 69.05 0.03% 0.17% 0.08% (0.05%) 0.01% 0.08% 0.04% (1.07%) 0.03% 0.00% 0.03% (0.11%) Amount (v crore) (0.47) (0.08) (0.46) (0.22) 0.14 (0.02) (0.22) (0.11) 2.93 (0.07) (0.01) (0.07) 0.30 As % of consolidated total comprehensive income 0.00% 0.01% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.93% 0.00% 0.00% 0.00% 0.80% Amount (v crore) 0.08 0.61 (0.14) 0.03 0.18 0.27 0.35 0.09 80.31 0.04 (0.02) 0.17 69.35 L&T Capital Markets (Middle East) Ltd 0.00% 1.17 (0.02%) (1.56) 0.20% (0.54) (0.02%) (2.10) 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 LLC PT. Tamco Indonesia Servowatch Systems Limited Tamco Electrical Industries Australia Pty Ltd. Tamco Switchgear (Malaysia) SDN BHD Thalest Limited Others: 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 Magtorq Private Limited 0.01% 5.60 (0.02%) (2.19) (0.17%) 0.46 (0.02%) (1.73) (0.02%) (0.01%) 0.27% (0.03%) 0.01% (0.04%) 0.01% 0.85% 0.01% 1.23% 0.65% (10.94%) 0.12% – 0.01% (12.30) (3.74) (0.01%) 0.00% (0.62) 0.10 0.02% 0.06% (0.04) (0.16) (0.01%) 0.00% 166.45 (16.00) 0.18% (0.03%) 16.14 (2.88) (3.12%) 0.27% 8.54 (0.74) 0.29% (0.04%) 2.90 (24.65) 5.35 527.84 7.77 769.06 407.36 48840.69 (6826.11) (0.02%) (0.08%) (0.03%) 0.19% 0.00% 5.85% 4.99% (14.73%) (1.79) (6.93) (2.23) 1.06% (0.16%) 0.03% 16.84 (0.14) (1.10%) 0.06% (2.89) 0.42 (0.08) 3.01 (0.15) 521.29 444.03 3951.63 (1311.45) 145.29% 1.81% 16.10% (398.08) (4.97) (521.42) (44.11) (0.05%) (0.08%) (0.03%) 0.23% 0.00% 1.43% 5.09% (15.71%) (0.66) (0.06) 24.68 (3.62) (4.68) (6.51) (2.31) 19.85 (0.29) 123.21 439.06 3430.21 (1355.56) 76.73 – 4.76 0.18% – 0.00% 16.31 – 0.10 0.12% – – (0.32) – – 0.19% – 0.00% 15.99 – 0.10 541 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 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) Magtorq Engineering Solutions Private 0.00% 0.39 0.00% 0.05 Limited Foreign Associates As % of consolidated other comprehensive income – Amount (v crore) – As % of consolidated total comprehensive income 0.00% Amount (v crore) 0.05 Larsen & Toubro Qatar & HBK Contracting (0.01%) (3.63) – – 0.08% (0.22) 0.00% (0.22) Co. WLL L&T Camp Facilities LLC Total Associates 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: 0.01% 4.93 83.18 0.01% 0.95 17.41 0.01% (0.04) (0.58) 0.01% 0.91 16.83 1.18% 0.23% 0.07% 0.05% 737.16 146.39 45.38 30.60 1.60% 0.26% 0.11% 0.07% 142.78 23.22 (1.49%) 4.27% 4.09 (11.70) 9.74 6.07 0.01% (0.28%) (0.03) 0.78 1.70% 0.13% 0.11% 0.08% 146.87 11.52 9.71 6.85 L&T Special Steels and Heavy Forgings (0.96%) (601.24) (1.78%) (158.28) 0.00% (0.01) (1.83%) (158.29) Private Limited Defence Engineering: L&T MBDA Missile Systems Limited 0.00% 0.45 0.00% (0.02) – – 0.00% (0.02) Hydrocarbon: L&T Sapura Offshore Private Limited L&T Sapura Shipping Private Limited L&T-Gulf Private Limited Developmental Projects: 0.00% 0.48% 0.03% 0.29 300.73 15.90 0.00% 0.00% 0.02% (0.16) 0.40 1.41 – (6.31%) – – 17.28 – 0.00% 0.20% 0.02% (0.16) 17.68 1.41 L&T Infrastructure Development Projects 2.17% 1354.74 6.44% 573.55 (8.83%) 24.20 6.93% 597.75 Limited (Consolidated) Valves, Construction Equipment and Others: L&T Kobelco Machinery Private Limited 0.04% 26.70 0.07% 6.27 0.01% (0.04) 0.07% 6.23 Others: Raykal Aluminium Company Private 0.00% 0.23 0.00% (0.03) – – 0.00% (0.03) Limited Foreign Joint Ventures Hydrocarbon: Indiran Engineering Projects & Systems, 0.00% (0.31) 0.00% (0.20) (0.03%) 0.09 0.00% (0.11) Kish, (PJSC) L&T Hydrocarbon Caspian LLC Total Joint Ventures CFS Adjustment and elimination Total – (55.04%) – 2057.02 (34330.70) 62374.80 – (11.62%) – 604.75 (1034.91) 8905.13 – (137.27%) – 34.66 376.09 (273.99) – (7.63%) – 639.41 (658.82) 8631.14 542 Notes forming part of the Consolidated Financial statements (contd.) Note [60] 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: sr. no. 1 2 3 4 5 Particulars note inventories trade receivables loans - current other financial assets other current assets 11 13 16 18 19 as at 31-3-2019 as at 31-3-2018 Within twelve months 5318.60 36645.76 625.59 2006.28 45317.53 after twelve months 1095.33 392.41 1.10 – 7370.50 total 6413.93 37038.17 626.69 2006.28 52688.03 Within twelve months 3873.97 32589.64 556.38 4194.41 38949.33 after twelve months 973.83 527.34 3.34 – 8947.69 (b) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date: v crore total 4847.80 33116.98 559.72 4194.41 47897.02 v crore total Particulars note as at 31-3-2019 Within twelve months after twelve months total as at 31-3-2018 Within twelve months after twelve months trade payables : due to micro enterprises and small enterprises due to others other financial liabilities other current liabilities Provisions 252.96 41583.63 4734.92 26333.88 2864.80 8.16 1150.06 80.16 4832.67 173.04 261.12 42733.69 4815.08 31166.55 3037.84 166.40 36865.06 5000.35 22344.67 2328.52 28 29 30 31 9.76 176.16 756.16 37621.22 5032.18 4750.97 27095.64 2525.05 196.53 31.83 sr. no. 1 2 3 4 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: On March 30, 2019, the Ministry of Corporate Affairs notified Ind AS 116 “Leases”, applicable in respect of accounting periods commencing on or after april 1, 2019. Ind AS 116 “Leases” supersedes AS 17 “Leases” in respect of accounting periods commencing on or after April 1, 2019. Ind AS 116 sets out the principles for the recognition, measurement, presentation and disclosure of leases. Pursuant to transition methods permitted under Ind AS 116, the Group is proposing to use “modified retrospective approach” for transitioning to Ind AS 116 with effect from april 1, 2019. Under modified retrospective approach, cumulative effect of initially applying the accounting standard as at april 1, 2019 will be recognised as an adjustment to the opening balance of retained earnings of the financial year 2019-20 and figures for the financial year 2018-19 will not be restated as per the new accounting standard. With respect to existing leases as at the date of initial application of the accounting standard, the Group is proposing to use the practical expedient available on transition to Ind AS 116 and will not reassess whether a contract is or contains a lease and instead apply Ind AS 116 only to the contracts that were previously identified as lease applying ind as 17. the Group has carried out an initial assessment of the impact of adopting this standard and there would not be any significant impact on the financial statements of the Group. 543 Notes FoRminG PaRt oF tHe Consolidated FinanCial statements annUal RePoRt 2018-19 Notes forming part of the Consolidated Financial statements (contd.) Note [62] disclosure pursuant to ind as 7 “statement of Cash Flows” - Changes in liabilities arising from financing activities: sr. no. Particulars 1 2 3 4 5 6 7 8 9 10 11 Balance as at 1-4-2017 Proceeds from Borrowings (net) effect of changes in foreign exchange rates interest accrued (net of interest paid) other changes (transfer within categories) Balance as at 31-3-2018 Proceeds from Borrowings (net) effect of changes in foreign exchange rates interest accrued (net of interest paid) other changes (transfer within categories) Balance as at 31-3-2019 non-current borrowings (note 22) 67340.58 14133.39 11.23 (326.42) (8244.02) 72914.76 8493.76 46.45 (250.03) (7084.15) 74120.79 amounts reported in statement of Cash Flows under financing activities: Current borrowings (note 26) 16534.47 2680.02 56.03 61.33 – 19331.85 7765.14 210.74 0.11 1916.00 29223.84 Particulars Proceeds from non-current borrowings Repayments of non-current borrowings Proceeds from other borrowings (net) Changes from financing cash flows (as above) (a) Repayments on account of liability classified as held for sale (b) total changes from financing cash flows (a+b) Current maturities of long term borrowings (note 27) 10078.90 (4172.13) (8.64) 1135.32 8244.02 15277.47 1606.44 240.30 (81.82) 5168.15 22210.54 2018-19 24181.62 (14081.42) 7765.14 17865.34 – 17865.34 v crore total 93953.95 12641.28 58.62 870.23 – 107524.08 17865.34 497.49 (331.74) – 125555.17 v crore 2017-18 46903.46 (36942.20) 2680.02 12641.28 (22.28) 12619.00 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 252.91 crore (previous year: R 385.17 crore). Note [64] The Group has amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at march 31, 2019. the disclosure pursuant to the said act is as under: Particulars Principal amount due to suppliers under msmed act 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 2018-19 193.92 0.13 125.39 – 0.30 0.38 11.25 8.24 v crore 2017-18 105.66 0.33 144.48 0.02 0.11 5.68 10.45 8.18 544 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [65] The financial services business of the Group has changed its accounting policy in respect of provision for expected credit loss to adopt more prudent norms for determining stage 3 (credit impaired) assets and its classification of loans into at amortised cost or at fair value through profit or loss (FVTPL) or at fair value through other comprehensive income (FVTOCI). Accordingly, the Balance Sheet as at April 1, 2017 has been restated. The impact of the change amounting to R 753.49 crore (net of tax) has been debited to the opening retained earnings as on April 1, 2017 as below. The impact on the financial results for 2017-18 is not material. v crore Particulars Assets As at April 1, 2017 As at March 31, 2017 Impact of change Remarks Loan towards financing activities 70261.24 72061.24 (1800.00) Additional provision as per expected credit loss (ECL) method on change in accounting policy Deferred tax assets (net) 2359.10 1736.15 622.94 Deferred tax assets on additional ECL Total Equity and Liabilities Other equity provision (1177.06) 49276.44 50029.93 (753.49) Net impact on retained earnings (Group share) Non-controlling interests 3140.03 3563.60 (423.57) Share of Non-controlling interests on Total NOTE [66] additional ECL provision (net of tax) (1177.06) Subsequent to the year under review, the Company has divested its entire stake in L&T Kobelco Machinery Private Limited (part of Others Segment) to Kobe Steel, Ltd. on April 17, 2019. Since the criteria for classifying the said investment as held for sale is not met as at reporting date, the same has not been classified as held for sale in the consolidated financial statements. NOTE [67] The Board of Directors in its meeting held on May 10, 2019, has approved amalgamation of its wholly-owned subsidiary L&T Shipbuilding Limited (‘LTSB’) with the Company subject to receipt of regulatory and other approvals. NOTE [68] There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2019. NOTE [69] Figures for the previous year have been regrouped/re-classified to conform to the figures of the current year. 545 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2018-19 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 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: * Date of incorporation 546 1 Bhilai Power Supply Company Limited 31-Mar-19 INR 2 L&T Shipbuilding Limited 31-Mar-19 INR 3 L&T Electricals and Automation Limited 31-Mar-19 INR 4 Hi-Tech Rock Products & Aggregates Limited 31-Mar-19 INR 5 L&T Seawoods Limited 31-Mar-19 INR 6 Kesun Iron and Steel Company Private Limited 31-Mar-19 INR 7 L&T Valves Limited v crore 8 L&T Realty Limited 31-Mar-19 INR 31-Mar-19 INR – 11-Jul-95* 13-Nov-07* – – 12-Dec-07* – 01-Jan-08* – 13-Mar-08* – 16-Jan-09* 23-Nov-61* 30-Nov-07* – – 0.05 444.00 7.44 0.05 1654.55 0.01 18.00 47.16 – 1.07 1.12 1.12 – – – – – – – – – 99.90 (1669.59) 3810.25 2584.66 2584.66 11.87 599.77 (415.10) – (415.10) – – – – 97.00 (5.41) 8.92 10.95 10.95 – – (2.44) – (2.44) – – – – 100.00 14.10 400.73 414.88 414.88 299.80 360.14 4.39 1.28 3.11 – – – – 100.00 9 Chennai Vision Developers Private Limited 31-Mar-19 INR 10 L&T Vision Ventures Limited 11 L&T Power Limited 12 L&T Cassidian Limited 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 1052.36 71.13 2778.04 2778.04 – 281.19 20.99 (24.31) 45.30 – – – – 100.00 13 L&T Aviation Services Private Limited 31-Mar-19 INR (0.28) 0.29 0.02 0.02 – – (0.00) – (0.00) – – – – 95.00 421.04 556.27 995.31 995.31 33.86 739.32 (219.12) (74.39) (144.73) – – – – 100.00 14 Larsen & Toubro Infotech Limited 15 L&T Finance Holdings Limited 204.27 83.81 335.24 335.24 43.45 51.84 (828.32) 7.36 (835.68) – – – – 100.00 16 L&T Housing Finance Limited 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR – 14-Aug-08* 22-Dec-06* 09-Mar-06* 15-Apr-11* 06-Nov-09* 23-Dec-96* 01-May-08* – – – – – – – 09-Oct-12 0.01 0.05 0.05 0.05 45.60 17.35 1998.81 165.37 (0.03) 0.02 0.00 0.00 – – (0.01) – (0.01) – – – – 100.00 (4.70) 10.89 6.24 6.24 – – (0.02) – (0.02) – – – – 68.00 5.21 0.06 5.32 5.32 5.31 – 0.25 0.03 0.22 – – – – 99.99 (0.05) 0.00 0.00 0.00 – – – – – – – – – 100.00 (11.68) 13.86 47.78 47.78 – 17.99 (2.05) (0.55) (1.50) – – – – 100.00 4696.10 1513.15 6226.60 6226.60 2260.06 8907.20 1959.75 484.69 1475.06 (216.84) – (268.94) – 74.80 5831.54 2218.53 10048.88 10048.88 9146.20 482.11 304.03 36.97 267.06 – – (199.70) – 63.91 1366.57 11559.29 13091.23 13091.23 1617.18 1484.03 394.08 92.07 302.01 (114.94) – – – 63.91 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. 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: * Date of incorporation 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-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 23 L&T Infra Investment Partners Advisory Private Limited 31-Mar-19 INR 24 L&T Infra Investment Partners Trustee Private Limited 31-Mar-19 INR – 31-Dec-12 07-Feb-13* 25-Apr-96* 30-Apr-96* 18-Apr-06* 19-Mar-13* 30-May-11* 12-Aug-11* – – – – – – – 1599.14 52.31 251.82 0.15 1255.30 490.18 5.00 0.10 7301.47 46936.55 55837.16 55837.16 4683.62 6890.59 1303.05 457.12 845.93 (191.90) – – – 63.91 25 L&T Financial Consultants Limited 31-Mar-19 INR – 16-Jun-11* 30.14 17.17 99.62 99.62 68.50 77.32 40.89 7.62 33.27 – – – – 63.91 275.40 77.15 604.37 604.37 277.79 618.84 88.35 – 88.35 (30.22) – – – 63.91 1.28 0.06 1.49 1.49 1.11 0.07 (0.08) 0.02 (0.10) – – – – 63.91 2675.06 24478.41 28408.77 28408.77 2080.54 2817.18 421.88 189.99 231.89 – – – – 63.91 571.04 7545.17 8606.39 8606.39 167.04 728.56 131.66 – 131.66 – – – – 63.91 6.21 1.50 12.71 12.71 8.23 6.52 (5.91) (1.64) (4.27) – – – – 63.91 26 Mudit Cement Private Limited 31-Mar-19 INR 27 L&T Capital Company Limited 28 L&T Power Development Limited 31-Mar-19 INR 31-Mar-19 INR 29 L&T Uttaranchal Hydropower Limited 31-Mar-19 INR 30 L&T Arunachal Hydropower Limited 31-Mar-19 INR 31 L&T Himachal Hydropower Limited 31-Mar-19 INR – 27-Dec-13 06-Apr-00* 12-Sep-07* 13-Nov-06* 24-Jun-10* 22-Jun-10* – – – – – (0.05) 0.01 0.06 0.06 0.03 0.03 0.00 (0.00) 0.00 – – – – 63.91 32 Nabha Power Limited 31-Mar-19 INR – 09-Apr-07 18.75 2.10 0.05 3112.70 161.05 40.39 200.55 2325.00 48.55 414.89 482.19 482.19 4.26 81.06 16.60 4.66 11.94 (6.75) – – – 63.91 (28.30) 61.32 35.12 35.12 – – (6.26) 0.63 (6.89) – – – – 63.91 4.91 0.07 5.03 5.03 0.01 0.75 0.47 (0.00) 0.47 (9.00) – – – 100.00 (144.75) 1.10 2969.05 2969.05 2963.97 6.78 (148.09) 0.03 (148.12) – – – – 100.00 1141.48 112.60 1415.13 1415.13 0.30 – 0.03 0.00 0.03 – – – – 100.00 (40.49) 0.11 0.01 0.01 – – (40.68) 0.00 (40.68) – – – – 100.00 (201.55) 1.12 0.12 0.12 – – (201.27) 0.00 (201.27) – – – – 100.00 920.07 8023.75 11268.82 11268.82 – 3968.04 121.03 24.61 96.42 – – – – 100.00 547 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2018-19 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 Thales L&T Technology Metro Rail Services (Hyderabad) Private Limited Limited 36 L&T Infrastructure Engineering Limited 35 L&T Construction Equipment Limited 39 L&T Hydrocarbon Engineering Limited 34 L&T Technology Services Limited v crore 40 L&T Infra Contractors Private Limited Particulars Sr. no. Sr. No. 38 Sahibganj Ganges Bridge- Company Private Limited 31-Mar-19 INR 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 Note: * Date of incorporation 548 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR – 24-Aug-10* 14-Jun-12* – – – 29-Jul-97* 09-Dec-98* – 15-Feb-14 31-Mar-19 INR 31-Mar-19 INR – – 14-Jul-16* 02-Apr-09* 17-Mar-17* – 2427.18 20.80 120.00 3.60 2.05 0.01 1000.05 0.01 (218.93) 13748.98 15957.23 15957.23 – 1629.04 (147.32) 0.82 (148.14) – – – – 100.00 2415.12 789.42 3225.34 3225.34 752.40 4712.00 941.45 241.35 700.10 (77.98) – (140.42) – 78.88 41 Esencia Technologies India Private Limited 31-Mar-19 INR 42 Syncordis Software Services India Private Limited 31-Mar-19 INR 242.10 1050.80 1412.90 1412.90 92.75 493.05 8.75 (47.30) 56.05 (318.00) – – – 100.00 43 LTR SSM Private Limited 40.41 42.58 86.59 86.59 – 68.32 6.92 2.40 4.52 – – – – 100.00 44 Larsen & Toubro LLC 8.56 71.40 82.01 82.01 7.11 116.75 12.81 2.14 10.67 – – – – 58.37 45 Larsen & Toubro Infotech GmbH 31-Mar-19 INR 31-Mar-19 USD 31-Mar-19 EURO (0.01) – – – – – 0.00 0.00 0.00 – – – – 100.00 989.40 9886.94 11876.39 11876.39 2771.78 12694.83 847.35 292.59 554.76 (250.01) (60.90) – – 100.00 (0.02) 0.01 0.00 0.00 – – (0.01) – (0.01) – – – – 100.00 46 Larsen & Toubro Infotech Canada Limited 31-Mar-19 CAD 47 Larsen & Toubro Infotech LLC 31-Mar-19 USD 48 L&T Infotech Financial Services Technologies Inc. 31-Mar-19 CAD – 31-May-17 – 11-Dec-17 24-Sept-18* – 69.16 77.67 02-Jan-01* 14-Jun-99* 51.54 25-Apr-00 69.16 21-Jul-09* 51.54 01-Jan-11 0.01 0.45 0.10 0.36 0.39 0.00 – 193.28 0.69 0.05 0.75 0.75 – 1.59 0.22 0.08 0.14 – – – – 78.88 1.57 1.01 3.03 3.03 – 7.08 0.94 0.29 0.65 – – – – 74.80 (0.05) 0.00 0.05 0.05 – – (0.05) – (0.05) – – – – 100.00 2.23 0.94 3.53 3.53 – 3.43 0.04 0.01 0.03 – – – – 98.80 353.80 189.39 543.58 543.58 – 94.07 5.42 (0.85) 6.27 (8.10) – – – 74.80 17.80 25.46 43.26 43.26 – 164.79 9.10 2.44 6.66 – – – – 74.80 3.34 0.48 3.82 3.82 – 6.71 0.32 – 0.32 – – – – 74.80 53.34 46.71 293.33 293.33 – 298.19 104.31 28.44 75.87 (31.79) – – – 74.80 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 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 49 Larsen & Toubro Infotech South Africa (Proprietary) Limited 31-Mar-19 ZAR 50 L&T Information Technology Services (Shanghai) Co., Ltd. 31-Dec-18 CNY 51 L&T Realty FZE 52 Larsen & Toubro International FZE 53 Larsen & Toubro Hydrocarbon International Limited LLC 54 Thalest Limited 55 Servowatch Systems Limited 56 L&T Modular Fabrication Yard LLC 31-Mar-19 AED 31-Mar-19 USD 31-Dec-18 SAR 31-Mar-19 GBP 31-Mar-19 GBP 31-Dec-18 OMR 4.77 18.60 25-Jul-12 28-Jun-13* 27-Jan-08* 25-Sep-01* 17-Jun-13* 69.16 10.14 18.83 90.53 04-Apr-12 90.53 04-Apr-12 179.63 05-Jul-06* 0.21 1.09 16.94 756.21 0.93 1.21 23.08 51.81 3.20 16.60 20.01 20.01 – 25.83 (1.48) (0.40) (1.08) – – – – 56.02 (2.80) 4.78 3.07 3.07 – 4.11 (1.51) – (1.51) – – – – 74.80 (10.96) 0.12 6.10 6.10 – – (2.75) – (2.75) – – – – 100.00 (38.61) 22.55 740.15 740.15 577.14 0.19 532.51 11.66 520.85 (487.42) – – – 100.00 (3.70) 7.18 4.41 4.41 – – (0.22) 0.21 (0.43) – – – – 100.00 6.56 – 7.77 7.77 – – (0.14) – (0.14) – – – – 100.00 (47.73) 53.59 28.94 28.94 – 43.44 (7.04) (0.11) (6.93) – – – – 100.00 62 Larsen & Toubro Saudi Arabia LLC 63 Larsen Toubro Arabia LLC 131.91 281.80 465.52 465.52 – 1089.79 183.79 – 183.79 – – – – 70.00 64 L&T Hydrocarbon Saudi Company (formerly known as Larsen & Toubro ATCO Saudi LLC) 31-Dec-18 SAR Sr. No. Particulars Sr. no. 57 Larsen & Toubro (East Asia) SDN. BHD 58 Larsen & Toubro Qatar LLC 59 L&T Overseas Projects Nigeria Limited 60 L&T Electricals & Automation Saudi Arabia Company Limited LLC 61 Larsen & Toubro Kuwait Construction General Contracting Company, W.L.L 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: * Date of incorporation 31-Mar-19 MYR 31-Dec-18 QAR 31-Dec-18 NGN 31-Mar-19 SAR 31-Dec-18 KWD 31-Dec-18 SAR 31-Dec-18 SAR 16.94 19.00 13-Jun-96* 31-Mar-04* 0.19 18.60 15-Jul-04* 22-Aug-06* 29-Nov-06* 22-Jun-99* 229.91 18.44 18.60 01-Jul-12* 18.60 08-Jul-07* 1.27 0.38 0.19 33.19 45.98 26.74 18.60 1.86 (1.66) 3.08 2.69 2.69 – 2.42 0.16 0.00 0.16 – – – – 30.00 0.18 4.41 4.97 4.97 0.19 – (0.03) – (0.03) – – – – 49.00 (0.19) 0.03 0.03 0.03 – – (0.00) – (0.00) – – – – 100.00 (48.56) 149.22 133.85 133.85 – 146.38 (2.67) 0.30 (2.97) – – – – 100.00 (44.57) 22.39 23.80 23.80 – – 0.45 – 0.45 – – – – 49.00 555.11 1673.52 2255.37 2255.37 – 2140.92 281.60 58.34 223.26 (174.00) – – – 100.00 (372.89) 806.33 452.04 452.04 – 825.54 88.53 12.97 75.56 – – – – 75.00 (477.84) 1191.93 715.95 715.95 – 799.00 14.08 3.30 10.78 – – – – 100.00 549 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2018-19 71 Kana Controls General Trading & Contracting Company W.L.L 31-Mar-19 KWD 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.) 69 65 Larsen Tamco & Toubro Switchgear Heavy (Malaysia) Engineering Sdn. Bhd. LLC 67 Tamco Electrical Industries Australia Pty Ltd. 70 L&T Electrical & Automation FZE 66 Henikwon Corporation Sdn. Bhd. v crore 72 Larsen and Toubro T&D SA (Propreitary) Limited 68 PT. Tamco Indonesia 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 Note: * Date of incorporation 550 31-Mar-19 MYR 31-Mar-19 MYR 31-Mar-19 AUD 31-Dec-18 IDR 31-Dec-18 OMR 31-Mar-19 AED 31-Mar-19 ZAR 16.94 29-May-07 16.94 03-Jul-12 49.02 23-Apr-08 0.00 23-Apr-08 181.24 07-Apr-08* 18.83 04-Apr-08* 227.43 10-Sep-13 4.77 06-Sep-10* 169.40 10.93 80.75 12.58 102.67 1.88 2.27 3.58 358.47 249.66 777.53 777.53 – 529.96 19.88 3.05 16.83 (69.77) – – – 100.00 (23.20) 29.29 17.02 17.02 – 51.35 (0.60) 0.00 (0.60) – – – – 100.00 (75.40) 11.48 16.83 16.83 – 18.43 (2.23) – (2.23) – – – – 100.00 (52.45) 133.84 93.97 93.97 – 40.54 (5.46) (0.03) (5.43) – – – – 100.00 (83.11) 112.73 132.29 132.29 – 105.01 (44.43) (2.49) (41.94) – – – – 70.00 178.74 199.41 380.03 380.03 – 453.99 19.82 3.68 16.14 – – – – 100.00 (6.01) 22.30 18.56 18.56 – 56.63 0.06 – 0.06 – – – – 49.00 (0.62) 0.28 3.24 3.24 – – 0.22 – 0.22 – – – – 72.50 73 L&T Technology Services LLC 31-Mar-19 USD 74 L&T Infotech Austria GmbH 31-Mar-19 EURO 75 L&T Global Holdings Limited 31-Mar-19 USD 76 L&T Information Technology Spain, S.L. 31-Mar-19 EURO 77 Larsen & Toubro (Oman) LLC 78 Esencia Technologies Inc. 79 Syncordis S.A. 80 Syncordis SARL 31-Dec-18 OMR 31-Mar-19 USD 31-Dec-18 EURO 31-Dec-18 EURO 69.16 26-Jun-14* 77.67 18-Jun-15* 69.16 24-Feb-16* 77.67 01-Feb-16* 181.24 29-Jan-94* 69.16 31-May-17 79.99 15-Dec-17 79.99 15-Dec-17 103.80 0.27 55.32 0.39 26.41 0.01 0.28 0.12 33.13 72.85 209.78 209.78 – 208.23 77.57 0.19 77.38 – – – – 78.88 0.42 0.16 0.85 0.85 – 3.15 0.21 0.06 0.15 – – – – 74.80 352.04 781.90 1189.26 1189.26 1186.16 – 444.03 – 444.03 – – – – 100.00 2.24 11.31 13.94 13.94 – 37.30 (1.11) (0.24) (0.87) – – – – 74.80 398.31 2943.08 3367.80 3367.80 – 2592.69 13.74 (0.45) 14.19 – – – – 65.00 11.72 33.64 45.37 45.37 0.03 129.06 91.95 22.90 69.05 (74.85) – – – 78.88 20.12 33.84 54.24 54.24 1.01 115.76 10.49 2.58 7.91 – – – – 74.80 0.95 17.91 18.98 18.98 – 28.83 (6.01) (1.17) (4.84) – – – – 74.80 v crore 88 L&T - MHPS Turbine Generators Private Limited 31-Mar-19 INR 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 L&T - Syncordis Sargent Limited and Lundy Limited 84 Larsen and Toubro Electromech LLC 87 L&T - MHPS Boilers Private Limited 83 L&T Infotech S. DE R.L. DE C.V. 82 Syncordis Support Services S.A. 86 L&T - Gulf Private 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 31-Mar-19 GBP 31-Dec-18 EURO 31-Dec-18 MXN 31-Dec-18 OMR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 90.53 15-Dec-17 79.99 15-Dec-17 3.54 01-Mar-17* 181.24 – 01-Jan-05 05-May-95* 11-Jan-08* 09-Oct-06* 27-Dec-06* – – – 0.01 0.24 0.00 5.44 5.57 8.00 234.10 710.60 (2.34) 6.61 4.28 4.28 – 4.62 (2.90) (0.54) (2.36) – – – – 74.80 89 Raykal Aluminium Company Private Limited 31-Mar-19 INR – 23-Feb-99* 0.90 3.84 4.98 4.98 – – 0.95 0.00 0.95 – – – – 74.80 90 L&T Special Steels and Heavy Forgings Private Limited 31-Mar-19 INR (0.48) 6.54 6.06 6.06 – 15.55 (0.87) (0.28) (0.59) – – – – 74.80 (138.08) 418.18 285.54 285.54 – 345.10 18.29 0.73 17.56 – – – – 70.00 55.64 26.79 88.00 88.00 30.98 93.41 14.32 2.18 12.14 (15.00) – – – 50.0001 23.79 8.04 39.83 39.83 1.22 24.75 3.58 0.75 2.83 – – – – 50.0002 1211.32 2487.98 3933.40 3933.40 455.88 2735.70 417.89 137.93 279.96 – – (23.41) – 51.00 91 L&T Howden Private Limited 92 L&T Sapura Offshore Private Limited 93 L&T Kobelco Machinery Private Limited 94 L&T Sapura Shipping Private Limited 95 L&T MBDA Missile Systems Limited (423.56) 1935.59 2222.63 2222.63 427.30 812.08 45.56 – 45.56 – – – – 51.00 96 L&T Infrastructure Development Projects Limited 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 USD 31-Mar-19 INR 31-Mar-19 INR – – 01-Jul-09* 17-Jun-10* 02-Sep-10* 25-Nov-10* 02-Sep-10* 05-Apr-17* 26-Feb-01* – – – – – 0.05 566.60 30.00 0.01 50.00 158.85 1.00 321.06 0.25 0.67 0.97 0.97 – – (0.04) – (0.04) – – – – 75.50 (1379.09) 2346.38 1533.89 1533.89 – 210.83 (213.88) 0.01 (213.89) – – – – 74.00 60.58 118.52 209.10 209.10 – 162.88 26.06 6.62 19.44 – – – – 50.10 0.48 5.93 6.42 6.42 – – (0.26) 0.00 (0.26) – – – – 60.00 2.28 61.02 113.30 113.30 – 101.30 14.92 2.70 12.22 – – (1.15) – 51.00 342.36 309.16 810.37 810.37 – 108.03 1.14 0.48 0.66 – – – – 60.00 (0.12) 55.81 56.69 56.69 – – (0.04) – (0.04) – – – – 51.00 2182.46 1687.14 4190.66 4190.66 3284.64 246.34 92.13 (0.47) 92.60 – – – – 97.45 Note: * Date of incorporation 551 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2018-19 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.) 101 97 L&T Panipat Halol-Shamlaji Elevated Tollway Corridor Limited Limited 100 L&T Transportation Infrastructure Limited 99 L&T Interstate Road Corridor Limited 102 Ahmedabad- Maliya Tollway Limited 98 Vadodara Bharuch Tollway Limited Particulars Sr. no. Sr. No. v crore 104 L&T Deccan Tollways Limited 103 L&T Samakhiali Gandhidham Tollway Limited 31-Mar-19 INR 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 Note: * Date of incorporation 552 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR – 21-Jul-05* 23-Dec-05* 02-Feb-06* 24-Sep-97* 09-Sep-08* 09-Sep-08* 05-Feb-10* 20-Dec-11* – – – – – – – 30.05 43.50 57.16 41.40 795.35 149.00 80.54 285.34 (317.75) 498.21 210.51 210.51 9.68 78.30 (19.35) – (19.35) – – – – 97.45 (192.50) 895.17 746.17 746.17 135.85 345.13 72.81 15.92 56.89 – – – – 97.45 105 Kudgi Transmission Limited 31-Mar-19 INR 106 L&T Sambalpur - Rourkela Tollway Limited 31-Mar-19 INR (13.63) 261.88 305.41 305.41 141.38 30.29 (56.54) – (56.54) – – – – 97.45 171.33 175.38 388.11 388.11 56.64 32.01 22.22 6.97 15.25 – – – – 98.12 (410.45) 747.33 1132.23 1132.23 – 86.23 (49.51) – (49.51) – – – – 47.75 (57.34) 1227.08 1318.74 1318.74 7.16 190.41 (12.38) – (12.38) – – – – 97.45 (204.17) 1759.01 1635.38 1635.38 – 154.36 (108.38) – (108.38) – – – – 97.45 (343.33) 2248.39 2190.40 2190.40 46.32 134.83 (227.40) – (227.40) – – – – 97.45 107 PNG Tollway Limited 108 L&T Rajkot-Vadinar Tollway Limited 109 L&T Chennai - Tada Tollway Limited 110 L&T Capital Markets (Middle East) Limited 111 Larsen & Toubro Infotech Norge AS 112 Graphene Semiconductor Services Private Limited 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 INR 31-Mar-19 USD 31-Mar-19 NOK 31-Mar-19 INR – 30-Aug-13 18-Oct-13* 16-Feb-09* 08-Sep-08* 24-Mar-08* – – – – 69.16 18.83 01-Jul-18* 20-Nov-18* – 15-Oct-18 192.60 290.03 169.10 110.00 42.00 5.19 0.03 1.43 157.06 1604.86 1954.52 1954.52 277.09 195.45 58.94 15.25 43.69 – – – – 97.45 (66.37) 1116.11 1339.77 1339.77 89.83 224.28 (57.56) – (57.56) – – – – 97.45 (327.68) 974.20 815.62 815.62 – – 194.12 – 194.12 – – – – 72.11 (230.47) 956.78 836.31 836.31 – 104.10 (107.71) – (107.71) – – – – 97.45 (5.49) 357.25 393.76 393.76 – – (0.13) – (0.13) – – – – 97.45 (3.63) 18.24 19.80 19.80 – 1.90 (1.56) – (1.56) – – – – 63.91 (0.00) – 0.03 0.03 – – 0.00 – 0.00 – – – – 74.80 19.89 6.99 28.31 28.31 1.74 34.58 6.44 1.74 4.70 – – – – 78.88 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.) 117 113 L&T Graphene Hydrocarbon Solutions International Pte. Ltd. FZE 31-Mar-19 AED 118 L&T Construction Machinery Limited 31-Mar-19 INR 119 Ruletronics Systems Private Limited 31-Mar-19 INR 115 Graphene Solutions Taiwan Limited 31-Dec-18 TWD 116 Seastar Labs Private Limited 114 Graphene Solutions SDN. BHD. v crore 120 LT IDPL INDVIT Services Limited 31-Mar-19 INR 31-Mar-19 SGD 31-Mar-19 MYR 31-Mar-19 INR 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 Note: * Date of incorporation 51.04 15-Oct-18 16.94 15-Oct-18 – 15-Oct-18 – – 15-Oct-18 09-Sep-18* 18-Dec-18* 18.83 – – 01-Feb-19 20-May-99* 0.31 0.17 1.12 0.05 0.29 0.01 0.51 13.95 1.19 0.62 2.12 2.12 – 3.49 0.16 0.05 0.11 – – – – 78.88 0.00 0.03 0.20 0.20 – – (0.01) (0.00) (0.01) – – – – 78.88 0.15 0.24 1.51 1.51 – 0.52 0.30 0.06 0.24 – – – – 78.88 0.16 0.38 0.59 0.59 – – 0.11 – 0.11 – – – – 78.88 (0.18) 0.28 0.39 0.39 – – (0.17) – (0.17) – – – – 100.00 – 0.00 0.01 0.01 – – – – – – – – – 100.00 3.31 2.13 5.95 5.95 – 1.03 (0.57) (0.14) (0.43) – – – – 74.80 23.34 73.26 110.55 110.55 70.00 6.72 4.19 0.60 3.59 – – – – 97.45 notes: a) a) b) c) d) e) f) names of subsidiaries which are yet to commence operations: pt Larsen & toubro Hydrocarbon engineering indonesia L&t Hydrocarbon caspian LLc L&t infra contractors private Limited Ltr ssm private Limited L&t construction machinery Limited L&t Hydrocarbon international FZe B) names of subsidiaries which have been sold/dissolved/struck-off from the register of companies during the year: sold: L&t bpp tollway Limited Krishnagiri thopur toll road Limited (i) a) marine infrastructure developer private Limited b) c) d) Western andhra tollways Limited e) f) Krishnagiri Walajahpet tollway Limited devihalli Hassan tollway Limited (ii) Dissolved/struck-off: a) b) c) d) L&t idpL trustee manager pte. Ltd. L&t trustee company private Limited seawoods retail private Limited seawoods realty private Limited 553 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2018-19 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 Seaport (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-19 31-Mar-18 31-Dec-18 31-Dec-18 31-Mar-19 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 26-Oct-94 11-Feb-05 13-Sep-07 28-Jul-04 2-Aug-10 Number 45,00,000 98,30,000 2,450 100 9,000 Amount of Investment in Associates/Joint Venture (R crore) Total Share capital (R crore) Reserves closing Total No of shares 4.50 9.00 144.47 9.83 44.06 17.51 90,00,000 4,40,58,020 4.33 9.50 (0.76) 5,000 0.18 0.38 (7.59) 200 Extent of Holding % (effective) 50.00% 21.74% 49.00% 50.00% Description of how there is significant influence Refer Note 1 4.42 0.21 10.89 21,003 42.85% 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 76.73 13.39 4.28 (3.60) 4.76 32.62 14.31 – – 1.23 – – – 0.24 – 554 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 Magtorq Engineering Solutions Private Limited Indiran Engineering Projects and Systems Kish PJSC 31-Mar-19 Refer Note 2 Gujarat Leather Industries Limited 1 2 3 4 5 6 7 Date on which the Associate or Joint Venture was associated or acquired 2-Aug-10 31-Oct-09 27-Jun-91 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 Total No of shares Extent of Holding % (effective) Description of how there is significant influence Reason why the associate/joint venture is not consolidated 22,000 0.22 0.24 0.74 24,000 39.28% 875 0.39 0.78 (1.40) 1,750 50.00% Refer Note 1 Net worth attributable to Shareholding as per latest audited Balance Sheet (R crore) 0.39 (0.31) Profit / (Loss) for the year (R crore) Considered in Consolidation Not Considered in Consolidation 0.14 – (0.41) – 7,35,000 – – – – 50.00% Refer Note 3 – – – 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. 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) m. m. cHitaLe (din 00101004) sunita sHarma (din 02949529) mumbai, may 10, 2019 n. HariHaran company secretary m. no. a3471 viKram sinGH meHta (din 00041197) sanjeev aGa (din 00022065) n. Kumar (din 00007848) directors 555 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2018-19 notes 556 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) is/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 Fourth Annual General Meeting of the Company, to be held at Birla Matushri Sabhagar,19, Marine Lines, Mumbai - 400020 on Thursday, August 1, 2019 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, 2019 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, 2019. Dividend on equity shares for the financial year 2018-19. Appoint Mr. M. V. Satish (DIN: 06393156) as a Director liable to retire by rotation. Appoint Mr. Shailendra Roy (DIN: 02144836), as a Director liable to retire by rotation. Appoint Mr. R. Shankar Raman (DIN: 00019798), as a Director liable to retire by rotation. Appoint Mr. J. D. Patil (DIN: 01252184), as a Director liable to retire by rotation. Re-appoint Mr. M. M. Chitale (DIN: 00101004), as an Independent Director Re-appoint Mr. M. Damodaran (DIN: 02106990), as an Independent Director and approve his continuation beyond the age of 75 years 557 Item No. resolutions For Against 9 Re-appoint Mr. Vikram Singh Mehta (DIN: 00041197), as an Independent Director 10 11 12 13 14 15 Re-appoint Mr. Adil Zainulbhai (DIN: 06646490), as an Independent Director Change in scale of salary of Mr. S. N. Subrahmanyan (DIN: 02255382), Chief Executive Officer and Managing Director Change in scale of salary of Mr. R. Shankar Raman (DIN: 00019798), Chief Financial Officer & Whole-time Director Alteration to the objects clause of the Memorandum of Association of the Company Raise funds through issue of convertible bonds and/or equity shares through depository receipts and including by way of Qualified Institution Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) for an amount not exceeding R 4000 Crore or US $ 600 million, if higher. Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010) for the financial year 2019-20. Signed this ........................ day of ............... 2019 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 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. 558 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 Fintech 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 . t v P s u P t n i r P l : t a d e t n i r P I T T A N N V G A T I : Y B N G I S E D

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