Larsen & Toubro
Annual Report 2020

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TECHNOLOGY for SUSTAINABLE GROWTH 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 CHAiRMAN’S STaTEmEnT annuaL rEporT 2019-20 A.M. NAik Group Chairman This is the opportune moment for the Government of India and Indian industry to act in unison towards minimising our external dependencies, enhancing self-reliance and making ‘aatma nirbhar Bharat’ a reality. Dear Shareholders self-dependence achieves the desired outcomes swiftly, it is essential i am addressing you at a time when for the Government to introduce the nation is grappling with a global much-needed reforms in several pandemic, while simultaneously areas including Land acquisition, gearing itself for a phased reopening Competency & Skill Building. in of the economy, and preparing tandem, the administration would for life beyond Covid-19. Further, do well to streamline processes simmering tensions along our and accelerate the pace of decision northern border have precipitated making. an anti-China sentiment within the country. The world too is witnessing a growing groundswell of opinion against China, and seeking viable alternative sources of supply. i believe this is the opportune moment for the Government of india and indian industry to act in unison to minimise our external dependencies and enhance self-reliance. our hon’ble prime minister’s call for ‘aaatma nirbhar Bharat’ has resonated across the country. To ensure that the pm’s thrust on We are confident that if these measures are adopted and if the nation remains united, our determination and resolve will enable us to overcome the challenges ahead. Your company, as always, stands by the country and its leadership in this hour of need. right from the onset of the pandemic, L&T adopted stringent safety measures to ensure the safety and wellbeing of its people and stakeholders. as a good corporate 1 CHAiRMAN’S STaTEmEnT annuaL rEporT 2019-20 citizen with a social conscience, we responded to the These steps did lead to some encouraging results. The humanitarian crisis caused by the virus with monetary and onset of the pandemic however, negated these gains, material assistance. L&T, at the group level, contributed R 150 crore for the pm CarES fund in FY 2019-20, and further donated medical equipment including personnel protective Equipment worth R 40 crore to states across the country. amid widespread concerns about the plight of daily wage earners, we took it upon ourselves to ensure that the 1,60,000 contract workmen at our project sites received good care. We continued to pay them their wages, provide food, shelter and medical assistance while maintaining prescribed Covid 19 preventive & containment protocols. This has involved an outlay of approximately R 500 crore per month. as india’s leading technology, engineering and construction company, we are also extending expert assistance for the cause. our construction business has converted hospitals to CoViD care centres at six locations around the country. our dragging real GDp growth down to 4.2% for FY 2019-20 as a whole. The lockdown imposed towards the end of FY 2019-20, has dealt a severe blow to both demand and supply. in response, the Government has initiated a wide range of stimulus measures. Booster doses of fiscal and monetary resources aimed at improving liquidity have been announced, providing relief to stressed sections of society and revitalizing economic activity. While these measures are stemming the slide, it is likely that economic growth will still take a few more quarters to revive fully. on the global front, the world is bracing itself for growing insularity and economic uncertainty. We see a marked slowdown in manufacturing and trade, and heightened geo-political tensions. The domino effect of the uS-China trade dispute is being felt in different geographies as more countries begin to view international relations through a bipolar lens. increasingly, countries are adopting a array of smart solutions helps civic administrators in different protectionist stance in an attempt to safeguard their own cities to monitor crowds and alert the authorities. Your economies. meanwhile, oil prices remained soft due to company’s public spirited initiatives have been appreciated shifting demand-supply positions and rapidly changing by various state governments. geopolitical alignments. This has led to fiscal imbalances in Economic Scenario oil producing countries. The year witnessed faltering economic growth and under- utilization of capacity due to a combination of contributory factors. private sector investments, already under stress, it is this volatile situation which the onslaught of the pandemic has roiled further. Lockdowns in country after country have stalled the world’s growth engine casting a were further affected by fiscal slippages at the Centre and long shadow of economic uncertainty for some time to States and tight liquidity conditions. Consumption spends, come. a few countries are now on the road to recovery which hitherto had been a robust driver of economic and have sought to re-boot growth by injecting stimulus growth, lost momentum in FY 2019-20. Expectedly, both measures through a combination of monetary and fiscal export earnings and tax collections were weak. in its bid resources. These accommodative fiscal and monetary to revive the economy, the Government initiated several policies are likely to continue through 2020. monetary and fiscal measures. amongst them were a reduction in corporate tax rates, re-capitalisation of banks National infrastructure Pipeline (NiP) and consolidation within the banking sector, initiatives to improve credit availability, faster resolution of stressed assets and the announcement of packages for sectors like real estate and exports. The Government has formulated a national infrastructure project pipeline of R 111 lac crore over a 6-year period. although inadequate given the scale of india’s infrastructure 2 deficit, this is a step forward. This project pipeline consists special ‘Shramik’ trains and buses arranged by the Central of around 6,500 projects to be collectively funded by Government in coordination with State Governments have Central Government and State Governments to the extent been imprinted on our minds through mainstream and of 79%. The remaining 21% is envisaged to come from social media. While L&T on its part has taken measures to the private sector. a reading of the nip indicates that the provide relief to workmen at our project sites, we have not next few years are likely to see increased public spends been immune to the impact of labour disruption. From a in areas of water, metro rail networks, roads, renewable sub-contracted labour force of around 2,25,000 working at energy, power transmission and distribution as well as urban project sites prior to the Covid-19 outbreak, the workforce infrastructure. projected investments by the private sector, came down to 1,60,000 at the beginning of the lockdown however, appear a bit optimistic, despite corporate tax cuts. and dropped further as project sites were progressively Since infrastructure investments serve the twin benefits of reopened. normalcy is being gradually restored and is improving productivity and generating employment, we expected to stabilise to near regular levels in the second believe that the underlying macro drivers for investments quarter of FY 2020-21 in india remain intact and that the Company is poised to capitalise on these opportunities in the future. Performance 2019-20 Group performance overview in a year overshadowed by uncertainty, your Company turned in a creditable performance and registered growth For most of the year, L&T exhibited growth and strength in key performance parameters. order inflows which enable on all key performance parameters – even in the face the core EpC business to flourish and grow, expanded by of a stressed economic environment. Your Company’s 9% over the previous year. revenues which demonstrate strategically diversified business portfolio, geographical the ability of the Company to execute and deliver on dispersion, robust Balance Sheet, strong order Book position customer commitments grew by 8%. Shareholder value and execution strengths have stood L&T in good stead. Covid-19 impact: The period leading up to the lockdown and the subsequent stoppage of all economic activity from 25th march, 2020 has adversely affected your Company’s operations in late FY 2019-20 as well as the better part of Q1 FY 2020-21. The lockdown was progressively lifted from 14th april, 2020, with the initial resumption of operations being conducted under restrictions imposed by local authorities. Currently most of these project sites are active, and execution of jobs is progressing with a reasonable level of labour workforce. Sub-contracted labour force The sections of society hardest hit by the prolonged lockdown are daily wage earners and contract labour. images of migrant workers returning to their homes, some on foot, some by hitch-hiking and a large number through was delivered through healthy profit after Tax which stood at R 9,549 crores representing a growth of 7% over the previous year. The total order Book of R 303,857 crores as on 31st march, 2020 grew by 4% over the previous year-end and provides multi-year revenue visibility to the Company. revenue growth in the core business was provided by infrastructure, hydrocarbon, heavy Engineering and Defence Engineering Segments. Businesses in the iT and Technology Services Segment, which could transition, with relative ease, to a ‘work from home’ environment grew significantly, aided by inclusion of revenues from an acquisition made in FY 2019-20. The Financial Services business also registered modest growth, even while grappling with constraints of tight liquidity, stoppage of disbursements in end-march, 2020 and the dominant risk-averse sentiment of the lending community. it gives me great pleasure to inform you that the Board of Directors has recommended a Dividend of R 18.00 per 3 CHAiRMAN’S STaTEmEnT annuaL rEporT 2019-20 share including interim dividend of R 10.00 paid before under the overarching theme of improving the Consolidated 31st march, 2020. international business return on Equity (roE). The impact of the pandemic and additional provisions in Financial Services business has, however, depressed the roE for FY 2019-20. We are also The Company has, over the years, expanded its international incubating new age businesses which are expected to footprint through a geographical diversification and de- provide growth in the coming years. risking strategy. While the middle East region has obviously remained an area of focus, the Company has turned its Sustainable development attention to north and East africa. We have also looked at Your Company takes a 360-degree view of sustainable Bhutan, Sri Lanka, Bangladesh and other South East asian development that encompasses the social, economic, countries to steadily augment our international business. as governance and financial aspects of an organisation. We things stand, the middle East region constitutes 57% of the international order Book of R 75,038 crores. Talent management and succession planning have been disclosing our sustainability performance through our annual Sustainability / integrated reports which are being published for the last 12 years. The reports, which serve as ESG progress score cards, also adhere to the people continue to be the fulcrum of your Company’s Global reporting initiative (Gri) Standards and Sustainable operations and focused attention is given to retention and Development Goals (SDGs), and are independently verified professional development of talent at all levels. L&T has a by a third-party assurance agency. well-structured 7-step leadership development program designed to develop leadership at multiple levels spanning junior through middle to top management. Several initiatives including monetary and non-monetary rewards are in place to incentivise performance and provide our people the impetus to surpass themselves. The top management devotes considerable attention to ensuring that employees are given opportunities for professional development and are able to grow along with the businesses they work for. Business Developments During the year, your Company acquired a majority stake in mindtree Ltd., an iT-enabled services company. This acquisition has helped the services segment of the L&T Group to expand and contribute to higher revenues and profits. Going forward, we are confident that the contribution of the services businesses will exceed 40 per cent of Group turnover. The process of integrating the staff of mindtree and aligning common interests was completed through the active engagement of top management. This is now paying off through improved performance and growth. L&T has been steadfastly following its 5-year Strategic plan our approach covers a wide spectrum – ranging from progressive reduction of carbon emission intensity at our campuses and project sites, water conservation at the locations we operate in and the phased induction of alternative and recycled substitutes in our operations. The health, safety and well-being of your Company’s staff and all those who work at our factories and project sites are accorded the highest priority. Wherever we are and whatever we do, we make sure that the communities around us see a tangible and durable benefit from our presence. They see it in the shape of better access to potable water, an improved level of sanitation, and facilities for health, education and skill building. We believe each of these steps contribute to building a happier community which in turn will lead to a more harmonious society. Outlook The Covid-19 pandemic and its fallout makes it difficult to forecast the future with any degree of certainty. While we 4 are hopeful that the 2nd half of FY 2020-21 will herald We are all passing through a crisis of unprecedented better economic and business activity in terms of tendering, magnitude, and i would like to thank Team L&T as well good liquidity and revival of labour and supply chains, it as our customers, vendors and other stakeholders for the would be premature to predict the Company’s business confidence and trust they have reposed in us. i also thank outcomes for FY 2020-21. The company is putting in my fellow Board members for their invaluable support in enormous efforts to mitigate the impact of the pandemic, guiding the Company and enabling another year of growth. and register enhanced performance in FY 2021-22. at this point in time, we see prospects in the areas of Government buildings, data centres, healthcare infra, airports, metro railways, water projects including waste- Thank You water treatment and irrigation, hydel projects, expressways as well as onshore and offshore hydrocarbon projects. We a.m. naik are uncertain, however, of the timelines when these projects will take off. 5 CONTENTS annuaL rEporT 2019-20 CONTENTS 6 Company information organisation Structure Leadership Team Executive Committee L&T nationwide network & Global presence Corporate Social responsibility annual Business responsibility report (aBrr) 2019-20 Standalone Financials - 10 Year highlights Consolidated Financials - 10 Year highlights Graphs aGm notice Board report 7 8-9 10 11 12-13 14-20 22-43 44 45 46-47 48-69 70-181 management Discussion & analysis 182-335 auditors’ report on Standalone Financial Statements Balance Sheet Statement of profit and Loss 337-349 350-351 352-353 Statement of Changes in Equity 354-355 Cash Flow Statement 356-357 notes Forming part of the Financial Statements 358-458 auditors’ report on Consolidated Financial Statements Consolidated Balance Sheet 459-469 470-471 Consolidated Statement of profit and Loss 472-473 Consolidated Statement of Changes in Equity 474-475 Consolidated Cash Flow Statement 476-477 notes Forming part of the Consolidated Financial Statements 478-593 information regarding Subsidiary Companies 594-606 Shareholder’s Satisfaction Survey Form – 2019-20 607-608 COMPANY inFormaTion annuaL rEporT 2019-20 MR. A. M. NAIK Group Chairman MR. ADIL SIRAJ ZAINULBHAI independent Director MR. S. N. SUBRAHMANYAN Chief Executive officer and managing Director MRS. SUNITA SHARMA nominee of Life insurance Corporation of india MR. R. SHANKAR RAMAN Whole-time Director & Chief Financial officer MR. SUBRAMANIAN SARMA non-Executive Director MR. SHAILENDRA NARAIN ROY Whole-time Director & Sr. Executive Vice president (power) MRS. NAINA LAL KIDWAI 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. SANJEEV AGA independent Director MR. NARAYANAN KUMAR independent Director MR. HEMANT BHARGAVA nominee of Life insurance Corporation of india BoarD oF DirECTorS (as on 5th June 2020) MR. JAYANT DAMODAR PATIL Whole-Time Director & Sr. Executive Vice president (Defence & Smart Technologies) 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. Sivaram nair a Registered Office L&T house, Ballard Estate, mumbai - 400 001 Auditors m/s.Deloitte haskins & Sells LLp Registrar & Share Transfer Agents KFin Technologies private Limited 75th annual General meeting through Video Conferencing or other audio Visual means on Thursday, 13th august 2020 at 3.30 p.m. iST 7 ORGANISATION STRUCTURE ANNUAL REPORT 2019-20 88 99 LEADERSHiP TEam annuaL rEporT 2019-20 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 & Corporate Affairs) 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 & Smart Technologies) 10 ExEcutivE Committee (eCom) 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 & Corporate Affairs) 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 & Smart Technologies) Hasit Joshipura Sr. Vice President & Head Electrical & Automation T Madhava Das Sr. Vice President & Head Power Transmission & Distribution S. V. Desai Sr. Vice President & Head Heavy Civil Infrastructure Shrikant joshi CEO & Managing Director L&T Realty Limited Yogi Sriram S. Rajavel Y. S. Trivedi 11 NATiONWiDE nETWorK & GLoBaL prESEnCE annuaL rEporT 2019-20 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 Anicut in Rajasthan - to help ease water stress in the area. Building india’s Social infrastructure L&T’s deep concern for the underprivileged stems from a philosophy of inclusive, sustainable growth and development. Long before CSr was mandated by the Companies act 2013, L&T was providing health and educational services to the underprivileged around its facilities. Today, L&T’s CSr programmes are well-entrenched, focusing on areas that align with the global and national matrices of development: water & sanitation, health, education and skill- building WATER & SANiTATiON Through its integrated Community Development programme (iCDp), which L&T started in 2014-15, water for drinking, sanitation and agriculture has been made available to 5 formerly water-stressed locations in rajasthan, maharashtra and Tamil nadu covering 25875 households across 11596 hectares. infrastructure The affected communities were involved in the implementation of the solutions to their problems. Their contributions, such as labour, were used to construct water-harvesting structures. now, water for household use is available for 2-3 extra months in a year for 95% of the households as compared to 54% families in 2014. The ground water level has increased in project locations by 2 metres on an average. resilience against fluctuating rainfall cycles has been built. The project has been extended to another 4 water-stressed locations covering 50,965 households since 2018. Depth of water from ground surface (mtrs) 120 100 80 60 40 20 0 4.5 262 204 6.5 366 305 6 8 28 30 pathardi Chettipalayam pappampatti Kumbhalgarh Bhim Baseline achievement 14 CORPORATE SOCIAL RESPONSIBILITYANNUAL REPORT 2019-20 increase in arable land (ha) Percentage of households with access to Water 248 140 450 282 1474 1769 428 502 2014-15 2019-20 10000 1000 100 10 1 Chettipalayam pappampatti Kumbhalgarh Bhim Baseline achievement Fallow land brought under cultivation (ha) 54% 95% pathardi 0% 100% Chettipalayam Percentage of households with Toilets 2014-15 2019-20 32% 68% Treated fallow land remaining fallow land Kumbhalgarh 0% Sanitation drives 34% 91% pappampatti 25% 75% 100% Treated fallow land remaining fallow land Bhim 28% 72% Treated fallow land remaining fallow land The Government’s Swachha Bharat programme provided an impetus to L&T’s existing rural sanitation drive. L&T constructed over 1000 well-designed toilet-cum-bathrooms using local skills and material. Community-based monitoring committees ensured that these villages became free of open-defecation. Today, 91% households have toilets in the iCDp area, compared to 34% in 2014-15. WASH initiative as many schools in the project area lacked proper sanitation facilities, L&T provided adequate Water, Sanitation and hygiene (WaSh) infrastructure for over 3000 children and trained them in using toilets and keeping their schools clean and hygienic. Capacity Building The communities concerned were trained to facilitate optimum, equitable and efficient water use and implement other agricultural methods and technology to increase their yield. 15 Awareness programmes in schools help children to understand the importance of water & sanitation Farm field training sessions improve crop quality Farm field training trained the farmers in • Horticulture • Zero-budget natural farming Today, all the project areas have access to drinking water and sanitation, as well as water to cultivate fodder for livestock and extra crops. Case study: • Best practices on grains, pulse, vegetable nursery and Barren land blossoms fruit orchards. • Sustainable agricultural practices indigenous knowledge on managing livestock was revived, and youth and women trained in ethno-veterinary care. Women’s groups were given training in the retention of the nutritional value of food and in kitchen gardening. Workshops are held on participatory hydrological monitoring for ground water resource estimation and water budgeting for ensuring optimum, equitable and most efficient use of water Sustainability Community groups were set up to maintain and regulate the use of the structures and resources created through the project and democratically manage the community fund. Capacity building of these groups is undertaken regularly. 60-year-old mithu Singh, a farmer, lives with his family in Kookra in Bhim rajasthan, in a house overlooking the 2.5 to 3 bighas of land he owns and cultivates fruit on. it was barren, until an anicut was built next to it, recharging the well on his field. Lush green vegetation has sprung up, despite the poor rainfall this year. over the last three years, mithu’s yield has risen from 20 kg to 100 kg, due to the watershed management, seeds and training provided by L&T. EDUCATiON The backbone of social development is education. it has been accorded priority as part of L&T’s efforts towards inclusive development. L&T enhances the quality of education in resource-stressed slums, rural and tribal schools, by strengthening the concrete infrastructure as well as improving the quality of education in many ways. a sustainability index indicating the maturity and readiness of the local committees to sustain project efforts was computed. Technology-related interventions: L&T has provided computer laboratories and digital classrooms to several rural schools. 16 CORPORATE SOCIAL RESPONSIBILITYANNUAL REPORT 2019-20 Computers enhance learning in resource poor schools. Digital classrooms make learning interactive. STEM Project: most future jobs will involve digital technology comprising skills in Science, Technology, Engineering and mathematics (STEm), which intimidate students from resource-poor schools. Therefore, this year, L&T introduced the STEm ‘Engineering Futures’ project in 103 upper primary Government schools. Teachers in these schools were trained in collaborative and interactive teaching methods to replace rote learning with experiential learning. Students were encouraged to participate in science exhibitions and competitions. parents were encouraged to persuade their daughters to participate in order to bridge the gender gap in STEm-related careers. The STEM programme impacted 103 schools, 465 teachers and 23000 students this year. infrastructure: L&T constructed and repaired classrooms, toilet blocks and water stations for basic hygiene facilities, kitchens and sports grounds. L&T has developed school infrastructure that is child-friendly, learning-based and fun-based. Educational supplies: Supplies are provided to schools in remote rural and tribal villages. Balwadis: L&T improves the quality of balwadis and anganwadis in urban slums and rural areas. After-school community study centres: These centres offer supplementary education to underprivileged children, monitoring learning levels. Capacity Building: Teacher training programmes are held in Government schools. Overall development: underprivileged children benefit from life skills, extra-curricular activities, educational and recreational outings, health camps and health education sessions. Creating a home learning environment: School committees and parents are encouraged to dialogue and assume responsibility to maintain the infrastructure and create a learning environment at home. Case study: ‘Engineering Futures’ opens up a whole new world Gulrez is in Std.7 in one of the 25 schools undertaking L&T’s Engineering Futures project. Born with dwarfism, 11-year-old Gulrez does not let his physical limitations hamper his enthusiasm. 17 L&T TB Clinic at Koldongri, Andheri, Mumbai Cancer awareness and detection camps are held in and around L&T’s construction sites in Mumbai, Aurangabad and Tamil Nadu. he believes the project brought about positive changes in his academic and social life, boosting his self-confidence and popularity. Gulrez revealed, “my dream is to be an Engineer one day. using models to learn improves my critical thinking, and i believe this approach will help me achieve my dream.’’ HEALTH To make health care accessible and affordable to the underprivileged, L&T undertakes several initiatives. Health Centres: L&T’s 12 multi-speciality health Centres are professionally staffed and equipped to provide outpatient and tertiary health services. Focus is laid on preventing infant, child and maternal mortality. Psychological health: psychiatric opDs and counselling clinics provide services for mental health and stress-related issues. infrastructure: L&T provides medical equipment and construction/refurbishment services to health centres and hospitals run by the Government or charitable trusts. Health Camps: mobile vans take L&T’s health services to the underprivileged. Specialised health camps cover eye care, dental, paediatric and gynaecological care. Camps on reproductive health are conducted for disadvantaged children and adolescents. HiV/AiDS programmes: L&T has a comprehensive programme for hiV/aiDS management and state-of-the- art diagnostic and counselling facilities. it provides the Government’s free anti-retroviral Therapy (arT) at its arT health centre in mumbai in association with the national aiDS Control organisation (naCo). This Centre is an example of successful public-private collaboration. Tuberculosis (TB) services: L&T takes preventive and curative steps towards the control and management of TB. Dialysis Centres: L&T runs artificial kidney dialysis centres for the underprivileged at highly subsidised rates at its health Centres at mumbai, Thane, Vadodara, Surat and Chennai. Cancer camps: Camps on preventive education and early diagnosis are held – especially for women, with a focus on breast and cervical cancers. mammography and pap smear services are also provided. Case study: Koldongri TB Clinic at Mumbai L&T runs an exclusive TB clinic in Koldongri in partnership with the municipal Corporation of Greater mumbai (mCGm). This partnership started in 1981. in 2005, L&T set up a modern integrated centre for TB and arT. While the mCGm provided the land and the building space, L&T ensures that the services of specialist physicians 18 CORPORATE SOCIAL RESPONSIBILITYANNUAL REPORT 2019-20 Smart City Skill Development Centre at Hyderabad Trainees at Smart City Skill Development Centre and counselors are available. L&T ensures the high quality of diagnostics and treatment. procedures are nationally standardised. Trained community health workers make follow-up home visits to ensure treatment completion. Families and communities are educated in preventing TB and supporting patients. in FY 19-20, the clinic registered 1449 patients. 408 patients sought consultation for TB. 263 were put on DoTS treatment and counselled. For those provided CaT i, ii and iV treatments, a cure rate of 85-90% was achieved. 550 cases of multi Drug resistant Tuberculosis registered and started treatment. SkiLL DEVELOPMENT a key strategy to realize the potential of india’s demographic advantage is skill development. L&T helps to create the human resources to improve india’s competitiveness and growth – especially in construction skills – by training underprivileged youth. L&T’s Construction Skills Training institutes (CSTis) provide free standardized industrial training to prepare the large unorganised workforce to meet the demand for skilled workers in india and abroad. The skills imparted include bar-bending, formwork, electrical work, tiling, masonry, welding, carpentry and solar electrical work. With an emphasis on technology and innovation, new courses have been introduced at the Smart City Skill Development Center, hyderabad. integral elements of all the skill-training deliverables are digital training, digital study material, micro-learning modules on mobile apps, augmented reality / Virtual reality Training, safety, quality standards and soft skills training. periodic online assessments are undertaken. The hands-on training and the L&T certificate prepare the trainees to earn and support their families. many have found jobs abroad. L&T thus helps to bridge the schism between the skill demands of industry and the aspirations of the youth. L&T has 9 CSTis in 8 states – Tamil nadu, maharashtra, uttar pradesh, Telangana, orissa, Karnataka, Gujarat and West Bengal. This year, 10033 youth completed various courses at these CSTis of which 7109 (71%) were employed. Case Study: Skilling for success Despite a monthly salary of only R 6000, uttam mahato’s farm labourer father managed to give him an iTi education. however, uttam was unable to find a job. informed by a friend about L&T’s CSTis, he registered for a 3-month formwork course, which also instilled in him a sense 19 Hands-on training fosters job-readiness. L&T’s employee volunteers - L&Teers - conduct an HIV-awareness camp for construction workers. of excellence, motivating him to develop the values and attitudes to meet his challenges with maturity and confidence. uttam secured ‘a’ grade and now works as a technician, earning a monthly salary about R 13,500. “L&T’s skill training changed my life”, he emphasises. range from augmenting the running of urban community learning centres, to aiding the visually challenged, conducting awareness on social issues, among others. This year 7122 employees volunteered 51,422 hours for various social initiatives. Other initiatives L&T imparts education and vocational training to underprivileged youth and women to enable them live with self-reliance, dignity and respect. Over 1.38 million beneficiaries (including L&T Public Charitable Trust) Case study: Empowerment of Tribal Girls in partnership with a hospital in Gujarat, L&T organized a nursing aide course for tribal girls of Dangs and Surat District. a year later, their transformation is visible. Gone are the shy faces, timid voices, low self-esteem and fear of the future. They have emerged as a powerhouses, with confidence, ambition, communication abilities, and technological know-how. The course has equipped them with the subject knowledge as well as the ethics, values and sensitivity to carve out successful careers and sustain the futures. Employee Volunteering L&T’s employee volunteers, or L&T-eers, play a crucial role in fostering the Company’s CSr tradition. agents of change, they facilitate development activities. L&T-eering initiatives Water & Sanitation 1,31,988 Beneficiaries Education 3,63,377 Beneficiaries Health 7,95,736 Beneficiaries Skill Development 84,240 Beneficiaries 20 CORPORATE SOCIAL RESPONSIBILITYANNUAL REPORT 2019-20 ANNUAL BUSiNESS RESPONSiBiLiTY REPORT 2019-20 L&T is committed to fulfilling its economic, environmental and social responsibilities while conducting its business. The Company is conscious of its impact on the society within which it operates, and has systems to either eliminate or control any adverse impacts of its operations. The Company works towards resource conservation, improving social relations within the communities where it operates and works towards generating value for all stakeholders. L&T’ s Sustainability roadmap 2021 aligned with its Business plan, LaKShYa 2021, has produced encouraging results, including outcomes obtained 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 2nd integrated report () 2018-19, in line with the international integrated reporting Council (iirC) reporting framework. The externally assured was also in accordance with the Global reporting initiative (Gri) Standards ‘Comprehensive’ option. From FY2018, the has replaced the sustainability reports 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 2019 - 31st March 2020 7. Sector(s) that the Company is engaged in (industrial activity code-wise): Group Class Sub Class Description 271 2710 282 2824 28246 301 3011 30111 manufacture of electric motors, generators, transformers and electricity distribution and control apparatus manufacture of parts and accessories for machinery / equipment used by construction and mining industries. Building of commercial vessels, passenger vessels, ferry boats, cargo ships, tankers, tugs, hovercraft (except recreation type hovercraft), etc. 30112 30114 Building of warships and scientific investigation ships, etc. 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 Construction and maintenance of railways and rail-bridges. 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. 22 Group Class Sub Class Description 465 681 711 4659 46594 Wholesale of construction and civil engineering machinery and equipment. 6810 68100 real estate activities with own or leased property. 7110 71100 architectural and engineering activities and related technical consultancy. 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 : 31 (excluding listed subsidiaries and limited life project sites) - the listed iT and Technology Services subsidiaries operate from another additional 81 international locations ii. Number of National Locations : 51 (The above locations exclude limited life project sites) 10. markets served by the Company – Local/State/national/international/: all SECTiON B: FiNANCiAL DETAiLS OF THE COMPANY 1. paid up Capital (inr) : R 280.78 crore 2. Total Turnover (inr) : R 82,383.65 crore [revenue from operations] 3. Total profit after taxes (inr) : R 6,679.21 crore 4. Total Spending on Corporate Social responsibility (CSr) as percentage of profit after tax (%): 2.18% as per Section 135 of the Companies act, 2013, the CSr spend is 2.01% 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): 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 the annual report. L&T hydrocarbon Engineering and other subsidiary companies participate in our Business responsibility initiatives. 23 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/Directors responsible for implementation of the Br policy/policies • DIN Number : NA • Name : Dr. Hasit Joshipura • Designation : 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) name Designation Telephone number Email iD Not Applicable Mr. Anup Sahay Head – Corporate Strategy & Special initiatives +91-22-61238666 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 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 1. 2. 3. Do you have a policy / policies for the following principles? has the policy been formulated in consultation with the relevant stakeholders? Does the policy conform to any national /international standards? if yes, specify? (50 words) P1 P2 P3 P4 P5 P6 P7 P8 P9 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. 24 4. 5. 6. 7. 8. 9. S. No Questions 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 Chairman Does the Company have a specified committee of the Board/ Director/official to oversee the implementation of the policy? Yes. has the policy been formally communicated to all relevant internal and external stakeholders? Does the Company have an 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? 10. has the Company carried out independent audit/ evaluation of the working of this policy by an internal or external agency? P1 Y P2 Y P3 Y P4 Y P5 Y P6 Y P7 Y P8 Y P9 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 Y Y Y Y Y Y Y Y Y Y indicate the link for the policy to be viewed online? www.Lntsustainability.com 2a. if answer to S. no. 1 against any principle, is ‘no’, please explain why: (Tick up to 2 options) Not Applicable P2 P3 P4 P5 P6 P7 P8 P9 S. No Questions 1. 2. 3. 4. 5. 6. 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 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 ----- ----- ----- ----- ----- ----- 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 an 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 2019-20 report was ‘in Accordance – Comprehensive’ report. The reports can be accessed at https://www.Lntsustainability.com/integrated-report/. 25 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 and disclosure practices, respect for human rights, individual dignity and adherence to norms of moral and professional conduct. L&T is a professionally managed indian multi-national and committed to total customer satisfaction and enhanced value creation. The vision of the Company is inclusive with a culture of caring and trust supplemented with corporate policies. These are also applicable to all its 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 and vigilant towards ethical conduct of business processes and instil a sense ownership of the Company. all designated employees including Board members need to adhere to and provide an annual declaration of their compliance with the CoC. a separate detailed CoC is in force for all other employees covering supervisory, executive and management staff. apart from a preamble explaining principles of honesty, ethics and integrity, the Code covers all aspects of functioning including anti-trust behaviour, information security, insider trading rules, professional engagements, use of Company assets and brand logo, intellectual property, respect for human rights, overarching corporate hr philosophy including equal opportunity employment, prohibited items, social media code of conduct, use of information technology assets, anti-bribery policies and other aspects of individual governance codes. The Code incorporates reporting structures and a graded escalation matrix to be followed in case any breaches are noticed or pointed out, including reference to the Whistle Blower investigation Committee in appropriate cases. The Code is also applicable to unlisted subsidiaries. The CoC is available at https://investors.Larsentoubro.com/ CodeofConduct.aspx. periodic training is conducted for relevant stakeholders to make them aware of the CoC and amendments thereof. all new employees undergo training on the CoC in induction / orientation programmes. The training module on the CoC is also hosted on the Company’s intranet-based ‘any Time Learning’ (aTL) portal. newly inducted Graduate Engineering Trainees (GETs) and post Graduate Engineering Trainees (pGETs) also learn about the CoC in their ‘praYaG’ and ‘SWaGaT’ (special orientation) training modules. Whistle Blower Policy The policy was formulated in 2004 and has been reviewed and updated periodically. The policy aims to offer an impartial vigilance mechanism in place for directors, senior management and employees to report their concerns about potential, suspected and actual frauds, unethical behaviour, and violations of the CoC. The Whistle Blower policy is an effective method available to employees to report – without fear – any wrong practices, unethical behaviour or non-compliance which may have a detrimental effect on the organization, including financial damage and impact on brand image. During 2019-20, a total of 55 complaints were received through the whistle-blower mechanism, all of which were scrutinized and addressed in accordance with the Company’s protocol. 54 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 whistle-blower at all times. The stakeholder complaints are included in the Director’s report section of the annual report. The Whistle-blower policy has also been extended to suppliers and contractors, which enables them to report their concerns about unethical behaviour, misconduct, violation of legal and other requirements, improper practices, actual or suspected fraud by Company officials - 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. 26 The Company has established a separate Code of Conduct for suppliers and vendors which covers various aspects such as compliance with environmental regulations, health and safety, labour practices, human rights aspects, minimum wages rule, freedom of association and collective bargaining, prohibition on child labour, forced and compulsory labour, ethical behaviour, reducing the negative impact on society due to their operations, transparency in business processes and environment conservation. including one Green Factory and a certified Green Campus (viz., the Leadership Development academy at 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. Every new supplier needs to sign this CoC when he/she wants to do business with the Company. So far, more than 43,000 suppliers have signed this CoC. Training workshops, including capability-building programmes are periodically conducted for vendors and sub-contractors, and cover topics such as Environment, health & Safety (EhS), human rights, business process improvements and sustainability. The Company ensures compliance by its vendors and suppliers to the CoC through periodic quality appraisals, 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 endeavour to provide safe and sustainable goods and services to our clients. our business portfolio consists of infrastructure, energy (oil & gas/power), defence, heavy engineering, electrical & automation products, hydrocarbon projects, iT, Technology 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, recycling plants and solar pV-based power plants. These help our clients contain pollution and conserve resources. at our own campuses, we have 17 certified green buildings 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, emission control equipment and coal gasifiers. our green portfolio is focused on minimizing environmental impact, e.g. reduced water consumption, carbon emissions, material consumption and reduced waste generation. These help our clients to move onto the low- carbon economy path. The Company extensively participates in the ‘make in india’ programme and promotes local sourcing of products and services. The transportation of material at the project sites is optimized based on the project execution stage. many of our infrastructure projects are at remote locations, and therefore goods and services are procured from local producers and surrounding areas as far as possible. L&T has adopted the 3r (reduce, recycle & recover) principle for material conservation. material recycling and the use of alternative materials (in place of natural materials) are extensively practiced by our infrastructure business. The Sustainability roadmap 2021 targets increasing recycling / use of recycled material by 5%. Fly ash is used as a substitute to 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 practiced at project sites. however, since most of our products are ‘engineered to order’ and based on customer-specific requirements, the potential for use of recycled material for products is limited. 27 L&T’s 24-acre Leadership Development Academy at Lonavala, near Mumbai L&T’s Switchgear Training Centres promote good electrical practices Principle 3: Business should promote the well-being of employees The Company’s growth depends upon the growth of the employees within the organization. The commitment, enthusiasm and dedication of employees has helped L&T become a large organisation of repute within india and in other geographies where we operate. The Company nurtures and motivates its talent pool through its leadership programmes and other forms of monetary and non-monetary incentives. The Company recognises that employees spend a better part of their working lives at their workplace. The organisation hence provides workplace infrastructure that is conducive to the well being of staff - this includes good iT infrastructure, ergonomic seating, recreation areas, high standards of hygiene and other services such as basic medical care facilities. The policies of the Corporate human resources Department forms a strong framework for workforce management. Fostering a culture of caring and trust is embedded in various corporate policies like the Environment, health & Safety (EhS) policy, Whistle-Blower policy, protection of Women’s rights at Workplace policy and the CoC. L&T does not discriminate against employees based on caste, religion, region, gender or physical disability, and the merit of candidates is always accorded top priority for selection and promotion. L&T adheres to the unGC (united nation Global Compact) principles which include human rights clauses. These clauses are part of our contracts with suppliers, partners and nGos, and are extended across our supply chain. The Company recognizes the employees’ right to form unions and associations affiliated with trade unions at its manufacturing campuses. 5.67% of permanent employees are covered under the unionized employee category. L&T has provided direct employment to 83 persons With Disabilities (pWDs) and the supply chain has employed 43 persons With Disabilities. in 2019-20, the Company did not receive any complaint 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 2,756 number of contract workmen 246,502 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 28 Ta hazard? P S S P T an accident! L&T Safety Day July 4, 2019 If you see a safety hazard, don’t walk past it! Fix it, if you can Inform the Safety Officer Alert passers-by Promoting safety best-practices through communication across L&T’s facilities mysuru and project management institutes at Vadodara and Chennai. Safety of the workforce is given high priority in all activities across facilities and project sites. Every task, job or assignment is mandated to be performed in a safe manner – which forms the bedrock of our work execution philosophy. We have a structured approach towards safety, with assigned individual objectives. The management’s commitment to safety is demonstrated through our approach and is visible while taking business decisions. We focus on 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 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 29 L&T’s unique Safety Innovation School fosters a ‘safety culture’ an employee’s career progression. L&T trains employees in new skills and emerging fields in addition to continual training in functional and behavioural areas. Employees are given opportunities for higher education through sponsorship in reputed colleges and by way of corporate tie-ups with renowned management institutes. 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 matter experts and culled from various knowledge sources. aTL courses are interactive, engaging and user-friendly. aTL-next, a learning process automation and analytical platform has been hosted on the Company’s intranet portal since the 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 and it also enables employees to pursue their ph.D. programmes. in addition, various functional, technical and managerial training programmes are provided to employees through technical training centres from mumbai (located at madh and mahape), L&T’s education initiatives in resource-stressed schools make learning more enriching L&T’s many agricultural initiatives help farmers and their crops thrive accredited as ‘Course provider’ by national Examination Board in occupational Safety & health (nEBoSh), uK, for delivering the course on international General Certificate by the institution of occupational Safety & health (ioSh), uK. more than 5.1 million man-hours of safety training were provided in FY 2019-20 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 programmes, 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 conduct our business. The contribution of shareholders and investors to the growth of the Company is deeply valued, and we strive to ensure that we deliver value to all stakeholders. L&T maps both internal and external stakeholders along with vulnerable, marginalized and disadvantaged stakeholders. This large and mixed community has varied and extended expectations, and L&T strives to match or exceed expectations from all stakeholders. active engagement with a large and varied ecosystem of stakeholders (shareholders, employees, customers, bankers, vendors, government, communities, society at large et al) is done through a multiple touch points. L&T is a pioneer in providing a counselling helpline for its employees and their families in india, in collaboration with Tata institute of Social Science (TiSS). our Corporate Social responsibility (CSr) department runs specific programmes focused on providing livelihood opportunities to vulnerable and marginalized stakeholders, both near and away from our campuses and project sites to ensure that the benefits reach the maximum number of beneficiaries. one of our flagship CSr programmes is the integrated Community Development (iCD) programme, which focuses on improving the quality of life of communities living in the ‘water-stressed’ regions of india. The iCD programme works towards providing access to clean drinking water, sanitation facilities and water for agriculture in these 30 We are committed to enhancing the holistic health and wellness of Team L&T. We will actively work towards: • • • Promotion & propagation of Preventive Health Care Enhancement of Employees Health Index Fostering of addiction-free workplaces at all our campuses Consistent practice of these precepts will benefit employees, their family members as well as the community at large. th17 September 2012 A M NAIK Chairman & Managing Director Supplier Meets help stakeholders understand new concepts and products better L&T’s policies ensure the holistic well-being of its employees and the community at large regions. it is followed by CSr interventions in health, education and skill-building. For internal stakeholders Employees Employee satisfaction surveys We use the following communication channels to engage with various stakeholders: External Stakeholders Stakeholders Shareholders and investors Engagement modes press releases, info desk - an online service, dedicated email id for investor Grievances, Quarterly results, annual reports, Sustainability / integrated reports, aGm (Shareholders interaction), Quarterly investor presentations, investors meets and shareholder visit to works, corporate website. regular supplier, dealer and stockist meets press releases, Quarterly results, annual reports, Sustainability / integrated reports, aGm (Shareholders interaction), access to information & responses to queries periodic feedback mechanism regular business interactions, Client satisfaction surveys press releases, Quarterly results, annual reports, Sustainability / integrated reports, Stock Exchange filings, issue specific meetings Suppliers / Contractors media Community Customers Government Employee engagement surveys for 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 programme 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 47 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 31 L&T regularly organises tree-plantation drives at its premises, project sites and allotted public areas L&T’s green portfolio includes green buildings and several eco-friendly products, systems and solutions 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. L&T believes that every employee should have the opportunity to work in an environment free from any conduct which can be considered as Sexual harassment. The Company is committed to treating every employee with dignity and respect and hence has laid out a policy based on the laws and regulations in india. The policy is applicable to all L&T establishments located in india. This policy encompasses the following objectives: • To define Sexual Harassment • To lay down the guidelines for reporting acts of Sexual harassment at the workplace, and • To provide the procedure for the resolution and redressal of complaints of Sexual harassment. To ensure implementation and compliance with the provisions of the Sexual harassment of Women at the Workplace (prevention, prohibition & redressal) act & rules 2013 and ensure coverage across all locations in india, two apex Committees have been constituted whose jurisdictions are separate based on coverage of business verticals and geographies. a detailed procedure for making a complaint and initiating an enquiry to the redressal process and finally the process of preparation of a report within a stipulated timeline is laid out in the policy document. The policy also covers Disciplinary action for Sexual harassment. The policy is a part of the Company’s Code of Conduct. Training programmes for the members and awareness sessions for its employees are organised throughout the year. There programmes are created on a digital platform as well. During 2019-20, a total of 104 workshops were conducted across the Company on awareness of Sexual harassment at the Workplace. Principle 6: Business should respect, protect and make efforts to restore the environment Environment protection and the conservation of natural resources are part of L&T’s business philosophy. our Corporate Environment, health & Safety (EhS) policy lays emphasis on incorporating environmental consideration into all business processes. as a part of our Sustainability programme, we set quantifiable targets with a timeline and action plan to achieve sustainability goals. our Sustainability roadmap 2021 is aligned with our business plan, LaKShYa 2021, which incorporates measurable targets and key initiatives. The Sustainability roadmap 32 Elevated Storage Reservoirs at Pune, Maharashtra is extended to Subsidiary & associate Companies and they are encouraged to set similar targets and roadmaps. Environmental risks and opportunities from operations are periodically identified and addressed at the business level. a separate Code of Conduct has been extended to vendors and service providers which covers the need for compliance with environmental regulations, health and safety, labour practices, human rights aspects, minimum wages, freedom of association, collective bargaining, prohibition of child labour, forced and compulsory labour, ethical behaviour, transparency in business processes and environment conservation. all new vendors / service providers need to sign this combined CoC as part of the initial empanelment process. So far more than 43,000 vendors have signed the Code. We continue to conduct water assessment surveys at our campuses. all 24 campuses maintained their ‘Water positive’ status in 2019-20. 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 outcomes have been encouraging so far. all our 24 campuses have been maintaining zero-wastewater- discharge status since 2014. our climate-change interventions programme focuses on climate change mitigation and abatement. We focus on controlling / reducing the energy consumption intensity (GJ/billion turnover), implementing energy conservation projects and increasing the use of renewable energy in our operations. We also maintained Carbon neutrality in two of our campuses, i.e. powai (mumbai) and Chennai in 2019-20 as well. We have aligned our practices with the Government of india’s national action plan on Climate Change (napCC) and its eight missions, and continue to report progress on this front in our Sustainability / integrated reports. increased energy efficiency, developing low emission technologies, building sustainable infrastructure, increasing the green cover, and dissemination of sustainability knowledge are some of the measures adopted by the organization. We also invest in lower emission and clean energy 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). Compliance with these pollution control norms is also covered by the statutory compliance certificates submitted by Business heads on a quarterly basis. Sustainability assurance by an independent 33 L&T’s water conservation efforts have turned all 24 of its campuses water-positive L&T’s Integrated Report 2018-19 won a silver at Asia Sustainability Reporting Awards assurance agency on an annual basis covers compliance with environmental regulations, including submission of compliance reports to regulatory agencies. During 2019- 20, 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 our CSr programme) and we engage with agencies / nGos to conduct plantation at public places, national parks and on Government land. During the year 2019-20 more than 14 lakh trees were planted by our people in project locations across india. We continue to nurture self-sustaining mini forests at four locations in india through the miyawaki technique and green areas like public gardens are developed and maintained. through active dialogue with the Government, be it on new policy consultations or presenting views of different stakeholders. They provide their expertise and business acumen during public policy consultations and present views of industry at large. industrial forums and institutes where L&T actively participates 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 - Centre of Excellence for Sustainable Development (Cii-CESD) • CII - Green Business Centre (GBC) • Federation of Indian Chambers of Commerce and industry (FiCCi) • Indian Electrical and Electronics Manufacturers’ association (iEEma) Principle 7: Responsible Public Advocacy • Indian Institute of Chemical Engineers (IIChE) We engage with multiple business and trade organizations and professional bodies. our senior executives participate • National Safety Council • National Fire Protection Institution 34 An L&T employee volunteer teaches children to make the most out of waste - conservation and creativity! L&T’s employee volunteers help make resource- stressed schools more inviting 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 Company spent R 145.29 Crore in 2019-20 towards CSr activities as per the Companies act 2013 and additionally contributed R 150 crores at the group level towards the pm Cares Fund in 2019-20. The following corporate policies of L&T put emphasis on inclusive growth, by empowering communities and accelerating sustainable development. • Corporate Social Responsibility Policy • Corporate Human Resource Policies • Corporate Environment, Health & Safety (EHS) Policy • Sustainability Policy nation-building and community development are integral to L&T ‘s Strategic vision. 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 of those who are at the bottom of the pyramid, provide sustainable solutions and make a meaningful impact on people’s lives. The CSr interventions of the Company are based on the CSr policy and in line with the Companies act 2013 and CSr rules 2014. The CSr Committee of the Board oversees the implementation of CSr programmes at the corporate level. They are ably supported by Sustainability and CSr coordinators from all businesses. We strive to provide access to essential services in health and education for the underprivileged and provide for equality of opportunity by empowering people through capability-building and skill development. We believe that with access to these opportunities, communities will be able to strike a balance between globalization and self- sufficiency, aiding economic development for all. L&T impacts communities across india through initiatives in the areas of education, health, water & sanitation and skill- building. From empowering students in rural areas through digital literacy to building toilet blocks in schools. From 35 L&T has built over 200 check-dams in rural water-stressed areas School kits are distributed by L&T to children in tribal and rural schools ensuring water reaches far-flung fields to creating access to sanitation facilities. From capability building among local communities to creating a talent bank of employable young men and women. Each initiative is instrumental in bridging the gap between the underprivileged and the resources available. Below are the highlights of L&T’s CSr interventions focused across four key thrust areas (including areas attended to by L&T public Charitable Trust and administered by L&T’s CSr Department). Water & Sanitation: • Implementation of Integrated Community Development (iCD) programme aimed at making water for drinking, sanitation and agriculture, available to communities staying in water-stressed regions of maharashtra, Tamil nadu and rajasthan. • Creating awareness and access to sanitation through the building of toilets and bathrooms with the objective of making communities open-defecation-free • Strengthening basic infrastructure and services in rural india and creating livelihood options, once water- sufficiency is achieved • Capability-building of the people’s institutions like Village Development Committees, Farmers’ Groups and Self-help Groups to ensure participation in decision- making and ownership • Sustained community action for the operation and maintenance of assets created and further development of the potential of the natural resources in the watershed area • Tree plantation in and around L&T operations and at ICD locations. more than 14 lakh trees were planted this year and many green areas like public gardens developed and maintained • Number of beneficiaries: 1,31,988 Education • Enhancing pre-primary and primary education to ensure enrolment and prevent dropouts • Implementing soil and moisture conservation • Infrastructure development in schools for creating a programmes, building water-harvesting structures, check dams and field bunds, and implementing other sustainable agricultural techniques conducive learning environment • STEM Education Programme for encouraging scientific rigour among students and introducing new age skills to 36 L&T’s mobile medical vans take medical care to urban slums as well as rural and tribal areas A respiratory check-up at the TB clinic run by L&T in partnership with the Municipal Corporation of Greater Mumbai at Koldongri prepare students for contemporary careers focussed on technology and innovation • ‘Science on Wheels’ – an initiative that takes science to the doorsteps of rural children sparking scientific temper in young minds, • Introduction of innovative teaching and learning techniques to teach English and Science. • E-learning through digitization of content, smart classrooms and computer labs science and math, organising various education sessions (such as programs on safety, caring for the environment, celebrating days of national importance with them, organising extra-curricular programs and events for development of various art forms) in schools that do not have sufficient resources, mentoring children from low-income communities to develop various aspects of their personality and mentoring young adults for confidence building and making them job ready. • Conducting workshops on life skills and awareness on • Providing innovative teaching aids and capacity-building social issues programmes for teachers in techno-pedagogy • Urban and rural community learning centres to provide after-school academic support to children from disadvantaged communities and help them to cope up with their curriculum and prevent them from dropping out • L&T’s employee volunteering programme (L&T-eering) to augment the running of urban community learning centres. The programs encompass a multitude of activities and assistance such as aiding the visually challenged (in recording audio books, helping them with the studies and functioning as scribes in various exams), designing low cost teaching aids to explain concepts in • Conducting summer camps, sports activities and conducting extracurricular activities for overall development and to help children expand their horizons • Number of beneficiaries: 3,63, 377 Health • Providing health and welfare facilities for the underprivileged across L&T’s locations in india • 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 37 Scaffolding and formwork training at L&T’s Construction Skills Training Institute (CSTI) Training with bar-tying machine at one of L&T’s CSTIs • Dedicated health centres at 10 locations across India provide Family Welfare services, maternal and child health care and reproductive health, specialty and super-specialty consultations, low-risk day care surgeries (capacity of 8 beds), services in diagnostic and clinical camps, immunization and health education • Services for psychological health, child guidance clinic, physiotherapy and occupational therapy • Introducing innovative and technology-based skill- training in Solar pV Technician skills, oFC & CCTV installation and maintenance • Digitalising CSTIs with e-learning modules • Training CSTI trainees in safety and soft skills • Vocational training programmes for women: Tailoring, beautician, home nursing and food processing courses • Imparting skills and development of self-help groups at • Outreach treatment services through satellite clinics iCD locations • TB Clinic services to treat Multi Drug Resistant • Collaboration with state-run technical institutes (ITIs) Tuberculosis and counselling the patients and their families • Treating and supporting HIV / AIDS patients through anti-retroviral Therapy (arT) centre at mumbai • Number of beneficiaries: 84,240 Principle 9: Engage with and provide value to customers • Artificial kidney dialysis centres • Number of beneficiaries: 7,95,736 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 youth to enhance their employability The range of projects, products and services offered by L&T has a far reaching impact on customers and considerable attention is consequently devoted to the design, development and execution of these offerings. inputs on changing customer preferences and market trends culled from interactive customer engagement and study of markets are incorporated into products and services through training, r&D, design, testing, 38 manufacturing and best-in-class construction methodologies. The business has also leveraged new age technology for productivity improvements that benefit both Company and customer. These include artificial intelligence, machine Learning, use of Geospatial technologies (Lidar, radar, Sonar, Thermal, optical), Virtual reality (including extensive usage in worker safety applications and training), augmented reality, analytics tools, Bots, Laser, radiography, extensive use of ioT platforms and adoption of different components of the industry 4.0 value chain. health and safety aspects are also carefully incorporated into product lifecycles. products carry requisite labelling, and maintenance manuals include related specifications and codes that render transparency and provide maintenance utility to customers. products undergo testing in conformity with national and international Standards such as indian Standards, international organization of Standardization (iSo), rohS (for relevant products) and international Electro Technical Commission. Training of customer personnel on product characteristics, usage and maintenance forms an integral part of services offered by the Company. in case of electrical products, the Company has well equipped training centres in 6 different locations (pune, Lucknow, Conoor, Vadodar, Delhi and Kolkata) where specialised training on usage and maintenance of electrical products is imparted to customers as well as people involved in the electrical supply chain ecosystem. 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. The Company regularly engages with customers through customer meets, customer satisfaction surveys and market- based research, including training and capability building programmes for customers. Senior management actively reviews customer feedback and suggests corrective and/or preventive action as required. a survey of 66 customers conducted by an external agency in 2019-20 (most customers having been associated with L&T for more than 5 years) reaffirms the high levels of our customer engagement. Level of satisfaction with L&T’s response to address customer queries and grievances 11% 0% 47% 42% Excellent Good Satisfactory not satisfied Customers’ experience with L&T personnel interaction 0% 8% 24% 68% Excellent Good Satisfactory not satisfied 39 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. Financial Year reported 7. Sector(s) that the Company is engaged in (industrial activitycode-wise) 8. List three key products/services that the Company manufactures/ provides (as in balance sheet) ar ar ar ar ar ar 9. Total number of locations where business activity is undertaken by ar the Company i. number of international Locations (provide details of major 5) ii. number of national Locations ar ar 10. markets served by the Company – Local/State/national/international ar 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 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) 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 principle-wise (as per nVGs) Br policy / policies ar ar ar ar ar 40 22 22 22 22 22 22 22 and 23 23 23 23 23 23 23 23 23 23 23 23 23 24 24 24-25 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 Description Page Number 25 25 26-27 how many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? 26-27, 105 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 27 27 27 27 27 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. 41 Question 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. 42 Reference Section Description Page Number ar 28-30 ar ar ar ar ar ar ar ar ar ar ar ar ar 28-30 28-30 30-31 30-31 31-32 31-32 32-34 32-34 32-34 32-34 32-34 32-34 32-34 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 ar ar ar ar ar ar ar ar ar 34-35 35-38 35-38 35-38 35-38 35-38 38-39 38-39 38-39 43 10 YEAR HIGHLIGHTS ANNUAL REPORT 2019-20 STANDALONE FINANCIALS-10 YEAR HIGHLIGHTS Ind AS [11] IGAAP [11] v crore Description 2019-20 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 [10] [8] Statement of Profit and Loss Gross revenue from operations [1] 82384 82287 74612 66301 63813 57558 57164 52196 53738 44296 PBDIT[1][2] 6838 7653 7701 6481 5829 6488 6667 5473 6283 5640 Profit after tax (excluding extraordinary & exceptional items) 6069 6009 4861 4560 4454 4699 4905 4169 4413 3676 Profit after tax (including extraordinary & exceptional items) 6679 7491 5387 5454 5000 5056 5493 4384 4457 3958 Balance Sheet Net worth Loan funds 52175 50048 49174 46013 25785 11990 10561 10558 Capital employed 77960 62038 59735 56571 42135 13924 56059 37085 33662 29291 25223 21846 12936 11459 8478 9896 7161 50021 45121 37769 35119 29007 Ratios and statistics PBDIT as % of net revenue from operations [1][3] PAT as % of net revenue from operations [1][4] RONW % [5] 8.30 9.30 10.34 9.86 9.23 11.38 11.78 10.60 11.82 12.84 7.31 8.44 7.23 8.30 13.07 15.74 11.32 12.37 7.91 12.39 8.87 9.71 8.50 8.38 9.01 14.30 17.46 16.06 18.95 19.73 Gross Debt: Equity ratio 0.49:1 0.24:1 0.21:1 0.23:1 0.33:1 0.35:1 0.34:1 0.29:1 0.39:1 0.33:1 Basic earnings per equity share (R) [6] 47.59 53.43 38.46 39.00 35.81 36.31 39.57 35.55 32.41 29.04 Book value per equity share (R) [7] 371.65 356.79 350.90 328.79 301.57 265.85 241.97 211.39 182.90 159.31 Dividend per equity share (R) [7][9] 18.00 18.00 16.00 14.00 12.17 10.83 9.50 8.22 7.33 6.44 No. of equity shareholders 12,51,569 10,21,275 8,99,902 9,23,628 10,28,541 8,53,824 832,831 854,151 926,719 8,53,485 No. of employees 45,467 45,205 42,924 41,466 43,354 44,081 54,579 50,592 48,754 45,117 [1] From Continuing Operations in 2019-20 and 2018-19. [2] Profit before depreciation, interest and tax (PBDIT) is excluding extraordinary & exceptional items wherever applicable and other income. [3] PBDIT as % of net revenue from operations =[(PBDIT)/(gross revenue from operations less excise duty up to June 30, 2017)]. [4] Profit After Tax (PAT) as % of net revenue from operations =[(PAT including extraordinary & exceptional items)/(gross revenue from opertions less excise duty up to June 30, 2017)]. [5] RONW [(PAT including extraordinary & exceptional items)/(average net worth excluding revaluation reserve)]. [6] Basic earnings per equity share has been calculated including extraordinary & exceptional items and adjusted for all the years for issue of bonus shares. [7] After considering adjustments for issue of bonus shares during the respective years. [8] Figures for the year 2010-11 to 2011-12 include Hydrocarbon business which has been transferred w.e.f April 1, 2013 to a wholly owned subsidiary. [9] Dividend for the year 2019-20 includes interim dividend of R 10.00 per share and final dividend of R 8.00 per share. [10] Figures for 2019-20 and 2018-19 include the impact of the merger of L&T Shipbuilding Limited with the Company. [11] Figures from 2015-16 to 2019-20 are as per Ind AS and for earlier periods as per IGAAP and hence not directly comparable. 44 CONSOLIDATED FINANCIALS-10 YEAR HIGHLIGHTS Ind AS IGAAP v crore Description 2019-20 2018-19 2017-18 2016-17 2015-16 2014-15 2013-14 2012-13 2011-12 2010-11 Statement of Profit and Loss Gross revenue from operations [1] 145452 135220 119862 110011 101975 92762 85889 75195 64960 52470 PBDIT[1] [2] 16329 15330 13641 11130 10463 11258 10730 9929 8884 7677 Profit attributable to Group shareholders (excluding extraordinary & exceptional items) Profit attributable to Group shareholders (including extraordinary & exceptional items) Balance Sheet Net worth 9549 8713 7151 5920 4154 4470 4547 4911 4649 4238 9549 8905 7370 6041 4233 4765 4902 5206 4694 4456 66723 62375 54904 50217 44180 40909 37712 33860 29387 25051 Non-controlling interest 9521 6826 5201 3564 2893 4999 3179 2653 1753 1026 Loan funds Capital employed Ratios and statistics PBDIT as % of net revenue from operations [1] [3] PAT as % of net revenue from operations [1] [4] 141007 125555 107524 93954 88135 90571 80330 62672 47150 32798 217251 194756 167629 147735 135208 136479 121221 99185 78290 58875 11.23 11.34 11.40 10.18 10.35 12.24 12.60 13.33 13.81 14.75 RONW % [5] 14.80 15.35 14.12 12.80 6.12 6.16 6.16 5.53 4.19 9.91 5.18 5.76 6.99 7.30 8.56 12.13 13.71 16.47 17.26 19.38 Gross debt: Equity ratio 1.85:1 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 Basic earnings per equity share (R) [6] 68.04 63.51 52.62 43.20 30.32 34.22 35.31 37.69 34.14 32.69 Book value per equity share (R) [7] 475.27 444.67 391.78 358.83 316.20 293.29 271.10 244.40 213.09 182.65 Dividend per equity share (R) [7] [8] 18.00 18.00 16.00 14.00 12.17 10.83 9.50 8.22 7.33 6.44 Figures for 2015-16 to 2019-20 are as per Ind AS and for earlier periods as per IGAAP and hence not directly comparable. [1] From Continuing Operations in 2019-20 and 2018-19 [2] Profit before depreciation, interest and tax [PBDIT] is excluding extraordinary & exceptional items wherever applicable and other income. [3] PBDIT as % of net revenue from operations =[PBDIT/(gross revenue from operations less excise duty upto June 30, 2017)]. [4] Profit after tax (PAT) as % of net revenue from operations = [PAT including extraordinary & exceptional items/gross revenue from operations less excise duty upto June 30, 2017]. Basic earnings per equity share has been calculated including extraordinary & exceptional items and adjusted for all the years for issue of bonus shares. [5] RONW = [(PAT including extraordinary & exceptional items)/(average net worth excluding revaluation reserve)]. [6] [7] After considering adjustment for issue of bonus shares during respective years. [8] Dividend for the year 2019-20 includes interim dividend of R 10.00 per share and final dividend of R 8.00 per share. 45 GRAPHS ANNUAL REPORT 2019-20 L&T CONSOLIDATED - ORDER INFLOW* L&T CONSOLIDATED - SEGMENT-WISE ORDER INFLOW 2019-20 210000 – 190000 – 170000 – 150000 – 16% 147274 170817 45116 130000 – 34228 113046 125701 186356 9% 60094 126262 2017-18 – 2018-19 – 2019-20 – Domestic International 5265 3% 4850 3% 13822 8% 102678 55% 22135 12% 20964 11% 2233 1% 2361 1% 12048 6% v crore Infrastructure Power Heavy Engineering Defence Engineering Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others L&T CONSOLIDATED - GROSS REVENUE FROM OPERATIONS* L&T CONSOLIDATED - SEGMENT-WISE EXTERNAL REVENUE 2019-20 8% 135220 18% 43577 145452 48467 91643 96985 114653 38243 76410 13822 10% 22135 15% 17420 12% 5070 3% 4850 3% 73037 50% 2017-18 – 2018-19 – 2019-20 – Domestic International L&T CONSOLIDATED - ORDER BOOK* 3970 3% 2853 2% 2294 2% L&T CONSOLIDATED - SEGMENT-WISE ORDER BOOK 2019-20 v crore Infrastructure Power Heavy Engineering Defence Engineering Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others 290780 4% 12% 61670 303857 75038 229110 228819 260079 60714 199365 9216 3% 4121 1% 15849 5% 6074 2% 44130 15% 224467 74% v crore Infrastructure Power Heavy Engineering Defence Engineering Hydrocarbon Others e r o r c v 110000 – 90000 – 70000 – 50000 – 30000 – – e r o r c v 170000 – 150000 – 130000 – 110000 – 90000 – 70000 – 50000 – 30000 – – 360000 – 310000 – 260000 – 210000 – 160000 – 110000 – e r o r c v 60000 – – As at 31-3-2018 – As at 31-3-2019 – As at 31-3-2020 – Domestic International 46 L&T CONSOLIDATED - PBDIT AS % OF NET REVENUE FROM OPERATIONS* L&T CONSOLIDATED - PAT AND RONW % 17000 – 15000 – 13000 – 12826 16329 15330 e r o r c v 11000 – 9000 – 7000 – 5000 – – 11.2 11.3 11.2 2017-18 2018-19 2019-20 – – – 14.0 – 13.5 – 13.0 – 12.5 – 12.0 – 11.5 – 11.0 – 10.5 – 10.0 – 9.5 – 9.0 – PBDIT PBDIT as % of net revenue from operations 10000 – 9000 – 8000 – 7000 – 6000 – 5000 – e g a t n e c r e P e r o r c v 7370 14.1 9549 8905 – 24.0 – 22.0 – 20.0 – 18.0 – 16.0 e g a t n e c r e P 15.3 14.8 – 14.0 – 12.0 – 10.0 – 4000 – – 2017-18 – PAT 2018-19 2019-20 – RONW L&T CONSOLIDATED - SEGMENT-WISE EBIT L&T CONSOLIDATED - SEGMENT-WISE NET ASSETS 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – e r o r c v 9 8 3 5 7 0 2 5 2018-19 2019-20 9 7 2 8 2 30000 – 25000 – 0 4 9 3 2 31.03.2019 31.03.2020 3 9 6 3 4 8 0 3 3 5 0 3 9 7 6 2 6 4 7 1 8 7 1 1 6 6 5 7 8 4 6 7 5 2 7 4 0 3 1 6 3 2 20000 – 15000 – e r o r c v 10000 – 5000 – 9 6 9 6 7 7 4 1 3 7 8 3 6 0 9 2 3 0 5 2 4 1 0 3 2 6 8 2 0 8 8 2 8 2 1 2 5 4 7 1 2 9 1 1 8 9 3 4 2 1 3 6 1 2 8 3 6 9 1 1 7 0 7 1 6 4 3 1 9 6 8 1 1 5 3 1 7 4 8 8 5 0 – – – – – – – – – – – n o b r a c o r d y H g n i r e e n g n E g n i r e e n g n E e r u t c u r t s a r f n e c n e f e D s e c i v r e S s e c i v r e S s t c e o r P r e w o P s r e h t O a j l i i l I a t n e m p o e v e D l l y g o o n h c e T & T I i c n a n i F y v a e H Total Segment wise EBIT 2018-19 : R 14883 crore and 2019-20 : R 16059 crore 0 – – – – – – – – – – – n o b r a c o r d y H g n i r e e n g n E g n i r e e n g n E e r u t c u r t s a r f n e c n e f e D s e c i v r e S s e c i v r e S s t c e o r P r e w o P s r e h t O a i i l j l I a t n e m p o e v e D l l y g o o n h c e T & T I i c n a n i F y v a e H Segment wise Net Assets as at 31.03.2019 R 79080 crore and as at 31.03.2020 R 103456 crore L&T CONSOLIDATED - EPS L&T STANDALONE - EPS# & DPS 80.00 – 70.00 – 60.00 – 50.00 – v n i 40.00 – 30.00 – 20.00 – 10.00 – 0.00 – – 63.51 68.04 52.62 2017-18 – 2018-19 – 2019-20 – 80.00 – 70.00 – 60.00 – 50.00 – v n i 40.00 – 35.21 53.43 47.59 30.00 – 20.00 – 10.00 – 0.00 – – 16 18 18 2017-18 – 2018-19 – 2019-20 – Earning per share Earning per share Dividend per share *For comparability purposes, numbers for 2017-18 exclude Electrical & Automation (E&A) business # For comparability purposes, EPS of 2017-18 includes operations of the Shipbuilding subsidiary which has been subsequently merged with L&T standalone entity 47 NOTICE ANNUAL REPORT 2019-20 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 Fifth Annual General Meeting of LARSEN & TOUBRO LIMITED will be held through VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS on Thursday, August 13, 2020 at 3.30 P.M. IST to transact the following business :- 1) To consider and adopt the audited financial statements of the Company for the year ended March 31, 2020 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, 2020; 2) To declare final dividend on equity shares; 3) To appoint a Director in place of Mr. Subramanian Sarma (DIN: 00554221), who retires by rotation and is eligible for re-appointment; 4) To appoint a Director in place of Mrs. Sunita Sharma (DIN: 02949529), who retires by rotation and is eligible for re-appointment; 5) To appoint a Director in place of Mr. A.M Naik (DIN: 00001514), who retires by rotation and is eligible for re-appointment; 6) To consider and, if thought fit, to pass, as a SPECIAL RESOLUTION the following: “RESOLVED THAT approval of the Company be and is hereby accorded for the re-appointment and continuation of Mr. A.M Naik (DIN: 00001514) as a Non-Executive Director of the Company who has attained the age of seventy-five years.” 7) To consider and, if thought fit, to pass as an ORDINARY RESOLUTION the following: “RESOLVED THAT Mr. Sudhindra Vasantrao Desai (DIN: 07648203) who was appointed as an Additional Director and holds office upto the date of this Annual General Meeting of the Company, and 48 is eligible for appointment and in respect of whom the Company has received a Notice in writing from a member under the provisions of Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director.” 8) To consider and, if thought fit, to pass as an ORDINARY RESOLUTION the following: “RESOLVED THAT Mr. T. Madhava Das (DIN: 08586766) who was appointed as an Additional Director and holds office upto the date of this Annual General Meeting of the Company, and is eligible for appointment and in respect of whom the Company has received a Notice in writing from a member under the provisions of Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director, be and is hereby appointed as a Director.” 9) To consider and, if thought fit, to pass, as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Sections 196,197,203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act and the rules made thereunder, approval be and is hereby granted to the re-appointment of Mr. D.K Sen (DIN: 03554707) as the Whole-time Director of the Company with effect from October 1, 2020 upto and including April 7, 2023. RESOLVED FURTHER THAT Mr. D.K Sen in his capacity as Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, as prescribed under the Companies Act, 2013 and within the limits approved by the members as per the details given in the explanatory statement.” 10) To consider and, if thought fit, to pass, as an ORDINARY RESOLUTION the following: Director of the Company with effect from July 11, 2020 upto and including July 10, 2025. “RESOLVED THAT pursuant to Sections 196,197,203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act and the rules made thereunder and subject to such approvals as may be required, approval be and is hereby granted to the appointment of Mr. Subramanian Sarma (DIN: 00554221) as the Whole-time Director of the Company with effect from August 19, 2020 upto and including August 18, 2025. RESOLVED FURTHER THAT Mr. Subramanian Sarma in his capacity as Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, as prescribed under the Companies Act, 2013 and within the limits approved by the members as per the details given in the explanatory statement.” 11) To consider and, if thought fit, to pass as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Sections 196,197,203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act and the rules made thereunder, approval be and is hereby granted to the appointment of Mr. Sudhindra Vasantrao Desai (DIN: 07648203) as the Whole-time Director of the Company with effect from July 11, 2020 upto and including July 10, 2025. RESOLVED FURTHER THAT Mr. Sudhindra Vasantrao Desai in his capacity as Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, as prescribed under the Companies Act, 2013 and within the limits approved by the members as per the details given in the explanatory statement.” 12) To consider and, if thought fit, to pass as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Sections 196,197,203 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V of the said Act and the rules made thereunder, approval be and is hereby granted to the appointment of Mr. T. Madhava Das (DIN: 08586766) as the Whole-time RESOLVED FURTHER THAT Mr. T.Madhava Das in his capacity as Whole-time Director, be paid remuneration as may be fixed by the Board, from time to time, as prescribed under the Companies Act, 2013 and within the limits approved by the members as per the details given in the explanatory statement.” 13) To consider and, if thought fit, to pass as a SPECIAL RESOLUTION the following: “RESOLVED THAT in supersession of the resolution no. 14 passed by the Members at the 74th Annual General Meeting of the Company held on August 1, 2019 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-enactments 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 49 NOTICE ANNUAL REPORT 2019-20 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 4500 Crore (Rupees Four Thousand Five Hundred Crore) or US $600 Mn (US Dollars Six Hundred Million), if the value is 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). 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/ 50 or Central Depository Services (India) Limited for admission of the Securities. maintained by the Company for the Financial Year 2020-21.” 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. By Order of the Board of Directors For LARSEN & TOUBRO LIMITED, SIVARAM NAIR A COMPANY SECRETARY M.NO – F3939 Mumbai, July 11, 2020 Notes: 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.” [a] 14) To re-appoint Statutory Auditors and fix their remuneration and for that purpose to pass, as an ORDINARY RESOLUTION the following: “RESOLVED THAT pursuant to Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, ICAI Registration no. 117366W-W100018 be and are hereby re-appointed as the Statutory Auditors of the Company, for the second and final term of 5 years, to hold office from conclusion of 75th Annual General Meeting till conclusion of 80th Annual General Meeting. RESOLVED FURTHER THAT the Board of Directors, or Audit Committee thereof, be and is hereby authorized to decide and finalise the terms and conditions of appointment, including the remuneration of the Statutory Auditors.” 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 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 lakhs plus applicable taxes and out of pocket expenses at actuals for travelling and boarding/lodging for the financial year ending March 31, 2021 to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010), who are appointed as Cost Auditors to conduct the audit of cost records In view of the COVID-19 pandemic and the need for ensuring social distancing, the Government of India, Ministry of Corporate Affairs (“MCA”) allowed conducting Annual General Meeting through video conferencing (VC) or other audio-visual means (OAVM) without the physical presence of Members at a common venue. Accordingly, MCA issued Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020 (“MCA Circulars”), prescribing the procedures and manner of conducting the Annual General Meeting through VC/OAVM. Securities and Exchange Board of India (“SEBI”) also vide its Circular dated May 12, 2020 (“SEBI Circular”), permitted holding of Annual General Meetings through VC/OAVM. In compliance with the applicable provisions of the Companies Act, 2013, MCA Circulars and applicable provisions of the SEBI Circular, the 75th Annual General Meeting (AGM) of the Members will be held through VC/ OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only. The venue of the Meeting shall be deemed to be the registered office of the Company. [b] Since this General Meeting is held through VC/OAVM the physical attendance of members is dispensed with and no proxies would be accepted by the Company pursuant to the relevant MCA Circulars. [c] No attendance slip/route map has been sent along with this Notice of the Meeting as the meeting is held through Audio Visual means [d] Members who are shareholders as on Thursday, August 6, 2020 can join the AGM 30 minutes before the commencement of the AGM i.e at 3.00 P.M and till the time of the conclusion of the Meeting by following the procedure mentioned in this Notice. 51 NOTICE ANNUAL REPORT 2019-20 [e] The attendance through VC/OAVM is restricted and hence members will be allowed on first come first serve basis. However, attendance of Members holding more than 2% of the shares of the Company, Institutional Investors as on Thursday, August 6, 2020 and Directors and Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee, the Stakeholders Relationship Committee and Auditors will not be restricted on first come first serve basis. [f] Members attending the Meeting through VC/OAVM will be counted for the purposes of reckoning of Quorum under Section 103 of the Companies Act, 2013. [g] In line with the MCA Circulars and the SEBI Circular, the Notice calling the AGM has been uploaded on the website of the Company at www.larsentoubro.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and is also available on the website of KFintech at https://evoting.karvy.com/ [h] The information required to be provided under the SEBI (Listing Obligations and Disclosure Requirement 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 6 to 15 set out above are annexed hereto. [i] The Register of Members and Transfer Books of the Company will be closed from Friday, August 7, 2020 to Thursday, August 13, 2020 (both days inclusive). [j] Members holding shares in physical form are requested to furnish bank details, email address, change of address etc. to KFin Technologies Private Limited (“KFintech”), Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032, who are the Company’s Registrar and Share Transfer Agents so as to reach them latest by Thursday, August 6, 2020, 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. [k] Considering the difficulties caused due to the Covid-19 pandemic, MCA and SEBI have dispensed with the requirement of printing and sending physical copies of the Annual Report and the Notice of this Meeting and the Annual Reports have been sent via email to all those members who have registered their email ids with the Company or the Registrar and Transfer Agent or the Depositories or the Depository Participants as on Friday, July 10, 2020. Those Members who have not yet registered their email address are requested to get their email addresses registered by following the procedure given below: 1. Those Members who have registered/not registered their mail address and mobile nos. including address and bank details may please contact and validate/update their details with the Depository Participant in case of shares held in electronic form and with Registrar and Transfer Agents KFin Technologies Private Ltd in case the shares are held in physical form. 2. Members may also visit the website of the Company www.larsentoubro.com or the website of KFintech at https://evoting.karvy.com/ for downloading the Annual Report and Notice of the AGM. 3. Alternatively, Members may send an e-mail request to the email id einward.ris@KFintech.com along with scanned copy of the signed request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio. [l] Members who have already registered their email addresses are requested to get their email addresses validated with their Depository Participants / the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited to enable servicing of notices / documents / Annual Reports electronically to their email address. 52 [m] In terms of the MCA Circulars and in the view of the Board of Directors, all matters included in this Notice are unavoidable and hence are proposed for seeking approval at this AGM. All documents referred to in the accompanying Notice and the Explanatory Statement have been uploaded on the website of the Company at www.larsentoubro.com. All shareholders will be able inspect all documents referred to in the Notice electronically without any fee from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to IGRC@larsentoubro.com. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM. 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 84 85 86 87 88 89 90 91 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 01.08.2019 31.03.2019 06.09.2026 18.03.2020 31.03.2020 24.04.2027 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. Final Dividend if approved by the Members at this Meeting will be directly credited to the bank accounts of the shareholders as on the Book Closure Date i.e Thursday, August 6, 2020 for shares held in demat form and Thursday, August 13, 2020 for shares held in physical form, as per the details available with the Company within the prescribed timelines. In case of shareholders who have not registered their bank details with the Company, dividend warrants/demand drafts will be sent to them in due course of time and upon normalization of postal services. [n] Investor Grievance Redressal: The Company has designated an exclusive e-mail id viz. IGRC@Larsentoubro.com to enable Investors to register their complaints, if any. [o] 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 2019-20 transferred to the IEPF Authority all shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer i.e November 30, 2019. Details of shares transferred to IEPF Authority are available on the website of the Company and the same can be accessed through the link: http://investors.larsentoubro.com/resources.aspx. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in. [p] 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 dematerialisation, members are advised to dematerialize shares held by them in physical form. [q] Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/KFintech (in case of shares held in physical mode) and with the Depositories/ Depository Participants (in case of shares held in demat mode). 53 NOTICE ANNUAL REPORT 2019-20 For Resident Shareholders, who have provided PAN, taxes shall be deducted at source under Section 194 of the Income Tax Act, 1961 at 7.5% on the amount of dividend. If no PAN is provided, then the tax shall be deducted at source at 20% as per Section 206AA of the Act. No tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by the resident shareholders during Financial Year 2020-21 does not exceed R 5,000. In cases where the shareholder provides Form 15G / Form 15H and provided that all the required eligibility conditions are met, no tax will be deducted at source. Apart from above cases following categories of shareholders are exempt from tax deduction at source: (a) Life Insurance Corporation of India [clause (a) to 2nd proviso to section 194] (b) General Insurance Corporation of India/ The New India Assurance Company Ltd / United India Insurance Company Ltd / The Oriental Insurance Company Limited / National Insurance Company Ltd [clause (b) to 2nd proviso to section 194] (c) any other insurer in respect of any shares owned by it or in which it has full beneficial interest [clause (c) to 2nd proviso to section 194] The following payees are also not subject to TDS in view of the provisions of sections 196, 197A of the Act and CBDT notification: (a) Government [section 196(i)] their income, other than profits and gains of business and profession. For Foreign Portfolio Investor (FPI) category Shareholders, taxes shall be deducted at source under Section 196D of the Income Tax Act, 1961 at 20% (plus applicable surcharge and cess) on the amount of dividend payable. For other Non-resident Shareholders, taxes are required to be deducted in accordance with the provisions of Section 195 of the Income tax Act, 1961, at the rates in force. As per the relevant provisions of the Income tax Act, 1961, the tax shall be deducted at the rate of 20% (plus applicable surcharge and cess) on the amount of dividend payable to them. However, as per Section 90(2) of the Income tax Act, 1961, the non-resident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the shareholder, if they are more beneficial to them. To avail benefit of rate of deduction of tax at source under DTAA, such non-resident shareholders will have to provide the following: 1. Self-attested copy of the PAN allotted by the Indian Income Tax authorities; 2. Tax residency certificate from the jurisdictional tax authorities confirming residential status [for the dividend declared in FY 2020-21] – TRC 3. Declaration by the non- resident in prescribed (b) Reserve Bank of India [section 196(ii)] form 10F (c) a corporation established by or under a Central Act which is, under any law for the time being in force, exempt from income-tax on its income [section 196(iii)] (d) Mutual Fund [section 196(iv)] (e) any person for, or on behalf of, the New Pension System Trust referred to in section 10(44) [subsection 1E to section 197A] (f) Category I or a Category II Alternative Investment Fund (registered with SEBI as per section 115UB) as per Notification 51/2015 since 4. Self-declaration by the non-resident shareholder as to: • Eligibility to claim tax treaty benefits based on the tax residential status of the shareholder, including having regard to the Principal Purpose Test (if any), introduced in the applicable tax treaty with India; • No Permanent Establishment / fixed base in India in accordance with the applicable tax treaty; 54 • Shareholder being the beneficial owner of the dividend income to be received on the equity shares. iv. Then click on camera icon appearing against AGM event of Larsen & Toubro Limited, to attend the Meeting. In order to enable us to determine the appropriate tax rate at which tax has to be deducted at source under the respective provisions of the Income- tax Act, 1961, we request you to upload the abovementioned details and documents in the format provided by us and as applicable to you on the link https://ris.KFintech.com/form15/ by 05.00 p.m. IST on Thursday, August 6, 2020. Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/withholding on dividend amounts. Application of beneficial DTAA Rate shall depend upon the completeness and satisfactory review by the Company, of the documents submitted by Non- Resident shareholder. [r] Instruction for attending the meeting through VC: Convenience of different persons positioned in different time zones has been kept in mind before scheduling the time for this Meeting. The Company has appointed M/s KFin Technologies Private Limited (“KFintech”), to provide Video Conferencing facility for the AGM and the attendant enablers for conducting of the e-AGM. Member will be provided with a facility to attend the e-AGM through video conferencing platform provided by KFintech. Members may access the same at https://emeetings.KFintech.com by clicking “AGM video conference” Members are requested to follow the procedure given below: i. Launch internet browser (chrome/ firefox/safari) by typing the URL: https://emeetings.KFintech.com ii. Enter the login credentials (i.e., User ID and password for e-voting). iii. After logging in, click on “Video Conference” option Please note that the members who do not have the User ID and Password for e-Voting or have forgotten their User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice. Members can participate in AGM through smart phone/laptop. However, for better experience and smooth participation it is advisable to join the Meeting using Google Chrome, through Laptops connected through broadband. Further Members will be required to use Internet with a good speed to avoid any disturbance during the meeting. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Thursday, August 6, 2020 through email on IGRC@ larsentoubro.com. The same will be replied by the Company suitably. Please note that, members’ queries/ questions will be responded to only, if the shareholder continues to hold the shares as on the cut-off date i.e Thursday, August 6, 2020. Members intending to ask questions at the AGM, may login at https://emeetings.KFintech.com and click on “Speaker Registration” by mentioning the demat account number/folio number, city, email id, mobile number and submit. A reference number shall be displayed on the screen which may be preserved for recalling during the Q&A session in the e-AGM meeting. The “Speaker Registration” window shall be activated on Saturday, August 8, 2020 at 9.00 A.M and shall be closed on Monday, August 10, 2020 at 09.00 A.M. The Company reserves the right to restrict the number of questions and number of 55 NOTICE ANNUAL REPORT 2019-20 speakers, depending upon availability of time as appropriate for smooth conduct of the AGM. Members who are not able to join this Meeting over video conferencing will be able to view the live webcast of proceedings of AGM by logging on the e-voting website of KFintech at https://emeetings.KFintech.com/ using their remote e-voting credentials. Members who need assistance before or during the AGM, can contact KFintech on emeetings@KFintech.com or call on toll free numbers 1800-425-8998 / 1800-345-4001 . Kindly quote your name, DP ID-Client ID / Folio no. and E-voting Event Number in all your communications. [s] E-voting The businesses as set out in the Notice may be transacted through electronic voting system and the Company will provide a facility for voting by electronic means. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Standard 2 of the Secretarial Standards on General Meetings and Reg. 44 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company is pleased to offer the facility of voting through electronic means. The said facility of casting the votes by the members using electronic means (remote e-voting) will be provided by KFintech. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date of Thursday, August 6, 2020 shall be entitled to avail the facility of remote e-voting or e-voting on the day of the Meeting. 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 KFintech. The members who have cast their vote through remote e-voting prior to the AGM may also attend the AGM through video-conferencing but shall not be entitled to cast their vote again. The remote e-voting period commences on Monday, August 10, 2020 at 9.00 A.M and ends on Wednesday, August 12, 2020 at 05.00 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, August 6, 2020 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by KFintech for voting thereafter. Instructions for e-voting during the AGM: The e-Voting window shall be activated upon instructions of the Chairman during the AGM proceedings. Members shall vote as per the credentials displayed in the e-voting window. Members would need to click on the “Instapoll” icon and follow the instructions to vote on the resolutions. Only those shareholders, who are present in the AGM and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the e-AGM. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Thursday, August 6, 2020, 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, August 6, 2020 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 KFintech 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. 56 Members are requested to follow the instructions below to cast their votes through e-voting: A. In case a Member receives an e-mail from KFintech (for Members whose e-mail addresses are registered with the Company/ Depository Participants) the following needs to be done: (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 KFintech for e-voting, you can use your existing User ID and password for casting your vote. (iii) After entering these details appropriately, Click on “LOGIN”. (iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one 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 evoting website https://evoting.karvy.com. Based on the report received from the Scrutinizer, the Company will submit within 48 hours of the conclusion of the Meeting to the stock exchanges details of the voting results as required under Reg. 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Member can opt for only one mode of voting i.e. either through remote e-voting or at the Meeting. If a Member has cast his vote by remote e-voting then he will not be eligible to vote at the Meeting. The details of the person who may be contacted for any grievances connected with the facility for 57 NOTICE ANNUAL REPORT 2019-20 e-voting on the day of the AGM shall be the same as mentioned in the instructions for remote-evoting. 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. Facility to cast vote through e-voting will be made available on the Video Conferencing screen and will be activated once the same is announced by the Chairman during the Meeting. 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 e-voting 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 declaration of the result by the Chairman or any person authorised by him in writing and will be communicated to the Stock Exchanges. Chairman of the Company for a further period of 3 years with effect from October 1, 2020 and upto September 30, 2023. Mr. A.M. Naik is strongly identified with the growth of the Company and its contribution to strategic sectors of Defence, Nuclear Power, Space Research and Infrastructure. Mr. Naik has been awarded four doctorates and numerous awards from institutions and industry. He has also served as the Chairman of IIM, Ahmedabad. Mr. Naik in the capacity of Non-Executive Chairman, in addition to sitting fees, will be entitled to remuneration/ benefits as per the following terms and conditions: 1. Commission: Fixed amount of upto R 5 crore p.a. within the overall limits approved by the shareholders of the Company for payment of remuneration to NED’s. 2. Car & Driver, telephone & communication facilities and club membership. 3. Maintain an office with staff at the Company’s expense. EXPLANATORY STATEMENT 4. Reimbursement of medical expenses in accordance As required by Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out material facts relating to the business under items 6 to 15 of the accompanying Notice dated July 11, 2020. Item No. 6: Mr. A.M Naik has been associated with Larsen & Toubro Limited for over five decades. During his tenure as Executive Chairman he played a key role in the Company’s rise to its pre-eminent position, and its presence overseas, boosting employee morale and focusing on delivering superior value to stakeholders. After his superannuation as Executive Chairman, Mr. Naik has been guiding the Executive Management ensuing smooth transition as Non-Executive Chairman since October 1, 2017. Mr. A.M Naik, currently aged 78 years, was appointed as a Non-Executive Chairman of the Company with effect from October 1, 2017, after his superannuation as Executive Chairman of the Company. The shareholders in their meeting held on August 26, 2018 had approved appointment and continuation of Mr. Naik as Non- Executive Chairman in accordance applicable regulations. with the policy of the Company. 5. Perquisite value of Company accommodation. Regulation 17(1A) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, effective April 1, 2019, requires companies to obtain approval of shareholders by passing a special resolution for appointment or continuation of any Non-Executive Director who has attained the age of seventy-five years. Mr. Naik is liable to retire by rotation in this AGM and hence is proposed to be re-appointed. Accordingly, approval of the shareholders of the Company is sought for continuation of Mr. Naik as Non-Executive Chairman by passing Special Resolution. Disclosure, as required under Secretarial Standard 2 on General Meetings, is provided as an Annexure to the Notice. The Board recommends approval of re-appointment of Mr. Naik as Non-Executive Chairman of the Company, liable to retire by rotation and continuation beyond 75 years of age. The Board of Directors at its meeting held on June 5, 2020 re-appointed Mr. A.M Naik as Non-Executive Except Mr. Naik being the appointee, none of the Directors or the Key Managerial Personnel of the 58 Company and their relatives are concerned or interested in the resolution set out at Item No. 6. Item No. 7 and 11 On the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Mr. Sudhindra Vasantrao Desai (DIN: 07648203) as an Additional Director with effect from July 11, 2020. In terms of Section 161(1) of the Companies Act, 2013, Mr. Desai holds office as additional director upto the date of this Annual General Meeting. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Mr. Sudhindra Vasantrao Desai (DIN: 07648203) as a Whole-time Director of the Company with effect from July 11, 2020 upto and including July 10, 2025, subject to the approval of the members in the Annual General Meeting. Mr. S.V. Desai, a second rank holder in Civil Engineering from Gulbarga University, Karnataka in 1984 and a Post- Graduate [M Tech] from IIT Madras in 1986, started his career with National Buildings Construction Corporation Limited [NBCC] as Management trainee. He was involved in Light Combat Aircraft [LCA], HAL and then four years at Male’ Rep. of Maldives for an Hospital project, funded by Govt. of India on deputation to MEA. Then he was selected and rostered in Common Wealth Secretariat, London (UK) and UN Centre for Human Settlements (HABITAT), Nairobi, Kenya. Mr. Desai began his career in L&T in 1997 as a Construction Manager. During initial period of his career, he developed expertise in Tendering & Contracts management and then became the Head of Tender & Contracts of B&F-IC for domestic and international projects. He made remarkable contribution, as Head of Procurement & Contracts, in our prestigious Delhi International Airport Project, handling various national & international stakeholders. Subsequently in 2012, from B&F-IC, he was moved to Heavy Civil Infrastructure IC and was responsible for Metros & Defence businesses, and then took over as the Head of Heavy Civil Infrastructure IC in October 2015. In HCI, he has been handling many JVs, international partners, Corporates, Government Departments and a wide variety of jobs in the field of Elevated and Underground Metros, Bridges, Tunnel, Hydro, Nuclear, Ports & Harbours and Defence infrastructure. Mr. Desai is known for his expertise in the areas of Bid-estimation, negotiation and finalization of Mega Projects. In Heavy Civil, he was instrumental in bagging landmark infrastructure projects like Riyadh Metro, Qatar Metro, mega Defence infrastructure project. He has been inducted as a member of the Executive Committee of L&T in 2020. In his new role, over and above his current responsibilities of Heavy Civil Infra IC, he will oversee the functioning of Transportation Infra IC. Part III, of Schedule V of the Companies Act, 2013 and Secretarial Standard – 2 on General Meetings provides that the appointment and remuneration of Managing Directors and Whole-time Directors in accordance with Part I and Part II of the Schedule V shall be subject to approval by resolution of the shareholders in a General Meeting. At the Annual General Meeting of the Company held on August 26, 2016 the shareholders had fixed the maximum limits within which the Board was delegated authority to decide the remuneration of the Whole-time Directors of the Company. Pursuant to this, the Board has fixed the remuneration payable to Mr. Sudhindra Vasantrao Desai during his tenure as Whole-time Director. The Company will enter into an Agreement with Mr. Sudhindra Vasantrao appointing him as a Whole-time Director for the period from July 11, 2020 to July 10, 2025. During the period of this agreement and so long as the Whole-time Director performs his services as per the terms and conditions provided by this agreement, he shall be entitled to the following: Salary : R 8,75,000/- (Rupees Eight Lac Seventy Five Thousand Only) per month in the scale of R 650000-R 75000-R 1025000-R 100000-R 1525000 with the annual increment due on April 1 every year. Commission : The commission will be paid as per the parameters fixed by the Nomination and Remuneration Committee and the Board of Directors within the overall limits approved by the shareholders of the Company. 59 NOTICE ANNUAL REPORT 2019-20 Perquisites : 12 lakh per annum excluding free furnished accommodation or House Rent Allowance in lieu thereof. to the approval of the members in the Annual General Meeting. The above perquisites will exclude value of Stock Option benefits, if any, computed as per Income Tax Act/Rules, tax on which will be borne by the Company. Others : Company’s contribution to retirement funds, official use of car / driver and communication facilities for Company’s business, as per rules of the Company. Disclosures as required under Secretarial Standard 2 on General Meetings are provided as an Annexure to this Notice. The draft agreement to be entered into by the Company with Mr. Sudhindra Vasantrao Desai, in respect of his appointment as Whole-time Director, contains the terms and conditions of his appointment including remuneration. The draft Agreement to be entered into with Mr. Sudhindra Vasantrao Desai will be open for inspection in the manner specified in the Notice up to the date of the Annual General Meeting. The Board recommends approval of the appointment and remuneration of Mr. Sudhindra Vasantrao Desai, as Whole-time Director of the Company. Except Mr. Desai, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolutions set out at Item No. 7 and 11 Item No. 8 and 12 On the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Mr. T. Madhava Das (DIN: 08586766) as an Additional Director with effect from July 11, 2020. In terms of Section 161(1) of the Companies Act, 2013, Mr. T. Madhava Das holds office as additional director upto the date of this Annual General Meeting. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company. On the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Mr. T. Madhava Das (DIN: 08586766) as a Whole-time Director of the Company with effect from July 11, 2020 upto and including July 10, 2025, subject Mr. T. Madhava Das a graduate in Electrical Engineering from Regional Engineering College (now NIT), Calicut, joined L&T in 1985 as a GET. He has also completed his Post Graduation from Xavier Institute of Management, Bhubaneswar. During his career, he held various key positions in Electrical business of ECC such as Regional Projects Manager (Hyderabad Region), Sector Projects Manager (UAE) and Chief - Business Initiatives & Contracts (Transmission Lines). He was instrumental in expanding tower manufacturing capacity by setting up a new plant in Pithampur and in modernizing other manufacturing units. Subsequently, he headed Tranmission Line Business in domestic and later moved to GCC as Head of International Cluster-I. Mr. Madhava Das was elevated to the position of Head - PT&D IC in 2014. Under his leadership, the domestic Transmission Line EPC, Tower Manufacturing, Tower Testing Services and the PT&D business in UAE, Saudi Arabia, Oman and Kuwait has grown significantly, besides moving to new geographies in ASEAN and Africa. He has also successfully incubated Solar Business and has steered it to grow to the current level, besides adding microgrid and energy storage capabilities, making it one of the largest Solar EPCs in the country. He has been inducted as a member of the Executive Committee of L&T in 2017. He is currently the Co-Chairman of Confederation of Indian Industry (CII)’s Transmission Line Committee. In his new role, over and above his current responsibilities of the Power Transmission & Distribution IC, he will oversee the functioning of Water & Effluent Treatment (WET) IC. Part III, of Schedule V of the Companies Act, 2013 and Secretarial Standard – 2 on General Meetings provides that the appointment and remuneration of Managing Directors and Whole-time Directors in accordance with Part I and Part II of the Schedule V shall be subject to approval by resolution of the shareholders in a General Meeting. At the Annual General Meeting of the Company held on August 26, 2016 the shareholders had fixed the 60 maximum limits within which the Board was delegated authority to decide the remuneration of the Whole-time Directors of the Company. Pursuant to this, the Board has fixed the remuneration payable to Mr. T. Madhava Das during his tenure as Whole-time Director. The Company will enter into an Agreement with Mr. T. Madhava Das appointing him as a Whole-time Director for the period from July 11, 2020 to July 10, 2025. During the period of this agreement and so long as the Whole- time Director performs his services as per the terms and conditions provided by this agreement, he shall be entitled to the following: Salary : R 8,75,000/- (Rupees Eight Lac Seventy Five Thousand Only) per month in the scale of R 650000-R 75000-R 1025000-R 100000-R 1525000 with the annual increment due on April 1 every year. Commission : The commission will be paid as per the parameters fixed by the Nomination and Remuneration Committee and the Board of Directors within the overall limits approved by the shareholders of the Company. Perquisites : 12 lakh per annum excluding free furnished accommodation or House Rent Allowance in lieu thereof. The above perquisites will exclude value of Stock Option benefits, if any, computed as per Income Tax Act/Rules, tax on which will be borne by the Company. Others : Company’s contribution to retirement funds, official use of car / driver and communication facilities for Company’s business, as per rules of the Company. Disclosures as required under Secretarial Standard 2 on General Meetings are provided as an Annexure to this Notice. The draft agreement to be entered into by the Company with Mr. T. Madhava Das, in respect of his appointment as Whole-time Director, contains the terms and conditions of his appointment including remuneration. The draft Agreement to be entered into with Mr. T. Madhava Das will be open for inspection in the manner specified in the Notice up to the date of the Annual General Meeting. The Board recommends approval of the appointment and remuneration of Mr. T. Madhava Das, as Whole-time Director of the Company. Except Mr. T. Madhava Das, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolutions set out at Item No. 8 and 12. Item No. 9: Mr. D.K Sen (DIN: 03554707) was appointed as the Whole-time Director of the Company for a term of five years from October 1, 2015 upto and including September 30, 2020. The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, approved the re-appointment of Mr. D.K Sen (DIN: 03554707) as a Whole-time Director of the Company with effect from October 1, 2020 upto and including April 7, 2023, subject to the approval of the members in the Annual General Meeting. Mr. Dip Kishore Sen is the Whole Time Director and Senior Executive Vice President (Development Projects), Larsen & Toubro Ltd. A Civil Engineering graduate from IIT Kharagpur and a Post Graduate in Business Management from XLRI, Jamshedpur, prior to joining Larsen & Toubro, Mr. Sen worked for 12 years for reputed companies like M/s. Tata Steel, Jamshedpur, M/s. Development Consultants, Kolkata and was involved in a turnkey EPC Transmission line project in Malaysia. Mr. Sen started his tenure at L&T in 1989 as Sr. Manager (Civil & Structural Design) in EDRC Kolkata and has subsequently headed various portfolios like Head (Civil & Structural Design) EDRC Kolkata, Project Manager - Safal F&V Market Project, Bangalore, SPM (B&F) Kolkata Region, Regional Manager – Mumbai, Project Director Mumbai International Airport & Head - Transportation Infrastructure. His uniqueness is in his versatility of having worked across domains like Design & Engineering, Business Development, Tendering and hardcore construction. Driven by a passion to succeed and possessing the requisite talent, Mr. Sen steadily rose up the ranks and during this period he led several marquee projects that underscored L&T’s standing as ‘a builder of nations’. The most notable amongst which was the highly complex, mega project of the Mumbai International Airport. As Project Director from 2007 to 2011, he oversaw the most critical phase of project and was chiefly instrumental in paving the way to delivering a world-class airport in time, for which the organization takes great pride. 61 NOTICE ANNUAL REPORT 2019-20 Mr. Sen took over as Senior Vice President and Head -Transportation Infrastructure in 2011 to spearhead the organization’s efforts in the realms of roads, highways, elevated corridors and railways. Under his leadership, the business completed several high value projects in both India and the Gulf. Under his leadership, several major breakthroughs were achieved in the Railways sector and he has successfully steered the business to bag the prestigious projects like Metro Express Project in Mauritius & Dhaka Metro Project in Bangladesh. He has played a very prominent role in establishing L&T in the GCC Countries by securing several landmark projects, notable among which are the Maffraq - Ghweifat Road Project, the Abu Dhabi International Airport etc. Under his leadership L&T bagged their first Railways job in the Kingdom of Saudi Arabia, some urban infra development projects in Qatar, Oman & UAE. Part III, of Schedule V of the Companies Act, 2013 and the Secretarial Standard – 2 on General Meetings provides that the appointment and remuneration of Managing Directors and Whole-time Directors, in accordance with Part I and Part II of the Schedule V, shall be subject to approval by resolution of the shareholders in a General Meeting. At the Annual General Meeting of the Company held on August 26, 2016 the shareholders had fixed the maximum limits within which the Board was delegated authority to decide the remuneration of the Whole-time Directors of the Company. Pursuant to this, the Board has fixed the remuneration payable to Mr. D.K Sen during his tenure as Whole-time Director. The Company would enter into an Agreement with Mr. D.K Sen re-appointing him as a Whole-time Director for the period from October 1, 2020 to April 7, 2023. During the period of this agreement and so long as the Whole-time Director performs his services as per the terms and conditions provided by this agreement, he shall be entitled to the following: Salary : 12,25,000 (Rupees Twelve Lac Twenty Five Thousand only) per month in the scale of 6,50,000 - 75,000 – 10,25,000 – 1,00,000 - 15,25,000 with the annual increment due on April 1 every year. Commission : The commission will be paid as per the parameters fixed by the Nomination and Remuneration Committee and the Board of Directors within the overall limits approved by the shareholders of the Company. Perquisites : 12 lakh per annum excluding free furnished accommodation or House Rent Allowance in lieu thereof. The above perquisites will exclude value of Stock Option benefits, if any, computed as per Income Tax Act/Rules, tax on which will be borne by the Company. Others : Company’s contribution to retirement funds, official use of car / driver and communication facilities for Company’s business, as per rules of the Company. Disclosures as required under Secretarial Standard 2 on General Meetings are provided as an Annexure to this Notice. The draft agreement to be entered into by the Company with Mr. D.K Sen, in respect of his re-appointment as Whole-time Director, would contain the terms and conditions of his re-appointment including remuneration. The draft Agreement to be entered into with Mr. D.K Sen will be open for inspection in the manner specified in the Notice up to the date of the Annual General Meeting. The Board recommends approval of the re-appointment and remuneration of Mr. D.K Sen, as Whole-time Director of the Company. Except Mr. Sen, 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 On the recommendation of the Nomination & Remuneration Committee, the Board of Directors appointed Mr. Subramanian Sarma (DIN: 00554221) as a Whole-time Director of the Company with effect from August 19, 2020 upto and including August 18, 2025, subject to the approval of the members in the Annual General Meeting. Mr.Sarma is the Chief Executive Officer (CEO) and Managing Director (MD) of L&T Hydrocarbon Engineering Ltd, a wholly-owned subsidiary of Larsen & Toubro Ltd. In this role, he leads the worldwide Hydrocarbon projects portfolio of L&T. A graduate in Chemical Engineering, Mr. Sarma completed his Master’s from IIT Mumbai. A seasoned 62 professional, he has over 37 years of experience, with the last 28 being in the Middle East. During his career span, Mr. Sarma has handled the complete Oil & Gas value chain including Executive Management, Business Development, Project Management and Process Engineering. Mr. Sarma is the recipient of the CHEMTECH CEW, Business Leader of the year 2017 for Engineering Services. Immediately prior to joining L&T, Mr. Sarma served as Managing Director of Petrofac - Onshore Engineering & Construction, with complete responsibility for all of the Company’s onshore projects worldwide. He was appointed as a Non-Executive Director of the Company and the Chief Executive Officer and Managing Director of L&T Hydrocarbon Engineering Limited with effect from August 19, 2015. In his new role, over and above his current responsibilities as CEO and Managing Director of L&T Hydrocarbon Engineering Limited, Mr. Sarma will assume charge of Power IC. Part III, of Schedule V of the Companies Act, 2013 and Secretarial Standard – 2 on General Meetings provides that the appointment and remuneration of Managing Directors and Whole-time Directors, in accordance with Part I and Part II of the Schedule V, shall be subject to approval by resolution of the shareholders in a General Meeting. At the Annual General Meeting of the Company held on August 26, 2016 the shareholders had fixed the maximum limits within which the Board was delegated authority to decide the remuneration of the Whole-time Directors of the Company. Pursuant to this, the Board has fixed the remuneration payable to Mr. Subramanian Sarma during his tenure as Whole-time Director. Mr. Subramanian Sarma has not been a resident in India for a continuous period of 12 months immediately preceding his date of appointment, the Company will seek approval of the Central Government as required under Schedule V and other applicable provisions of the Companies Act, 2013 and the ruled made thereunder. The Company will enter into an Agreement with Mr. Subramanian Sarma appointing him as a Whole-time Director for the period from August 19, 2020 to August 18, 2025. During the period of this agreement and so long as the Whole-time Director performs his services as per the terms and conditions provided by this agreement, he shall be entitled to the following: Salary : R 14,25,000 (Rupees Fourteen Lakh Twenty Five Thousand Only) per month in the scale of R 10,25,000 - R 1,00,000 – R 19,25,000 with the annual increment due on April 1 every year. Commission : The commission will be paid as per the parameters fixed by the Nomination and Remuneration Committee and the Board of Directors within the overall limits approved by the shareholders of the Company. Perquisites : 12 lakh per annum excluding free furnished accommodation or House Rent Allowance in lieu thereof. The above perquisites will exclude value of Stock Option benefits, if any, computed as per Income Tax Act/Rules, tax on which will be borne by the Company. Others : Company’s contribution to retirement funds, official use of car / driver and communication facilities for Company’s business, as per rules of the Company. Disclosures as required under Secretarial Standard 2 on General Meetings are provided as an Annexure to this Notice. The draft agreement to be entered into by the Company with Mr. Subramanian Sarma, in respect of his appointment as Whole-time Director, contains the terms and conditions of his appointment including remuneration. The draft Agreement to be entered into with Mr. Subramanian Sarma will be open for inspection in the manner specified in the Notice up to the date of the Annual General Meeting. The Board recommends approval of the appointment and remuneration of Mr. Subramanian Sarma, as Whole-time Director of the Company. Except Mr. Sarma, 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. 13 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, debt raising would be another source of 63 NOTICE ANNUAL REPORT 2019-20 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 then 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 1, 2019, had approved issue of Securities for an aggregate sum up to US$ 600 Million (or its rupee equivalent) or INR 4500 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 Shareholders’ approval is sought for renewal of the approval. 64 The Directors recommend this Resolution for approval of the Shareholders. None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 13. Item No. 14: In accordance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (“Audit and Auditors Rules, 2014), M/s. Deloitte Haskins & Sells LLP (“DHS”), were appointed as the Statutory Auditors of the Company, at the Annual General Meeting held on September 9, 2015, to hold office for a period of 5 years from the conclusion of the 70th AGM till the conclusion of the 75th AGM. DHS would be completing their first term of five years at this AGM. The Board of Directors (“Board”) of the Company on the recommendation of the Audit Committee (“Committee”) recommended the re-appointment of DHS for a second and final term of five years to hold office from the conclusion of the 75th AGM till the conclusion of the 80th AGM in accordance with the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Credentials of DHS: 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, Bengaluru, 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. Rationale for re-appointment: The Board and the Audit Committee considered various parameters while approving the re-appointment of DHS as Statutory Auditors of the Company including but not limited to their capability to serve a diverse and complex business landscape as that of the Company, existing experience in the Company’s business verticals and segments, market standing of the firm, clientele, technical knowledge and found DHS suited to continue to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company. Terms and Conditions of re-appointment: Term of Re-Appointment – 5 years from the conclusion of the 75th AGM till the conclusion of the 80th AGM Remuneration – Fixed Remuneration for Statutory Audit of R 205 lakh for FY 2020-21 plus applicable taxes, travelling and other out of pocket expenses incurred by them in connection with the statutory audit. The proposed fees is based on the scope of work, knowledge, industry experience, expertise, time and efforts required to be put by DHS for FY 2020-21. The proposed fees are also in line with the industry benchmarks. The fees for services in the nature of limited review, statutory certifications and other professional work will be in addition to the audit fee as above and will be decided by the Management in consultation with the Auditors and will be subject to approval by the Board of Directors and/or the Audit Committee. Further, the remuneration for the remaining tenure of DHS as Statutory Auditors for the FY 2021-22 to FY 2024-25 will be decided by the Management in consultation with the Auditors and will be subject to the approval by the Board of Directors and/or the Audit Committee DHS has given their consent to act as Statutory Auditors of the Company and have confirmed that the said re-appointment if made will be in accordance with the conditions prescribed under Section 139 and 141 of the Companies Act, 2013. 65 NOTICE ANNUAL REPORT 2019-20 Accordingly, consent of the members is sought for the aforesaid purpose. The Directors recommend this resolution for approval of the shareholders. None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested in the resolution set out at Item No. 14. 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 2020-21, at a remuneration of R 13 lakhs plus applicable taxes and out of pocket expenses at actuals for travelling and boarding/ lodging. M/s. R. Nanabhoy & Co., Cost Accountants, have furnished certificates regarding their eligibility for appointment as Cost Auditors of the Company. In accordance with the provisions of Section 148 of the Act read with the Rules, the remuneration payable to the cost auditor has to be ratified by the shareholders of the Company. Accordingly, consent of the members is sought for the aforesaid purpose. The Directors recommend this resolution for approval of the shareholders. None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, in the resolution set out at Item No. 15. By Order of the Board of Directors For LARSEN & TOUBRO LIMITED, SIVARAM NAIR A COMPANY SECRETARY M.No – F3939 Mumbai, July 11, 2020 66 (ANNEXURE TO NOTICE DATED JULY 11, 2020) 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. Subramanian Sarma Name of the Director Date of Birth Date of Appointment on the Board Qualifications Masters’ Degree in Chemical Engineering from IIT Bombay February 4, 1958 August 19, 2015 Ms. Sunita Sharma Mr. A.M Naik Mr. D.K Sen March 9, 1959 April 1, 2015 June 9, 1942 November 23, 1989 March 19, 1956 October 1, 2015 Masters Degree in Science B.E (Mech.) Expertise Expertise in managing large business portfolios in energy sector. Vast Experience in Insurance and Housing Finance L&T Hydrocarbon Engineering Limited L&T Power Limited National Stock Exchange of India Limited Directorships held in other public companies including private companies which are subsidiaries of public companies (excluding foreign companies) Memberships/ Chairmanships of committees across all companies Member Risk Management Committee Larsen & Toubro Limited Chairperson Stakeholders Relationship Committee Larsen & Toubro Limited 5 of 5 5 of 5 Number of Meetings attended during the year Shareholding of Non- Executive Directors Relationships between directors inter-se NA Nil 100 Nil 624958 Nil B.Tech (Hons.)  in Civil Engineering from IIT, Kharagpur. 1977 and MBA (PGDBM) from XLRI, Jamshedpur.  1986 Vast experience in Design and Engineering, Business Development, Tendering and construction 1. L&T Infrastructure Engineering Limited Diverse and vast experience in General Management, Technology, Engineering & Construction 1. Larsen & Toubro Infotech Limited 2. L&T Technology Services 2. L&T Aviation Services Private Limited Limited 3. L&T Construction Equipment 3. L&T Power Development Limited Limited 4. L&T Welfare Company Limited 5. L&T Employees Welfare 4. Nabha Power Limited 5. Raykal Aluminum Company Foundation Private Limited Private Limited 6. Mindtree Limited 7. National Skill Development Council Member Nomination & Remuneration Committee Larsen & Toubro Limited Larsen & Toubro Infotech Limited L&T Technology Services Limited 4 of 5 6. Larsen & Toubro Qatar LLC 7. Larsen & Toubro Oman LLC 8. Construction Skill Development Council of India Member Corporate Social Responsibility Committee Larsen & Toubro Limited 5 of 5 NA Nil 67 NOTICE ANNUAL REPORT 2019-20 Name of the Director Date of Birth Date of Appointment on the Board Qualifications Mr. Sudhindra Vasantrao Desai July 5, 1960 July 11, 2020 Masters in Civil Engineering from IIT Expertise Vast Experience in Heavy Civil and Infrastructure Space Directorships held in other public companies including private companies which are subsidiaries of public companies (excluding foreign companies) Memberships/ Chairmanships of committees across all companies Number of Meetings attended during the year Shareholding of Non- Executive Directors Relationships between directors inter-se L&T Arunachal Hydropower Limited L&T Himachal Hydropower Limited L&T Uttaranchal Hydropower Limited L&T Infrastructure Engineering Limited International Seaports Dredging Private Limited Member Corporate Social Responsibility Committee L&T Uttaranchal Hydropower Limited NA NA Nil Mr. T. Madhava das January 25, 1963 July 11, 2020 B.E from NIT Calicut, Post Graduate in Management from Xavier Institute, Bhubaneshwar Expertise in managing large business portfolios in power transmission and distribution segment Indian Electricals and Electronics Manufacturers Association NA NA NA Nil 68 INFORMATION AT A GLANCE: Sr. no Particulars Details 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 Day, Date and Time of AGM Thursday, August 13, 2020, 3.30 P.M Mode Video Conference (VC) and Other Audio Visual Means (OAVM) Participation through VC/OAVM Members can login from 03.00 P.M (IST) on the date of the AGM at https://emeetings.kfintech.com Helpline Number for VC/OAVM participation Submission of Questions/Queries before AGM Speaker Registration before AGM Recorded Transcript Dividend for FY 2020 recommended by the Board Dividend Book Closure Dates 1800-425-8998/1800-345-4001 Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Thursday, August 6, 2020 through email on IGRC@larsentoubro.com. The same will be replied by the Company suitably. Please note that, members queries/ questions will be responded to only, if the shareholder continues to hold the shares as on the cut-off date i.e Thursday, August 6, 2020. Visit https://emeetings.kfintech.com and click on “Speaker Registration” during the period from Saturday, August 8, 2020 (9.00 A.M IST) to Monday August 10, 2020 (09.00 A.M IST) Will be made available post AGM at www.larsentoubro.com R 8 per equity share of the face value of R 2 each Friday, August 7, 2020 to Thursday, August 13, 2020 (both days inclusive) Dividend Payment Date Cut-off date for e-voting 17th August, 2020 Thursday, August 6, 2020 Remote e-voting start time and date Monday, August 10, 2020, 09.00 A.M Remote e-voting end time and date Wednesday, August 12, 2020, 05.00 P.M Remote e-voting website of Kfintech https://evoting.karvy.com Name, address and contact details of e-voting service provider and registrar and transfer agent KFin Technologies Private Limited (“Kfintech”), Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 Tel No: 1800-425-8998/1800-345-4001 Email: evoting@karvy.com Email Registration and Contact Updation Process Demat Shareholders: Contact respective Depository Participant Physical Shareholders: KFintech Website: https://ris.KFintech.com/email_registration/ 69 1020.51 999.55 aMoUNT To BE CarrIEd To rESEr VE: Board RepoRt ANNUAL RepoRt 2019-20 Board report Dear Members, the Directors have pleasure in presenting their 75th Annual Report and Audited Financial Statements for the year ended 31st March 2020. 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 profit for the year from 2019-20 v crore 2018-19 v crore 7379.43 8576.66 6358.92 626.99 6985.91 961.15 7577.11 1642.35 9219.46 2271.13 continuing operations profit before tax from discontinued operations Less: tax expense of discontinued operations 6024.76 6948.33 865.38 812.40 210.93 269.34 Net profit after tax from discontinued operations Net profit after tax from continuing operations and discontinued operations Add: Balance brought forward from the previous year Less: Business combination impact Less: Ind AS 115 transition adjustment Less: Ind AS 116 transition adjustment Less: Dividend paid for the previous year (Including dividend distribution tax) Less: Interim dividend paid during the year Less: Loss on remeasurement of the net defined benefits plans / equity instruments through other Comprehensive Income Balance available for disposal (which the Directors appropriate as follows) Less: Debenture Redemption Reserve Balance to be carried forward 654.45 543.06 6679.21 7491.39 15046.99 14250.01 – – 3291.90 704.04 3.97 – 2754.94 2596.78 1403.89 – 512.96 20.37 17050.44 15128.31 93.27 16957.17 81.32 15046.99 70 STaTE oF CoMPaNY aFFaIrS: the total income for the financial year under review was R 85,192 crore as against R 84,999 crore for the previous financial year, registering an increase of 0.23%. the profit before tax from continuing operations including exceptional items was R 6,986 crore for the financial year under review as against R 9,219 crore for the previous financial year, registering a decrease of 24%. the profit after tax from continuing operations including exceptional items was R 6,025 crore for the financial year under review as against R 6,948 crore for the previous financial year, registering a decrease of 13%. the Company has not transferred any amount to the reserves during the current financial year. dIVIdENd: During the Financial Year ended March 31, 2020, the Company paid an interim dividend of R 10/- (500%) per equity share amounting to R 1,403.89 crore the Directors recommend payment of dividend of R 8/- (400%) per equity share of R 2/- each on the share capital amounting to R 1,123.11 crore for FY 2020. the total dividend for FY 2020, including the final dividend, if approved by shareholders, would amount to R 18/- (900%) per equity share. the Dividend payment 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 (‘SeBI LoDR Regulations’). the policy is provided as Annexure ‘G’ forming a part of this Board Report and also uploaded on the Company’s website at http://investors.larsentoubro. com/Listing-Compliance.aspx. CaPITaL & FINaNCE: During the year under review, the Company allotted 7,83,249 equity shares of R 2/- each upon exercise of stock options by the eligible employees under the employee Stock option Schemes. on exercise of the conversion option of US$200 million 0.675% convertible bonds due in 2019, the Company has allotted 3,79,388 equity shares of R 2/- each against conversion of 7,970 FCCBs of the face value of US$ 1000 each. Remaining 1,92,030 Bonds of the face value of US$1000 each were redeemed/repaid. the Company repaid long-term borrowings of USD 492.03 million (approx. R 3,500 crore) during the year under review on scheduled due dates. on the other hand, the Company raised USD 425 million of foreign currency borrowings for meeting business requirements and certain capital expenditure. the Company has issued and allotted on private placement basis, Unsecured, Rated, Listed, Redeemable Non-convertible Debentures (NCDs) aggregating to R 5900 crore during the financial year 2019-20. the funds raised through issuance of NCDs had been utilised for capital expenditures, long-term working capital, business expenses, treasury investments and bonafide purposes in the normal course of business. these NCDs are listed on the Wholesale Debt Market Segment of National Stock exchange of India Limited and BSe Limited. Listing of CPs the Company has issued Commercial papers amounting to R 4,845 Crore during the FY 2019-20. pursuant to the SeBI Circular dated october 2019, the Company has listed the Commercial papers on BSe Limited. the Company has not defaulted on any of its dues to the financial lenders. the Company’s borrowings are rated by CRISIL and ICRA. the details of the same are given on page 115 in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report and is also available on the website of the Company. dIVESTMENT oF ELECTrICaL & aUToMa TIoN BUSINESS: As disclosed in our previous Report, the Company had on 1st May 2018 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. As reported last time, Schneider electric had received approval from Competition Commission of India for the proposed combination, vide letter dated 18th April 2019. the process of divestment was progressing well. However, due to the Covid-19 pandemic and subsequent lock-down, the process has been delayed and the Company expects the transaction to close after normalcy is restored. CaPITaL EXPENdITUrE: As at 31st March 2020, the gross property, plant and equipment, investment property and other intangible assets including leased assets, stood at R 13,559.73 crore and the net property, plant and equipment, investment property and other intangible assets, including leased assets, at R 8,637.58 crore. Capital expenditure during the year amounted to R 1,370.51 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 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company has filed with the Registrar of Companies (RoC) the requisite returns for outstanding receipt of money/loan by the Company, which is not considered as deposits. dEPoSITorY SYSTEM: As the members are aware, the Company’s shares are compulsorily tradable in electronic form. As on 31st March 2020, 98.68% of the Company’s total paid up capital representing 1,38,52,96,740 shares are in dematerialized form. SeBI LoDR Regulations mandate that the transfer, except transmission and transposition, of securities are to 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. Accordingly, any investor desirous of transferring shares (which are held in physical form) can transfer only after their shares are dematerialized. Further in adherence to SeBI’s circular to enhance the due-diligence for dematerialization of the physical shares, the Company has provided the static database of the shareholders holding shares in physical form to the depositories to augment the integrity of its existing systems and enable the depositories to validate any dematerialization request. 71 Board RepoRt ANNUAL RepoRt 2019-20 TraNSFEr To INVESTor EdUCa TIoN aNd ProTECTIoN FUNd: investments / divestments in subsidiary companies during the year are as under: the Company has been regularly sending 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. efforts are also made by the Company in co-ordination with the Registrar to locate the shareholders who have not claimed their dues. Despite these efforts, an amount of R 5,27,14,490 which was due & payable and remained unclaimed and unpaid for a period of seven years, was transferred to Investor education & protection Fund (IepF) as provided in section 125 of the Companies Act, 2013 and the rules made thereunder. Cumulatively, the amount transferred to the said fund was R 29,61,28,286 as on 31st March 2020. 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 2,47,300 equity shares of R 2 each (0.02% of total number of shares) held by 2,709 shareholders (0.24% 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 2011-12. 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. All corporate benefits accruing on such shares viz. bonus shares, etc. including dividend except right shares shall be credited to IepF. SUBSIdIarY / aSSoCIaTE / JoINT VENTUrE CoMPaNIES: During the year under review, the Company subscribed to / acquired equity / preference shares in various subsidiary / associate / joint venture companies. the details of a) Shares acquired during the year: Name of the Company L&t Shipbuilding Limited (Note 1) Mindtree Limited (Note 2) L&t Construction Machinery Limited (Note 3) L&t Construction equipment Limited (Note 3) L&t Construction equipment Limited (Note 3) Note: Type of Shares equity equity equity equity No. of shares 1,33,20,000 10,05,27,734 19,91,32,091 4,71,600 preference 64,83,00,000 1. the Company had acquired the entire stake held by tamil Nadu Industrial Development Corporation (tIDCo) in L&t Shipbuilding Limited thereby making it a wholly owned subsidiary of the Company. Subsequently, pursuant to the National Company Law tribunal (Mumbai & Chennai bench) approval for the Scheme of Amalgamation, L&t Shipbuilding Limited has merged with the Company (appointed date 1st April 2019 and effective date 18th May 2020). 2. the Company acquired 3,27,60,229 equity shares of Mindtree Limited, pursuant to the Share purchase Agreement. Further, 164,42,134 equity shares of Mindtree Limited have been acquired in the open market and 5,13,25,371 equity shares have been acquired through open offer. 3. pursuant to the approval of the Composite Scheme of Amalgamation & Arrangement between L&t Realty Limited (LtR), L&t Construction equipment Limited (LtCeL) and L&t Construction Machinery Limited (LtCML) by National Company Law tribunal, Mumbai bench (appointed date 1st April 2018 and effective date 17th May 2020), LtR has been amalgamated into LtCeL and the manufacturing business of LtCeL has been demerged into LtCML. As consideration towards this amalgamation and demerger, the Company has been allotted 19,91,32,091 equity shares of R 10 each by L&t Construction Machinery Limited and 4,71,600 equity shares of R 10 each and 64,83,00,000 12% non-convertible preference shares of R 10 each by L&t Construction equipment Limited. 72 B) Equity shares sold / transferred / reduced during the year: Name of the Company L&t technology Services Limited (Note 1) L&t Kobelco Machinery private Limited (LtKM) (Note 2) Number of shares 40,63,632 2,55,00,000 pursuant to the amendment agreement entered by the Company with Canadian pension plan Investment Board (CCpIB), L&t Infrastructure Development projects Limited, (L&t IDpL), a wholly owned subsidiary of the Company, has allotted 30,84,62,468 equity shares to CCpIB India private Holdings Inc. Accordingly, the Company presently holds 51% in L&t IDpL. Note: 1. the Company had sold shares of L&t technology Services Limited in the open market and through offer for Sale towards achieving the minimum public shareholding norm. pursuant to this sale, the present public shareholding in L&t technology Services Limited is more than 25% and is in compliance of SeBI requirements. 2. Sale of 51% stake of L&t in LtKM to the JV partner is in line with L&t’s strategy to move away from the non-core businesses. C) Companies Struck off: L&t Cassadian Limited has applied to the Ministry of Corporate Affairs for strike off under the provisions of Companies Act, 2013 and is awaiting approval for the same. 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 594 to 607 of this Annual Report. the Company has formulated a policy on identification of material subsidiaries in line with Regulation 16(c) of the SeBI LoDR Regulations 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 LoDR Regulations in Note 58 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 individual threshold limits for each transaction 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 the related party transactions for the FY 2019-20 and estimated related party transactions for FY 2020-21. 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: the Company had filed a petition for merger of L&t Shipbuilding Limited with the Company. the amalgamation was approved by National Company Law tribunals at Mumbai & Chennai. L&t Shipbuilding Limited has thus merged with the Company (appointed date 1st April 2019 and effective date 18th May 2020). there are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. CoMPaNY rESPoNSE To CoVId-19 During March 2020, the CoVID pandemic increased rapidly forcing Governments of most countries to enforce a lockdown of all activities. Heeding to the 73 Board RepoRt ANNUAL RepoRt 2019-20 various guidelines issued in India by the Central and State Governments and abroad by various agencies on the Covid-19 pandemic, all establishments, offices & factories of the Company had shut down operations from March 25, 2020. Your Company immediately took several measures to ensure health and safety of its workers and other employees and thereafter, steps were taken to ensure business continuity of essential services including Security and It lights-on operations. Special permissions were also taken for ensuring that very critical operations such as defence business, dewatering in Metro projects, etc. continued with all the precautionary measures. A Decision Response team was formed which consisted of members from the executive Committee to assess the situation and take appropriate decisions. Smaller teams/ task forces were set up at each location / site / factory / manufacturing units etc to regularly monitor the situation. Your Company employs more than 250,000 contract labourers around various sites in India and abroad. Your Company set up labour camps at their sites to house these labourers including migrant labourers. During the lockdown period, your Company ensured food, shelter and medical facilities in these labour camps and timely remittance of wages to workmen and payments to subcontractors, directly to their bank accounts. Your Company along with its subsidiary companies and employees who donated two days salary, contributed R 150 Crore to the pM-CAReS Fund, responding to the call given by Hon’ble prime Minister of India. Additionally, your Directors, executive Committee members, with equivalent contribution from the Company, contributed R 5.58 crore to the pM CAReS fund. Your Company also provided a wide range of material assistance viz., donated medical equipment to various hospitals and other institutions, distributed grocery kits and cooked food to doctors, sanitation workers, stranded families and migrant workers. Your Company has also extended its technological expertise to partner with civic authorities and the police to set up monitoring systems and manage Command & Control Centers. Such centers are in operation in over 20 cities including Mumbai, pune, Nagpur, prayagraj, Ahmedabad, Visakhapatnam and Hyderabad. As of date, your Company has re-purposed sections of hospitals in Delhi, Dwarka, Bettiah, puducherry, Kolkata and Gorakhpur to meet the needs of CoVID patients. For the quarter ended 31 March 2020, the impact due to CoVID 19 on your Company’s revenues and net profits was approximately R 1800 crore and R 400 crore respectively. this was due to stoppage of work in almost all the sites for the last part of March 2020 as well as the disruption to the last mile work, like physical inspection, customer clearance etc., that could not be completed due to lockdown restrictions. Your Company resumed partial service of operations from April 14, 2020, after implementation of standard protocols in line with the guidelines prescribed. As on the date of this report, your Company has resumed work in all offices/manufacturing units, barring some establishments in Maharashtra where the employees continue to Work from Home. 90% of the domestic project sites of the Company are working with restricted labour capacity. the Company is remobilizing the workmen as a significant percentage of the migrant workmen have gone back to their villages. All international sites have also resumed work after some interruptions. employees are working in a staggered manner with mandatory rotation on a periodic basis and in adherence to all the safety protocols. In fact, all the plants and office establishments that have started functioning have implemented safety and hygiene protocols like wearing of face masks, social distancing norms, workplace sanitation and employee awareness programmes. the protocols are regularly reviewed and updated based on revisions in guidelines received from authorities concerned from time to time. With the graded opening of sites and factories, the Company is making every effort possible to make up for the lost time, due to the pandemic, during the year. the impact of the lockdown disruption is being assessed from time to time. A lot depends on the success of the various pandemic containment efforts being undertaken by the State and Central Government and Health authorities. CoNSErVaTIoN oF ENErGY, TECHNoLoGY aBSorPTIoN, ForEIGN EXCHaNGE EarNINGS aNd oUTGo: Information as required to be given under Section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in Annexure ‘A’ forming part of this Board Report. 74 rISK MaNaGEMENT: the Risk Management Committee was reconstituted during the year and comprises of Mr. Adil Zainulbhai, Mr. Sanjeev Aga and Mr. Subramanian Sarma, Directors of the Company. Mr. Adil Zainulbhai is the Chairman of the Committee. the Company has formulated a risk management policy and has in place a mechanism to inform the Board Members about risk assessment. the risk assessment includes review of strategic risks of the group at the domestic and international level, including Sectoral developments, risk related to market, financial, geographical, political and reputational issues, environment, Social and Governance (eSG) risks, 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 331 to 334 of this Annual Report. CorPoraTE SoCIaL rESPoNSIBILITY: the Corporate Social Responsibility Committee comprises of Mr. M. M. Chitale, Mr. R. Shankar Raman and Mr. D. K. Sen as the Members. Mr. Chitale is the Chairman of the Committee. the CSR policy framework is available on its website http://investors.larsentoubro.com/Listing-Compliance. aspx. A brief note regarding the Company’s initiatives with respect to CSR is given in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report. please refer to pages 105 to 107 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. dETaILS oF dIrECTorS aNd KEY MaNaGErIaL PErSoNNEL aPPoINTEd/ rESIGNEd: Mr. Akhilesh Gupta ceased to be an Independent Director of the Company w.e.f. 8th September 2019 on account of completion of his term as Independent Director. Mr. Arvind Gupta, Nominee Director representing equity interest of the Administrator of the Specified Undertaking of the Unit trust of India (SUUtI) on the Board of the Company, has demitted the office as a Nominee Director of the Company with effect from 26th March 2020 on account of withdrawal of his nomination by SUUtI, pursuant to divestment of their stake held in the Company. Mr. thomas Mathew t. ceased to be an Independent Director of the Company w.e.f. 2nd April 2020 on account of completion of his term as Independent Director. Mr. Ajay Shankar ceased to be an Independent Director of the Company w.e.f. 29th May 2020 on account of completion of his term as Independent Director. Mr. N. Hariharan, executive Vice-president & Company Secretary superannuated from the services of the Company with effect from 1st January, 2020. the Board places on record its appreciation towards valuable contribution made by them during their tenure as Directors and Key Managerial personnel of the Company. pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 23rd october 2019, approved the appointment of Mr. Sivaram Nair A as the Company Secretary and Compliance officer with effect from 2nd January 2020. the Board has re-appointed Mr. D. K. Sen as a Whole- time Director of the Company from 1st october 2020 to 7th April 2023, subject to the approval of the shareholders. the Board has re-appointed Mr. A M Naik as Non- executive Chairman of the Company for a period of 3 years from 1st october 2020, subject to the approval of the shareholders. Mr. Subramanian Sarma, Ms. Sunita Sharma and Mr. A M Naik, 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. 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 75 Board RepoRt ANNUAL RepoRt 2019-20 the website of the Company http://investors.larsentoubro. com/Listing-Compliance.aspx. the Committee has also formulated a separate policy on Board Diversity. 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 92 and 93 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 LoDR Regulations. 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 98 to 100 of this Annual Report. CoMPaNY PoLICY oN dIrECTorS’ aPPoINTMENT aNd rEMUNEraTIoN: the Company has in place a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SeBI LoDR Regulations. the details relating to the same are given in Annexure ‘B’ - Report on Corporate Governance forming part of this Board Report. Members are requested to refer to pages 100 to 104 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 senior management personnel, composition and the criteria for determining qualifications, positive attributes and independence of a Director. the Nomination and Remuneration policy is provided as Annexure ‘H’ forming part of this Board Report and is also disclosed on the Company’s website at http://investors.larsentoubro.com/Listing-Compliance.aspx. 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 as laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SeBI LoDR Regulations. 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. the Independent Directors of the Company have registered / in the process of registering themselves with the data bank maintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of one (1) year from the date of inclusion of their names in the data bank. the said online proficiency self-assessment test will be undertaken by the Independent Directors of the Company, as applicable, within the prescribed timelines. EXTraCT oF aNNUaL rETUrN: As per the provisions of Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in Form MGt-9 is attached as Annexure ‘F’ to this Report. dIrECTorS’ rESPoNSIBILITY STaTEMENT: the Board of Directors of the Company confirms: a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies 76 Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the Annual Accounts on a going concern basis; e) the Directors have laid down an adequate system of internal financial control to be followed by the Company and such internal financial controls are adequate and operating efficiently; f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and were operating effectively. adEQUaCY oF INTErNaL FINaNCIaL CoNTroL: the Company has designed and implemented a process driven framework for Internal Financial Controls (“IFC”) within the meaning of the explanation to Section 134(5) (e) of the Companies Act, 2013. For the year ended 31st March 2020, 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 to include qualitative criteria, 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 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. 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 18th May, 2020 and in the subsequent meeting of Nomination and Remuneration Committee and the Board. Most of the suggestions from the Board evaluation exercise of FY 2019-20 have been suitably implemented such as considering qualitative criteria for performance evaluation exercise. dISCLoSUrE oF rEMUNEraTIoN: the details of remuneration as required to be disclosed under the Companies Act, 2013 and the rules made thereunder, are given in Annexure ‘D’ forming part of this Board report. the information in respect of employees of the Company required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, as amended from time to time, is provided in Annexure ‘I’ forming part of this report. In terms of Section 136(1) of the Act and the rules made thereunder, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary at the Registered office of the Company. None of the employees listed in the said Annexure is related to any Director of the Company. 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. No complaint was received in the Company during the F.Y. 2019-20. 77 Board RepoRt ANNUAL RepoRt 2019-20 In addition to the continuous online awareness programs, more than 100 awareness workshops and training programs were conducted during the year 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: zz eSop Disclosures: there has been no material change in the employee Stock option Schemes (eSop schemes) during the current financial year. the eSop Schemes are in compliance with Securities and exchange Board of India (Share Based employee Benefit) Regulations, 2014 (“SBeB Regulations”). zz zz the disclosures relating to eSops required to be made under the provisions of the Companies Act, 2013 and the rules made thereunder and the SBeB Regulations is provided on the website of the Company http:// investors.larsentoubro.com/Listing-Compliance.aspx. the 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 LoDR Regulations, 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 2018-19 is available on the Company’s website http://www. larsentoubro.com/corporate/sustainability/integrated- report/ and the report for the year 2019-20 shall be published shortly. zz 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. zz 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 has registered itself on tReDS through the service providers Receivables exchange of India Limited (RXIL). the Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines. zz IBC: there is no Corporate Insolvency Resolution process initiated under the Insolvency and Bankruptcy Code, 2016 (IBC). 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, 2013. 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. 78 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 108 forming part of Annexure ‘B’ of this Board Report. BUSINESS rESPoNSIBILITY rEPor TING: As per Regulation 34 of the SeBI LoDR Regulations, a separate section on Business Responsibility Reporting forms a part of this Annual Report (refer pages 22 to 43). dETaILS oF SIGNIFICaNT aNd MaTErIaL ordErS PaSSEd BY THE rEGULaTorS or CoUr TS or TrIBUNaLS: During the year under review, there were no material and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future. CoNSoLIdaTEd FINaNCIaL STaTEMENTS: 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 LoDR Regulations and prepared in accordance with the Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof issued by the Ministry of Corporate Affairs 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 rEPor T: 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. 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. Accordingly, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the present Statutory Auditors of the Company, M/s Deloitte Haskins & Sells LLp would hold office until the conclusion of the ensuing Annual General Meeting. they have expressed their willingness to be reappointed for a further term. the Board of Directors of the Company, after considering the recommendation of the Audit Committee, recommends the re-appointment of M/s Deloitte Haskins & Sells LLp for the 2nd and final term of five consecutive years from the conclusion of this ensuing 75th Annual General Meeting till the conclusion of 80th Annual General Meeting of the Company. M/s Deloitte Haskins & Sells LLp has submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment is within the limits prescribed under Section 141(3)(g) of the Act. 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. the Notice convening the AGM includes a resolution for their re-appointment. the terms and conditions of their appointment including remuneration are specified in the explanatory statement which is a part of the notice convening the AGM. Also see pages 108 and 109 forming part of Annexure ‘B’ of this Board Report. 79 Board RepoRt ANNUAL RepoRt 2019-20 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. 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 2020. 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 5th June 2020, 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 2021 at a remuneration of R 13 lakhs. A proposal for ratification of remuneration of the Cost Auditor for the financial year 2020-21 is placed before the shareholders. the Report of the Cost Auditors for the financial year ended 31st March 2020 is under finalization and shall be filed with the Ministry of Corporate Affairs within the prescribed period. aCKNoWLEdGEMENT Your Directors take this opportunity to thank the customers, supply chain partners, employees, Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock exchanges and all the various stakeholders for their continued co-operation and support to the Company. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Joint Venture partners / Associates. For and on behalf of the Board a. M. Naik Group Chairman (DIN: 00001514) Date : 5th June 2020 place : Mumbai 80 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: zz zz zz zz zz zz zz zz zz zz zz zz Implementation of LeD lights in He-Hazira campus and other project sites and Solar pipes in SG fabrication area. Installation of an off Grid Mini-Solar power plant for meeting the energy requirement of site & workmen habitats at Ranchi Smart City project. Installed Local pre/ post Weld Heat treatment (pWHt) using pID technology which ensures uniform heating and reduction in energy wastage. Implemented the use of Metal Halide (400 Watt) eot Crane under bay lights with LeD Lights. Installed energy efficient burners for Furnaces and pre heating. Usage of electro Slag Strip Cladding (eSSC) Iot station and usage of Submerged Arc Welding (SAW) Iot station which reduces welding process time per shell. Installation of Ie-2 Class energy Motors (315 kW, 37 kW, 11 kW) for Flushing facility. Retrofitting of VtL machine with 828 D energy efficient system and retrofitting of edge Bevelling machine with energy efficient drive mechanism. Usage of pWHt & pBHt combined cycle in Furnace for HMeL bends and double layer loading in Furnace to reduce the number of cycle. Replacing existing aged in efficient pumps (Water, Sewage & HVAC ) with energy efficient. Development of energy efficient screw chiller with BMS system for 120t AC plant. Implemented enpI monitoring of etS precision tool manufacturing energy consumption and enpI reduction of CG moulding energy consumption. Implemented Smart CoMM energy Management system at ASW & Digital Dashboard. Replacement of conventional light fittings with Solar lighting system in SSII, open yard-5 and Grit blasting & painting areas at production/ Utility areas at eWL Kancheepuram factory and Kansbahal works. 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. Installation of energy efficient water coolers and submersible pumps 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. Utilization of Solar Lights for lighting around compound walls. Development of panasonic make MIG Welding Machines. Development of ApFC relay automation for maintaining power factor and without Joint single point electrode - 8mm small electrode. Implementation of timer in Vertical Brazing machine for CM90516 production and eliminating Corona process from pad printing. Installation of Ducting in tool programming Cell Department. Replacement of 90t Centralized Chiller type Air Conditioning with VRF type Air Conditioning. zz zz zz zz zz zz zz zz zz zz zz zz zz zz 81 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 zz zz zz zz zz zz zz zz zz zz zz zz zz Replacement of Solar inverter with solar generation. Replacement of one chiller coil for improvement in efficiency of the chiller. Successfully completed Bureau Veritas Surveillance audit of ISo50001 energy Management System of all 3 ASW eSp MFG. campus. Reducing carbon footprint by replacing a portion of cement with GGBS in the mix design at Varsha Inner Harbour, Kochi Dry Dock, Bangalore Metro Rail Limited, MtHL and MCRp. effective usage of Flyash in the mix design thus reducing the cement content at Ahmedabad Metro Rail project and Kudankulam HtS project has reduced the carbon footprint of the structure. Installation of small Lt power at temporary locations like bridge and structures where the work duration is shorter. A dedicated energy monitoring cell is set up at HQ to explore technological upgrades and for better monitoring and control. Installation of seven asphalt mix plants in RReC are technology ready for recycled asphalt production (RAp). the transmission tower manufacturing facilities re-use galvanizing plant rinse water for pickling acid preparation. Zinc Recovery machines have been installed to recover zinc from zinc ash generated during galvanizing process. online monitoring of Gas, electricity and Water consumption is practised. By installing gantry cranes, usage of hydra has been reduced thereby saving requirement of High Speed Diesel. Increased use of digital collaboration tools such as Microsoft teams and Virtual Inspections have led to reduced travel thereby leading to less carbon footprint. zz Adoption of digital tools such as Integrated Vehicle Management System have led to fuel savings. (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 Dedicated motor for oil cooling to reduce energy consumption zz Development of Ie3 Class Motor for otR presses zz zz zz zz zz Use of therminol Fluid in place of Steam heating for 55” tube presses Implemented 120w led luminaries instead of 250w HpMH lamp in Shop floor and energy saved 3500 KWH / Annum. Implemented VFD drive in Line 1 De dusting and energy saved 66000KWH/Annum. Rainwater harvesting implemented and the water used for Fire hydrant sump. energy saved 8900KWH /Annum 1400KL water saved in Sump. time based oN /oFF compressor controller implemented and energy saved 9000KWH / Annum. zz Installing Solar panels on Rooftop. zz Solar panels installed at project sites. zz zz zz Alternate usage of M-sand instead of Natural Sand at all project sites has produced a considerable impact in conserving the natural resource. Implementation of usage of alternative solution of curing compound for all the vertical structures in the projects. Usage of the power source from the electricity grid in the metro projects for tunnel Boring machine operations. zz Usage of pNG at DIAL project to power the Hot Mix plant. 82 (iii) Capital investment on energy conservation equipments: zz zz Use of High-tension breakers maintenance (effective monitoring of power consumption) transformer oil servicing towards effective functioning & reduce heat losses. zz Installation of Auto Cut off sensors at Vizag. zz Using the methodology of parallel work, both the tanks were made ready for Hpt at the same time. this methodology helped in re-usage of 50 tons of fresh water which would have been drained out otherwise. the measures taken have resulted in savings in cost of production, power consumption and processing time at all locations. [B] TECHNoLoGY aBSorPTIoN: (i) Efforts made towards technology absorption: zz zz zz zz zz zz zz zz Development of capabilities in High-end Finite element Analysis including automation of Finite element Model generation. Development of capability for multi-physics simulation in areas such as Fluid Structure Interaction. Advanced manufacturing simulation technology for 3D analysis of multi-layer weld overlay distortion prediction. Design development for Multi-tubular Reactor Systems and methodology for piping flexibility analysis of complex Refinery systems. Development of Chemical process technology in the area of residue up-gradation (petroleum Refining) and Coal/petcoke Gasification. Developed a 3D Concrete printing which has the potential to radically redefine the way concrete buildings are constructed. Developed Internal painting Robot for construction application and also at Ap Housing projects. Developed Acid concentration meter with auto pump operation in Derusting tank to reduce the acid consumption and spent acid generation. zz zz zz zz zz zz zz zz zz zz zz zz Implemented Acid level indicator with visual display in paintshop communication room to monitor the HCL acid stock. Implemented Advanced scada monitoring and data lodging system in paint shop Dryer for effective monitoring of paint shop. Implemented Demand controller in eB panel to maintain the allotted demand for power consumption monitoring & control. Implemented VFD Drive with multi speed running of Blower in Line 1 De dusting and energy conservation is achieved. Implemented semi-automated Stp plant with online monitoring (parameters like pH, Dissolved oxygen, Running hours, Flow rate) with SMS. Implemented the online monitoring system for compressor Air consumption & energy consumption. Development of tandem Wagon traverser with rack & pinion pusher drive, 10000 tpH C-Frame stacker reclaimer and plant dedusting system including development of manual damper for process plant. Development of pCR Column type Hydraulic tire Curing press, Column type V orientation Hydraulic tire Curing press, 1100 t Bladder Curing press – BAto, otR / Ultra otR Gt Lube spraying machine. Implementation of cured tyre handling Automation system, load control for 84” cracker Mill through Digital load cell arrangement, otR presses for tulip Mold and otR – Radial II Stage tire building Innovated new MCCBs, new variants of ACBs, Contactors, Isolators and panel solutions for new emerging market segments like Solar & Railways, new state of art motor protection relays, controllers for power Quality solution, Intelligent products for Agriculture segments etc Implemented additional pendent type Remote for Robomaster Fixed bender manual operation to increase the Human safety. In Manual Cutting Machine implemented scale with stand for measuring purpose to increase the productivity. 83 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 zz zz zz zz zz zz zz zz zz zz zz Implemented the colour tag FG Material to easily identify and reduce the Loading time and reduce the Customer complaint. Implemented Colour tag Quarter wise for Raw Material to Follow FIFo. Implemented Integrated Life Support System – for tejas Aircraft (oxygen Generation System) Developed Chemical Warfare Agent Detection System Developed ICRS- Intelligent Collaborative Robotic System, Robot Sentry, mini UGV & Ballbot, MARF & Control software and Integration of complete collaborative system. Developed Wireless Smart Handheld Device, secure communication (Voice and Data) between users and Modular system with clear separation between App, Security and Network. Developed power Amplifier Module, product development, product improvement, cost reduction, manufacturing of the power Amplifier Module and developed in house test jigs for testing. Development of Autonomous Underwater Vehicle “Amogh” for oceanographic Surveys in collaboration with foreign partner. Development of Mine plough for t72 tanks in collaboration with foreign partner. Development of Indigenous Fire Control Radar in collaboration with foreign technology partner. Indigenization of subsystems for K9 Vajra Artillery Gun. zz Manufacturing of test panels for sonar domes using Resin Film Infusion technology by partnering with DRDo. zz zz zz Development of Acoustic payloads for Autonomous Underwater Vehicles in partnership with DRDo. Developed three types of efficient hull forms with low resistance suitable for various warships/ patrol vessels in collaboration with IIt Kharagpur. Development of design of Avionics LRUs with Standby engine Instrument and Standby Instrumentation System for Helicopter platforms. zz zz zz zz zz zz zz zz zz zz zz zz zz zz zz Deployment Communication Lte based 4G Network in a Box (NIB)-chassis including electronics using in-house Base station. Development of a separate internal Rapid Deployment Communication System including electronics and chassis for customer demos and trials and includes qualification testing. Development of Lt Vega (Unmanned Surface Vessel) and Wireless Client Device. Development of Ammunition Handling tube in composite material for K9 Vajra Artillery Gun. 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 Bulk Reception unit for feeding coal after receiving from dumper. Developed tertiary reversible impact crusher (RI6363t) which is presently under manufacturing. experimental investigation on usage of shredded waste plastics in construction of bituminous layers in flexible pavements. Development of high early strength concrete without affecting target strength using special sleeper grade cement. Investigation on seismic performance of various precast connections of buildings with shear walls. Fire resistance tests on load bearing RC wall panels for various fire rating in association with CBRI, Roorkee. Developed sizing optimization Software (iBoSS- intelligent Buildings optimum Structural Sizing) for mid and high-rise buildings using genetic algorithms. proof of concept studies were undertaken with IItM Chennai to explore the feasibility of 3D printing technology. 84 zz zz zz zz zz zz zz zz zz zz zz zz zz Development of new indigenous precast connections for RC walls. downhill conveyors and complete inhouse design of pipe conveyors 5.5km and even more. Feasibility study on the use of high-performance concrete base (M100 grade) suitable for wind turbine generators construction, in place of steel. Development of pervious concrete for parking bays and pavements Laboratory Studies on the effect of coarse aggregate grading of fresh & hardened concrete properties. Laboratory study on the determination of volume of coarse aggregate content in the hardened concrete by titration method. Use of precast geo-polymer concrete for non- structural components like manhole covers. Indigenous development and import substitute of co-efficient of thermal expansion test equipment for the study of a material’s expansion or contraction with temperature. Development of in-house Dynamic Cone penetration and Light cone penetration apparatus for quick estimation of in-situ soil strength characteristics. Development of pods using light weight concrete. Developed Slab transport wagon in steel plant, roll/coil/slab transfer car for hot strip mill project, Wing tripper and wagon loader in for stockpile generation / wagon loading, C-frame stacker reclaimer with 58 m lg boom in port. Developed machine performance and health monitoring system through Iot and implemented for Stacker reclaimer machine, indurating machine for pellet plant, pelletizing disc with modified drive arrangement. Developed Spillage protection arrangement in track Hopper & mechanism for auto opening during plough feeder operation, drag type plough feeder technology and composite weigh hopper gate for Blast furnace. Developed roller compact concrete conveying system developed inhouse to convey RCC from batching plant to feed to punatsangchhu hydel project construction, complete inhouse design of zz zz zz zz zz zz zz zz zz zz zz zz Absorbed the technology of pipe Bursting which is a trenchless method of pipe installation that allows for minimal disruption to existing infrastructure in Udaipur Integrated Infrastructure project. Development of an in-house L&t SBBR technology which is a method for biological treatment of domestic waste-water. Developed SafeArmZ & VieweHS applications which are structured platforms designed with an intention to enhance eHS compliance at project sites and institutionalize incident reporting. Replaced the ordinary submersible pump in Stp plant with new cutter pump Development of SFF energy Meter, Meter with 2G & 4G Communication modules and Smart prepaid Meter with 4G & NBIot Communication modules Developed one of the largest Smart Meter project based on LpR technology in the country. Introduced Feeder pillars, CSS (Compact Sub Station) & Front RMU with FRtU for Utilities segment Introduced Sub-Main Distribution Board (SMDB) and GIS for wind segment to cater for the infrastructure sector like Metros, Airports, Smart cities, high-end residential complexes for international markets. Introduced a pre-Fabricated electrical Substation building, known as “e-House”, customized to house all electrical equipment as per project requirements Developed domestic LV Switchboards with “Closed Door operation” feature which were offered to key customers in refinery and power plant segments Indigenously developed and released industrial platform i-Visionmax®; and deployed at various industry verticals. Developed a centralized o&M Incident Management which is a Web and Mobile App based GIS application that helps in keeping track 85 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 zz zz zz zz zz zz zz of project incidents, resolving the tickets and maintaining the required SLA. SWIFt (Supply and Work Integrated Finishing on time) Developed in-house by SWC Digital team, a proactive project Monitoring tool (Start to Finish) from managing approvals digitally (Smart Signoff), to monitoring completion of packages/file in a project, Identifying items that are in critical status, draw Responsibility & Accountability for the project stake holders and to generate timely alerts by way of SMS / emails. Developed Smart Meter-project Management which collects data on the field, store data in cloud, present real-time dashboards to all stakeholders facilitating multiple touch points access across mobile and desktop. the RC wall thickness of 100mm was successfully implemented at AptIDCo project after the successful fire rating investigation at CBRI Roorkee. optimized precast connection systems are implemented based on the outcome of the test results. iBoSS software has been successfully tested on many real time projects. Introduction of curing admixtures in pQC mix to improve the concrete permeability, which in-turn improves the quality and long-term performance of concrete. zz Introduction of gauge conversion for side rollers used in compactors and graders. (ii) Benefits derived like product improvement, cost reduction, product development or import substitution: zz zz zz Integrated Life Support System acts like a technology enabler to develop variants for other platforms like Helicopter, Dornier Do 228 and to Develop products for High Altitude survival kits. Developed first-of-its-kind crowd management system that proactively interprets crowd dynamics and provides timely alerts. Developed real time notifications of crowd density at different locations which provided efficient means. 86 zz zz Innovated deep Learning based Alert Generation for identifying crowd gatherings. Implemented Crowd Management Analytics of Line Count (counting number of people crossing the line in either direction to determine entry and exit) at the prominent entry exit routes. zz Monitoring the real-time crowd density to notify law enforcement officials when the pilgrims in a square metre area exceeds above 3.6 threshold. zz zz zz zz zz zz zz zz Developed & deployed a Deep learning based Social Distance monitoring solution to aid law enforcement agencies to pin down areas. Deployed Computer Vision enabled pothole detection algorithm to notify city authorities on areas with high intensity of potholes. Deployed Machine learning based vehicle movement restriction solution beyond 3 Kms. through automated correlation on license plate recognition data. pilot deployment of state-of-the art patrol Management solution for efficient and effective patrolling operations for a large state police force. Usage of Chemical Warfare Agent Detection System addresses Indian & international market needs and also enables to develop variants like Integrated Nuclear Sensor and Integrated Network Chemical Agent Detector System for different platforms. Usage of ICRS has resulted in enabling the Company to gain good expertise in Robotics field and develop their own Robots not only for Military applications but also for industrial applications in smartcity as well. Development of Amogh acts as import substitution for applications of oceanographic surveys up to depth of 1000 m Development of efficient hull forms has enabled the Company to select lower capacity propulsion systems, which is a major cost element in the ships. zz Avionics has the potential for Business in the Helicopter programs, can also be targeted for other platforms (Fixed Wing Aircrafts), civil and military configurations zz RDCS enables the Company to address tCS, MCCS, MINt and other upcoming projects and will also be useful for Civilian applications including Disaster relief & public safety operations zz Integration of new communication technologies such as 4G, NBIot and LoRa in the Smart Meters. zz MV portfolio was enhanced by improved range of Gas Insulated Switchgear (GIS) for Wind energy applications and Metro projects zz zz zz zz zz zz zz zz Adoption of face-recognition based attendance system for workmen at Buxar project site helps achieving contact-less, faster attendance and also provides video footage Development of virtual guard (Video analytics) for weighbridge unmanned surveillance to provide better control over weighbridge process. Adoption of RpA bot for automating some repetitive processes e.g. generating comparison sheets for rate contract items, saving time of buyers. Implemented Iot for tracking critical p&Ms such as concreting machinery, welding machines, vehicles. this has helped improve asset utilization. Usage of smart glass for remote project review and remote inspection at vendor’s saves travel time and cost. Implemented in-house scripted and video shoot 360o Virtual reality-based films in 5 languages for unsafe scenarios for workmen. these immersive videos implemented at all project sites help workmen understand unsafe scenarios and its consequences. L&t has adopted its own private cloud infrastructure services for some of its critical systems and business continuity. Increased self-reliance and savings in Foreign exchange in process plant, refinery and power plant equipment sector zz zz zz zz zz zz zz zz zz zz zz zz zz Reduction in production cycle time, cost and rework due to implementation of advanced manufacturing Continuous improvement in on-site fabrication capability and on-going improvement in existing product & technology Received grants from e&A business 81 patents and 09 trademarks. the use of lightweight structural concrete utilizing by products of flyash leads to improved fire and thermal resistance, improved productivity with environment friendly. Reduction in the optimum binder content of the mix and improved the strength of the mix by considerably. Superpave mix design was found to reduce the optimum binder content of Dense Bituminous Macadam (DBM) and Bituminous Concrete (BC) mixes by 0.5%. precast connection seismic performance study helps to optimize the connection cost with improved safety. Reduced thickness of RC walls for the desired fire rating has saved huge quantity of concrete with increased carpet area for mass housing projects. the cycle time required for making each precast structural element is significantly brought down by using the high early-age strength concrete mix pervious concrete is an economical alternative to paver concrete blocks and sustainable product Developed a new resurfacing technology for bridge decks with light weight concrete, geotextiles and asphalt concrete Implemented optimized pavement overlay solution by LtCRtC and optimization of conventional concrete mixes for foundation structures for various ptD project sites the Casting Gantry is a new generation portable mould system for casting precast, post-tensioned I-Beams, designed for the Second Ishwar 87 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Gupta Setu project, for West Bengal Highway Development Corporation Ltd. zz epoxy Coated pile Rebar Cage Machine Dia 1.2 m to 2.2 m is an in-house innovation done for Mechanization of the pile rebar cage fabrication process. zz economical and cost-effective piles in solar projects which saves time. (iii) Information regarding technology imported during the last 3 years: S. No. Technology Imported Year of Import Status of absorption & reasons for non- absorption, if any Implementation of UltraViolet (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. 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. Fully absorbed this technology and are implementing the same with other projects like 318 MLD WWtp at Coronation pillar, DJB – Cluster Stps. a) UV disinfection system 2017 b) MBR (Membrane Bioreactor) technology 2017 c) 2017 Vortex Grit Removal in Sewage treatment plant 88 S. No. Technology Imported Year of Import Status of absorption & reasons for non- absorption, if any 2017 d) Unistage tire Building machine passenger- 12-17 and electrical platen Heating System e) 3D Virtual Reality Model in Ctp-14 2017 2018 f) Magnetic Field Analysis for Underground 220kV power cables inside power Duct g) Verse equipment 2019 h) electrical Storage System 2019 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. 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. Non-destructive measurement of stress- free temperature of track. the electrical Storage System (eSS) are capable of storing energy and powering trains during failure of traction Supply. eSS system are also capable of voltage stabilization-smoothening the voltage fluctuation caused by normal traction operations. S. No. Technology Imported Year of Import Status of absorption & reasons for non- absorption, if any (iv) Expenditure incurred on research & development: i) DC traction System Design 2019 optimization of both inverter capacity as well as battery capacity has been achieved for eSS system, which is leading to economies in project execution. optimization of ratings of rectifiers and transformers using the overload capacity has also been developed, which is leading to economy in project execution. Capital Recurring (includes customer funded of R 0.08 crore) Total total R&D expenditure as a percentage of total turnover v crore 2019-20 41.01 198.82 239.83 0.28% [C] ForEIGN EXCHaNGE EarNINGS aNd oUTGo: Foreign exchange earned Foreign exchange saved / deemed exports Total Foreign exchange used v crore 2019-20 10,133.03 54.96 10,187.99 24,947.51 89 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 executive Committee (eCom) comprising of the Chief executive officer and Managing Director, 5 executive Directors, 1 Non-executive Director and a few senior leaders. (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 provides strategic direction, reviews and approves management’s business objectives and plans. 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. 90 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” zz Review of consolidated financials including working capital, cash flow, capital structure, etc. zz Review of Monthly / Quarterly / Yearly financial performance zz Review of Revenue, Capital & Manpower Budget and performance there against zz 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 zz Approval of common policies zz Sharing of best practices, etc. zz 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, leadership 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, safety, etc., besides providing the Board with valuable inputs. g. Independent Company Board (IC Board): As a part of Lakshya 2016, the Company decided to have Hybrid Holdco Structure. Accordingly, 10 Independent Companies (ICs) were created. During the process of evolving Lakshya 2021, the structure was reviewed and it was decided to continue with the IC structure with modified mandate. Needless to mention that the IC structure has enabled the Company to empower people and achieve substantial growth in their businesses. Looking to the long-term objective of the company, a detailed exercise on perspective planning and Strategic planning have been undertaken. It is expected to be completed during the current financial year. 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 2020, the Board comprised of the Group Chairman, the Chief executive officer & Managing 91 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Director, 5 executive Directors, 3 Non-executive Directors (2 representing financial institutions) and 10 Independent Directors, including one Independent Woman Director. the composition of the Board, as on 31st March 2020, 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’). b. Meetings of the Board: the Meetings of the Board are generally held at the Registered office of the Company at L&t House, Ballard estate, Mumbai 400 001 and whenever necessary, in locations, where the Company operates. the Meetings of the Board have been held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the year under review, 5 meetings were held on 10th May 2019, 23rd July 2019, 30th September 2019, 23rd october 2019 and 22nd January 2020. the Independent Directors met on 18th May 2020 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, whenever 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 2020. 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. Adil Zainulbhai GC Ceo & MD eD eD eD eD eD ID ID ID ID ID 5 5 5 5 5 5 5 5 5 5 5 5 No. of Board Meetings attended 4 5 5 5 5 5 5 5 5 3 5 5 attendance at last aGM YeS YeS YeS YeS YeS YeS YeS YeS YeS YeS YeS No 92 Name of director Category Meetings held during the year Mr. Akhilesh Gupta & Mrs. Sunita Sharma (Note 1) Mr. thomas Mathew t.$ Mr. Ajay Shankar # Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta (Note 2) @ 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 NeD ID ID ID NeD NeD 2 5 5 5 5 5 5 5 5 5 No. of Board Meetings attended 2 5 5 5 5 5 5 4 5 2 attendance at last aGM YeS YeS YeS YeS YeS YeS YeS YeS YeS No 2. Representing equity interest of SUUtI & - ceased to be a Director w.e.f 8th September, 2019 $ - ceased to be a Director w.e.f. 2nd April 2020 @ - resigned as a Director w.e.f 26th March 2020 pursuant to withdrawal of nomination by SUUtI # ceased to be a Director w.e.f. 29th May 2020 GC – Group Chairman eD – executive Director ID – Independent Director Ceo & MD – Chief executive officer & Managing Director NeD – Non-executive 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. As on 31st March 2020, the number of other Directorships & Memberships / Chairmanships of Committees of the Board of Directors along with the names of the listed entities (whose equities securities are listed) wherein the Director holds directorships are as follows: Name of director Mr. A. M. Naik No. of other company directorships 5 No. of Committee Membership 0 No. of Committee Chairmanship 0 Mr. S. N. Subrahmanyan Mr. R. Shankar Raman 5 9 1 6 0 0 Names of other Listed entities where he holds directorship Larsen & toubro Infotech Limited L&t technology Services Limited Mindtree Limited Larsen & toubro Infotech Limited L&t technology Services Limited Mindtree Limited Larsen & toubro Infotech Limited Category of directorship Non-executive Chairman Non-executive Chairman Non-executive Chairman Non- executive Vice- Chairman Non- executive Vice- Chairman Non- executive Vice-Chairman Non-executive Director 93 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Name of director No. of other company directorships No. of Committee Membership No. of Committee Chairmanship 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 7 2 1 3 6 1 8 6 Mr. Adil Zainulbhai 7 Mrs. Sunita Sharma Mr. thomas Mathew t.* 1 5 1 0 0 0 4 1 4 3 4 0 3 0 0 0 0 3 0 4 1 5 1 2 94 Names of other Listed entities where he holds directorship L&t Finance Holdings Limited Mindtree Limited Category of directorship Non-executive Director Non- executive Director Nil Nil Nil Mindtree Limited essel propack Limited Atul Limited Larsen & toubro Infotech Limited Bhageria Industries Limited Batliboi Limited Crisil Limited Hero Motocorp Limited tech Mahindra Limited Biocon Limited Interglobe Aviation Limited Colgate-palmolive (India) Limited Ht Media Limited Apollo tyres Limited Mahindra & Mahindra Limited Jubiliant Foodworks Limited Reliance Industries Limited Network18 Media & Investment Limited Cipla Limited tV18 Broadcast Limited Nil Non- executive 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 Chairman- Independent Director Independent Director Chairman - Independent Director L&t Finance Holdings Limited ptC India Financial Services Ltd Independent Director Independent Director Name of director Mr. Ajay Shankar # Mr. Subramanian Sarma Ms. Naina Lal Kidwai Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Hemant Bhargava No. of other company directorships 1 1 No. of Committee Membership 2 0 No. of Committee Chairmanship 0 0 Names of other Listed entities where he holds directorship Nil Nil Category of directorship 4 4 7 3 3 3 2 1 2 2 4 0 Cipla Limited Independent Director Max Financial Services Limited Larsen & toubro Infotech Limited UFo Moviez India Limited pidilite Industries Limited Mahindra Holidays & Resorts India Limited L&t technology Services Limited Mphasis Limited take Solutions Limited entertainment Network (India) Limited Bharti Infratel Limited the tata power Company Limited Voltas Limited ItC Limited Independent Director Independent Director Chairman and Independent Director Independent Director Independent Director Independent Director Independent Director Chairman - Independent Director Independent Director Independent Director Nominee Director Non-executive Director Non- executive Director Notes: * - ceased to be a Director w.e.f. 2nd April 2020 # ceased to be a Director w.e.f. 29th May 2020 zz zz other Company Directorships includes directorships in all public limited companies whose equity shares 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 Minutes of meeting of Board of Directors, Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee 95 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 zz zz zz 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, etc. 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. 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 Experience / Expertise / attribute Comments Leadership Industry knowledge and experience 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 organization to maximize 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. experience and exposure in policy shaping and industry advocacy 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’s businesses. Governance including legal compliance Commitment, belief and experience in setting corporate governance practices to support the Company’s robust legal compliance systems and governance policies/practices. 96 Sr. No 5 Experience / Expertise / attribute expertise/experience in Finance & Accounts / Audit / Risk Management areas 6 Global experience / International exposure Comments 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. the mapping of the Skill Matrix for the FY 2019-20 for all the Directors is as follows: Sr. No 1 2 3 4 5 6 7 8 9 Name of the 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 10 Mr. M. Damodaran 11 Mr. Vikram Singh Mehta 12 Mr. Adil Zainulbhai 13 Ms. Sunita Sharma 14 Mr. thomas Mathew t * 15 Mr. Ajay Shankar # 16 Mr. Subramanian Sarma 17 Ms. Naina Lal Kidwai 18 Mr. Sanjeev Aga 19 Mr. Narayanan Kumar 20 Mr. Hemant Bhargava 1 √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ √ 2 √ √ √ √ √ √ √ X X X √ X X X √ √ X X √ X 3 √ √ √ √ X X √ √ √ √ √ √ √ √ √ √ √ √ √ √ 4 √ √ √ √ √ √ √ √ √ √ X √ √ √ X X √ √ X √ 5 √ √ √ X X X X √ X √ X X √ √ X X √ √ √ √ 6 √ √ X X √ √ X X √ X √ √ X X √ √ X X X X Notes: * - ceased to be a Director w.e.f. 2nd April 2020 # - ceased to be a Director w.e.f. 29th May 2020 Absence of any skill does not necessarily mean that the Director does not possess the skill. 97 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 reviewed by the Board from time to time. the Board is responsible for constituting, assigning and co-opting the members of the Committees. the meetings of each Board Committee are convened by the Company Secretary in consultation with the respective Committee Chairperson. the role and composition of these Committees, including the number of meetings held during the financial year and the related attendance are provided below. 1) audit Committee the Company 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 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. zz Reviewing, with the management, the annual financial statements and the audit report before submission to the 98 board for approval, with particular reference to: 1. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of sub- section (5) of Section 134 of the Companies Act, 2013 2. Changes, if any, in accounting policies and practices and reasons for the same 3. Major accounting entries involving estimates based on the exercise of judgment by management 4. Significant adjustments made in the financial statements arising out of audit findings 5. Compliance with listing and other legal requirements relating to financial statements 6. Disclosure of any related party transactions 7. Qualifications in the draft audit report. Reviewing, with the management, the quarterly financial statements before submission to the board for approval. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter, if any. zz zz zz Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems. zz zz zz zz zz zz zz zz zz zz zz Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit. Discussion with internal auditors about any significant findings and follow up there on. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors. to review the functioning of the Whistle Blower mechanism. Approval of appointment of CFo (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. the recommendation for appointment, remuneration and terms of appointment of cost auditors of the Company. Review and monitor the auditor’s independence and performance, and effectiveness of audit process. Review the management discussion and analysis of financial condition and results of operations. Approval or any subsequent modification of transactions of the Company with related parties. zz zz zz 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. 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 2020, the Audit Committee comprised of four Independent Directors. iii) Meetings: During the year ended 31st March 2020, 8 meetings of the Audit Committee were held on18th April 2019, 9th May 2019, 22nd July 2019, 21st August 2019, 22nd october 2019, 27th November, 2019, 21st January 2020 and 28th February 2020. 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 held during the year Mr. M. M. Chitale Chairman Mr. M. Damodaran Member Mr. Sanjeev Aga Member Mr. Narayanan Kumar Member 8 8 8 8 8 5 7 8 Meetings held during the year are expressed as number of meetings eligible to attend. 99 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 , 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 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); Administration of employee Stock option Scheme (eSoS); Recommend to the Board, all remuneration, in whatever form, payable to senior management. 100 ii) Composition: As at 31st March 2020, the Committee comprised of 3 Independent Directors and the Group Chairman. iii) Meetings: During the year ended 31st March 2020, 4 meetings of the Nomination & Remuneration Committee were held on 10th May 2019, 23rd July 2019, 23rd october 2019 and 22nd January 2020. 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 held during the year 4 4 4 4 4 4 4 4 Meetings held during the year are expressed as number of meetings eligible to attend. * ceased to be a member w.e.f. 2nd April 2020 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 provisions 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 component), based on recommendation of the NRC, approval of the Board and the shareholders. the commission payable is 101 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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, Nomination and Remuneration Committee and Risk Management 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 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 qualitative/ subjective criteria’s with respect to the structure, culture, Board processes and selection, effectiveness of the Board and Committees, strategic decision making, functioning of the Board and Committees, Committee composition, information availability, remuneration framework, familiarization program, succession planning, adequate participation, 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 77 of the Board Report. vi) Training & Succession Planning: the Company has institutionalized Leadership Development through a Seven Step leadership pipeline for development of a robust stage-wise leadership by a structured process of talent management. the thrust is on facilitating the transformation of managers into leaders, leaders into ‘corporate entrepreneurs (intrapreneurs)’ and to create a large pool of leaders who can envision, inspire, and successfully deploy global growth strategies thus creating a result-oriented culture of multiplying value. each step of this Leadership pipeline development process has been meticulously customized to equip managers at various levels, with the required knowledge, skill & mind-set to transition seamlessly to the next level of leadership and global entrepreneurship. In this effort, the Company has partnered with globally renowned senior faculty and premier institutes like Harvard Business School, INSeAD, IIM Ahmedabad, and Stephen 102 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 2020: (a) Executive directors: the details of remuneration paid / payable to the executive Directors for FY 2019-20 is as follows: v crore Total Retirement Benefits Commission Names Salary Perquisites Perquisites related to ESOP* 12.175 0.272 - 9.008 5.885 0.180 1.830 2.592 3.132 2.083 0.180 1.710 3.229 13.207 27.179 Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra N. Roy 4.469 Mr. D. K. Sen 5.779 Mr. M. V. Satish Mr. J. D. Patil 5.086 *Represents 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. 0.180 0.225 0.180 1.350 1.350 1.140 0.912 1.181 1.043 2.027 3.023 2.723 1.373 3.374 6.637 - - - zz zz zz zz Notice period for termination of appointment of Chief executive officer & Managing Director and other Whole-time Directors is six months on either side. 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. Subrahmanyam has also been vested 40,000 stock options in Larsen & toubro Infotech Limited and L&t technology Services Limited each and he has 103 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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. zz Considering the impact of Covid- 19 on the business, the executive Directors have taken a voluntary reduction of 50% on the entitled commission. (b) Non-Executive directors: the details of remuneration paid / payable to the Non-executive Directors for the year 2019-20 is as follows: Names Commission Others^ v crore Total Sitting Fees for Board Meeting 0.040 Sitting Fees for Committee Meeting 0.020 – – – – – – – 3.100 0.050 0.050 0.030 0.392 0.315 0.020 0.004 0.020 0.240 0.050 0.050 3.022 0.020 0.025 0.047 0.180 0.058 0.433 0.050 0.014 Mr. A. M. Naik 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 Mr. Sanjeev Aga Mr. Narayanan Kumar Mr. Arvind Gupta @ Mr. Hemant Bhargava Notes: ^ Others include pension of R 3 crore and perquisite 0.191 # 0.023 # 0.145 # 0.014 0.237 0.020 0.050 0.145 0.273 0.198 0.274 0.050 0.040 0.020 0.050 0.050 0.040 0.050 0.035 – – – – – – – – – – – – – – – 6.182 0.489 0.503 0.235 0.294 0.385 0.078 0.255 0.344 0.337 – 0.195 0.322 0.278 0.195 0.043 value of medical R 0.022 crore * ceased to be a Director w.e.f. 8th September 2019 @ resigned as a Director w.e.f. 26th March 2020 pursuant to withdrawal of nomination by SUUTI & ceased to be a Director w.e.f. 2nd April 2020 $ ceased to be a Director w.e.f. 29th May 2020 # Payable to respective Institutions they represent. 104 Details of shares and convertible instruments held by the Non-executive Directors as on 31st March 2020 are as follows: Names No. of Shares held Mr. A. M. Naik Mr. M. M. Chitale Mr. Subodh Bhargava Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Adil Zainulbhai Mr. Sanjeev Aga Mr. Thomas Mathew T. Mr. Subramanian Sarma Mr. Narayanan Kumar Mrs. Sunita Sharma * Mr. Ajay Shankar Ms. Naina Lal Kidwai Mr. Hemant Bhargava * Mr. Hemant Bhargava 4,24,958 2,443 1,125 225 1,327 150 4,500 150 94,650 1,500 100 150 150 100 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 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. zz 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 2020 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 2020, 4 meetings of the Stakeholders’ Relationship Committee were held on 10th May 2019, 28th June 2019, 23rd october 2019 and 22nd January 2020. the attendance of Members at the Meetings was as follows- Name Status No. of Meetings Attended No. of meetings held during the year Mrs. Sunita Sharma Chairperson Mr. Ajay Shankar $ Mr. Shailendra Roy Member Member 4 4 4 4 4 4 Meetings held during the year are expressed as number of meetings eligible to attend. $ - ceased as a Member w.e.f. 29th May 2020 Mr. N. Hariharan, Company Secretary was the Compliance officer till 1st January 2020. Mr. Sivaram Nair A, Company Secretary is the Compliance officer with effect from 2nd January 2020. 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 16 97 112 1 500 12006 12495 11 164 2325 2489 0 4 Demat / Remat 132 1914 2042 * Investor complaints / queries shown outstanding as on 31st March 2020 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 14 meetings during the year and approved the transfer of shares lodged with the Company. 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, have not been processed by the Company unless the securities were held in the dematerialized form with a depository. 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 105 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 (c) monitor the Corporate Social Responsibility policy of the Company from time to time. ii) Composition: As on 31st March 2020, the CSR Committee comprised of 1 Independent Director and 2 executive Directors. iii) Meetings: During the year ended 31st March 2020, 3 meetings of the CSR Committee were held on 9th August 2019, 11th December 2019 and 11th March 2020. the attendance of Members at the Meetings was as follows- Name Status No. of Meetings Attended No. of meetings held during the year Mr. Vikram Singh Mehta # Chairman Mr. M. M. Chitale * Chairman Mr. R. Shankar Raman Member Mr. D. K. Sen Member 1 2 3 3 1 2 2 2 Meetings held during the year are expressed as number of meetings eligible to attend. # ceased to be a member w.e.f. 11th December 2019 * appointed as Chairman w.e.f. 11th December 2019 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 their most pressing needs and the social interventions for community development have been specifically aligned. 106 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). 102 Village Development Committees (VDCs) and Farmers Groups have been formed across locations, with participation from women. A quarterly review of the ICD projects is done with the village panchayats and local authorities. Access to cleaner water, hygienic surroundings, better health, education and new skills, has altered the lives of around 0.77 million individuals through our CSR programs in 2019-20. 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 126 to 131 of this Annual Report. 5) risk Management Committee: the Company has re-constituted the Risk Management Committee on 22nd January 2020 and renamed it as ‘Board Risk Management Committee (BRMC)’. the erstwhile Apex Risk Management Committee continues to exist and reviews the operational risks including client quality, manpower availability, logistics and other aspects which impact the Company and the Group. i) Terms of reference: the terms of reference of the Board 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, financial, geographical, political and reputational issues, environment, Social and Governance (eSG) risks, etc. zz evaluate risks related to cyber security. ii) Composition: As on 31st March 2020, the Board Risk Management Committee comprised of 2 Independent Directors and 1 Non-executive Director. iii) Meetings: During the year ended 31st March 2020, 6 meetings of the Apex Risk Management Committee were held on 16th May 2019 (two meetings), 27th May 2019, 25th July 2019 and 25th october 2019 (two meetings). the attendance of Members at the Meetings was as follows- Name Status Mr. S. N. Subrahmanyan Chairman Mr. R. Shankar Raman Member Mr. Subramanian Sarma Member No. of meetings held during the year 6 6 6 No. of Meetings Attended 6 5 4 Meetings held during the year are expressed as number of meetings eligible to attend. Note : The Board Risk Management Committee comprising of Mr. Adil Zainulbhai, Sanjeev Aga and Mr. Subramanian Sarma as Members was constituted on January 22, 2020. Mr. Adil Zainulbhai is the Chairman of the Committee. No meetings were held in FY 2020. 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 wherever 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). 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. the Directors get an opportunity to interact with senior managers during the course of these presentations. 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. 107 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Some of the Independent Directors are members of the IC Board. they share the learnings from these meetings with the remaining Non- executive Directors / Independent Directors formally and informally. Such interactions also happen when these Directors meet senior management in IC meetings and informal gatherings. As part of the appointment letter issued to Independent Directors, the Company has stated that it will facilitate attending seminars/ programs/conferences designed to train directors to enhance their role as an Independent Director. this information is also available on the website of the Company http://investors.larsentoubro. com/Listing-Compliance.aspx. b) risk Management Framework: please refer to page 75 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 five members viz. Chief Financial officer, Company Secretary, Head-Corporate HR, Chief Internal Auditor and a senior executive. 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 acts of unacceptable behaviour inconsistent with the Company’s Code of Conduct having an adverse effect on the Company’s financials / image and instances of sharing of unpublished price sensitive information. An employee can report any such conduct 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 pages 78 and 79 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 108 to the Audit Committee. The Audit Committee reviews the same before recommending to the Board and shareholders for approval. The above process was followed by the Company while re-appointing M/s Deloitte Haskins & Sells LLP (‘DHS’) as the Auditors of the Company for second and final term of five years in 2020. 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 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 2019-20, 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 12.91 crore. Also refer to page 79 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: 5th June, 2020 Place: Mumbai f) General Body Meetings: The last three Annual General Meetings of the Company were held as under: Date Financial Year 2018-2019 1st August, 2019 2017-2018 23rd August 2018 2016-2017 22nd August 2017 Venue Time Birla Matushri Sabhagar Birla Matushri Sabhagar St. Andrews Auditorium 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 1st August 2019: zz zz zz To re-appoint Mr. M. M. Chitale as an Independent Director of the Company for a five year term upto March 31, 2024. To re-appoint Mr. M. Damodaran as an Independent Director of the Company for a five year term upto March 31, 2024. To re-appoint Mr. Vikram Singh Mehta as an Independent Director of the Company for a five year term upto March 31, 2024. 109 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 zz zz zz to re-appoint Mr. Adil Zainulbhai as an Independent Director of the Company for a five year term upto May 28, 2024. to amend the object clause of the Memorandum of Association of the Company 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. 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 zz to re-appoint Mr. Subodh Bhargava as an Independent Director of the Company for a five year term upto 29th March 2022. to approve raising of capital through QIp’s by issue of shares / convertible debentures / securities upto an amount of USD 600 million or R 4,000 crore. zz to approve raising of finances through issue of debentures upto R 6000 crore. 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) resolution(s) passed through Postal Ballot: No postal ballot was conducted during the financial year 2019-20. there is no immediate proposal for passing any resolution through postal ballot. 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 47 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 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 331 to 334 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. 110 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 pages 77 and 78 of this Annual Report. i) Means of communication: Annual Report and Annual General Meeting Financial Results and other Communications News Releases Website Filing with Stock exchanges 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. 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/ Kfintech. this year, due to CoVID pandemic, the Company will be conducting the Annual General Meeting through Audio Visual Means, as permitted by Ministry of Corporate Affairs and SeBI. the Annual Report is sent to all members who have registered their email ids with the Company. the Company suitably responds to the queries, if any, raised by the shareholders. Investor complaints are processed at SeBI in a centralized web-based complaints redress system. the salient features of this system are centralised database of all complaints, online upload of Action taken Reports (AtRs) by concerned companies and online viewing by investors of actions taken on the complaints and their current status. this forms a part of the Annual Report which is mailed to the shareholders of the Company. 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. SeBI Complaints Redress System (SCoReS): Management Discussion & Analysis presentations made to Institutional Investors and Analysts 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 111 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 2011-12. the details are given in the Board Report. please refer to page 72 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. Mr. Sivaram Nair A., has been appointed as the Nodal officer of the Company. I. GENEraL SHarEHoLdErS’ INForMa TIoN a) annual General Meeting: the Annual General Meeting of the Company has been convened on thursday, 13th August 2020 through Video Conferencing (“VC”) / other Audio Visual Means (“oAVM”) pursuant to the MCA Circular dated May 5, 2020 at 3.30 p.m. b) Financial calendar: 1. 2. Annual Results of 2019-20 E-Mailing of Annual Reports 3. First Quarter Results 5th June 2020 fourth week of July 2020 During the fourth week of July 2020 * 4. Annual General Meeting Thursday, 13th August 2020 5. Payment of Dividend 17th August 2020 112 6. Second Quarter results 7. Third Quarter results During third week of October 2020 * During third week of January 2021 * * Tentative c) Book Closure: the dates of Book Closure are from 7th day of August 2020 to 13th day of August 2020 (both days inclusive) to determine the members entitled to the dividend for financial year 2019-2020. 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 2020-21 to BSe in May 2020. the Fees to Luxembourg Stock exchange has been paid in March, 2020. the Company is in the process of payment of Listing fees to NSe. Fees to London Stock exchange will be paid on receipt of the bill. f) Custodial Fees to depositories: the Company has made payment of custodial fees for the year 2020-21 to National Securities Depository Limited (NSDL). the fees to Central Depository Services (India) Limited (CDSL) shall be paid on the receipt of their invoice. g) Stock Code / Symbol: the Company’s equity shares / GDRs are listed on the following Stock exchanges and admitted for trading in London Stock exchange: BSE Limited (BSE) National Stock Exchange of India Limited (NSE) ISIN Reuters RIC Luxembourg Exchange Stock Code London Exchange Stock Code : Scrip Code - 500510 : Scrip Code - LT INE018A01030 : : LART.BO : 005428157 : LTOD the Company’s shares constitute a part of BSe 30 Index of the BSe Limited as well as NIFtY Index of the National Stock exchange of India Limited. h) Stock market data for the year 2019-20: Month L&T BSE Price (v) BSE SENSEX 2019 April May June July High Low Month Close High Low Month Close 1427.00 1337.30 1347.75 39487.45 39083.16 39031.55 1606.70 1284.90 1557.95 40124.96 39500.56 39714.20 1584.70 1495.00 1553.05 40312.07 40031.05 39394.64 1591.60 1361.20 1387.15 40032.41 39858.33 37481.12 August 1399.00 1274.10 1328.10 37807.55 37449.69 37332.79 September 1554.05 1289.10 1476.60 39441.12 38913.06 38667.33 October 1495.95 1382.00 1473.40 40392.22 40054.89 40129.05 November 1481.00 1315.05 1330.60 41163.79 40996.08 40793.81 December 1342.40 1255.60 1298.95 41809.96 41636.11 41253.74 2020 January 1376.35 1283.60 1369.10 42273.87 41850.29 40723.49 February 1383.85 1162.35 1183.00 41709.30 41338.31 38297.29 March 1211.50 661.05 806.85 39083.17 38386.68 29468.49 ) 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 19 May 19 Jun 19 Jul 19 Oct 19 Sep 19 Nov Aug 19 19 Daily Closing Price Dec 19 Jan 20 Feb 20 Mar 20 45000 42500 40000 37500 35000 32500 X E S N E S E S B 30000 27500 25000 Month L&T NSE Price (v) NIFTY High 2019 1426.95 April 1607.00 May 1585.00 June 1591.65 July August 1399.40 September 1551.00 Low Month Close Low High Month Close 1348.55 11856.15 11549.10 11748.15 1557.55 12041.15 11108.30 11922.80 1553.20 12103.05 11625.10 11788.85 1387.30 11981.75 10999.40 11118.00 1328.25 11181.45 10637.15 11023.25 1474.25 11694.85 10670.25 11474.45 1336.60 1285.30 1495.25 1360.50 1274.00 1289.10 Month L&T NSE Price (v) NIFTY High 2019 October 1496.45 November 1481.05 1342.90 December 2020 January February March 1377.00 1383.70 1212.35 Low Month Close Low High Month Close 1473.05 11945.00 11090.15 11877.45 1330.55 12158.80 11802.65 12056.05 1298.20 12293.90 11832.30 12168.45 1381.05 1314.15 1255.00 1283.35 1162.00 661.00 1369.30 12430.50 11929.60 11962.10 1187.55 12246.70 11175.05 11201.75 8281.10 808.50 11433.00 7511.10 ) V ( E S N - T & L 2000 1900 1800 1700 1600 1500 1400 1300 1200 1100 1000 900 800 700 600 Stock Performance L&T NSE (v) NSE NIFTY Apr 19 May 19 Jun 19 Jul 19 Oct 19 Sep 19 Nov Aug 19 19 Daily Closing Price Dec 19 Jan 20 Feb 20 Mar 20 13000 12400 11800 11200 10600 10000 9400 8800 8200 7600 7000 Y T F I N E S N i) registrar and Share Transfer agents (rTa): KFin technologies private Limited. (previously known as Karvy Fintech pvt. Ltd) Unit: Larsen & toubro Limited Karvy Selenium tower B, plot number 31 & 32 Financial District Gachibowli, Nanakramguda, Hyderabad, telangana - 500 032. j) Share Transfer System: 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. physical shares received for dematerialization are processed and completed within a period of 21 days from the date of receipt. As required under Regulation 40 of the SeBI LoDR Regulations, a certificate on half yearly basis confirming due compliance of 113 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 2020: No. of Shares upto 500 501 - 1000 1001 - 2000 2001 - 3000 3001 - 4000 4001 - 5000 5001 - 10000 10001 and above TOTAL Shareholders Number 1151553 49109 27503 9223 3894 2600 4162 3525 % 92.01 3.92 2.20 0.74 0.31 0.21 0.33 0.28 Shareholding Number 93052806 35956148 38286378 22478536 13468576 11685610 28911529 1160052439 % 6.63 2.56 2.73 1.60 0.96 0.83 2.06 82.63 1251569 100.00 1403892022 100.00 l) Categories of Shareholders is as under: Category 31.03.2020 31.03.2019 No. of Shares % No. of Shares % Financial Institutions 25,73,31,891 18.33 30,15,15,029 21.49 Foreign Institutional Investors 23,43,64,607 16.69 26,22,44,271 18.70 Shares underlying GDRs 1,72,96,884 1.23 2,28,26,592 1.63 Mutual Funds 26,60,38,659 18.95 22,89,29,940 16.32 Bodies Corporate 9,62,45,948 Directors & Relatives 15,62,000 6.86 0.11 9,01,82,021 15,76,870 6.43 0.11 L&T Employees Trust 18,55,24,682 13.22 17,21,28,421 12.27 General Public 34,55,27,351 24.61 32,33,26,241 23.05 TOTAL 140,38,92,022 100.00 140,27,29,385 100.00 Categories of Shareholders as on March 31, 2020 General Public 24.61% L&T Employees Trust 13.22% Directors & Relatives 0.11% Bodies Corporate 6.86% Mutual Funds 18.95% Financial Institutions 18.33% Foreign Institutional Investors 16.69% Shares underlying GDRs 1.23% 114 m) dematerialization of shares & Liquidity: the Company’s Shares are required to be compulsorily traded in the Stock exchanges in dematerialized form. the number of shares held in dematerialized and physical mode as on 31st March, 2020 is as under: No. of shares Held in dematerialized form in NSDL Held in dematerialized form in CDSL Physical Total 131,81,07,545 6,71,89,195 1,85,95,282 140,38,92,022 % of total capital issued 93.89 4.79 1.32 100.00 Shares held in demat / Physical Form as on March 31, 2020 CDSL 6,71,89,195 4.79% Physical 1,85,95,282 1.32% NSDL 131,81,07,545 93.89% 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 details of Foreign Currency Convertible Bonds is as follows: (i) (ii) 0.675% USD 200 million Foreign Currency Convertible Bonds due 2020 Principal Value of the Bonds issued Principal Value of Bonds converted to GDRs during the year Principal Value of the Bonds Repaid during the year Principal Value of Bonds outstanding as at 31st March 2020 USD 200 million USD 7.97 million USD 192.03 million Nil (iii) (iv) 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 and / or BSe Limited. of offices in India and around the globe. See pages 12 and 13 of this Annual Report. p) Listing of Commercial Paper: t) address for correspondence: the Commercial papers issued by the Company are listed on BSe Limited. q) debenture Trustees (for privately placed debentures): Larsen & toubro Limited, L&t House, Ballard estate, Mumbai 400 001. tel. No. (022) 6752 5656, Fax No. (022) 6752 5893 IDBI trusteeship Services Limited Ground Floor, Asian Building 17, R. Kamani Marg Ballard estate Mumbai – 400 001 r) Credit rating: the Company has obtained rating from CRISIL Limited and ICRA Limited during the financial year 2019-20. there has been no revision in credit ratings during the financial year 2019-20. 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+’ s) 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, Vadodara and Visakhapatnam. L&t’s international manufacturing footprint covers the Gulf (oman, Saudi Arabia, UAe, Kuwait), South east Asia (Malaysia and Indonesia) and the U.K. the L&t Group also has an extensive network Shareholder correspondence may be directed to the Company’s Registrar and Share transfer Agent, whose address is given below: 1. KFin technologies private Limited 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@kfintech.com Website: www.kfintech.com 2. KFin technologies private Limited 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 u) Investor Grievances: the Company has designated an exclusive e-mail id viz. IGRC@LARSeNtoUBRo.CoM to enable investors to register their complaints, if any. v) 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 based on 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 115 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 acting 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 which are effective from 1st April 2019. Mr. N. Hariharan, Company Secretary was the Compliance officer till 1st January 2020. Mr. Sivaram Nair A, Company Secretary has been designated as the Compliance officer from 2nd January 2020. the Company has appointed Mr. Arnob Mondal, Vice president (Corporate Accounts & Investor Relations), as Chief Investor Relations officer. the Company also formulated Code of practices and procedures for Fair Disclosure of Unpublished price Sensitive Information which is available on Company’s Website http://investors. larsentoubro.com/Listing-Compliance.aspx. w) 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 For external stakeholders - Stakeholder engagement sessions, client satisfaction surveys, shareholder satisfaction assessment, 116 zz 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. x) 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 has 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. Secretaries and shall submit the same to the Stock exchanges within the prescribed timelines. y) ISo 9001:2015 Certification: bb) Statutory Compliance System: the Company’s Secretarial Department which provides secretarial services and investor services for the Company and its Subsidiaries and Associate Companies is ISo 9001:2015 certified. z) 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 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. aa) 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 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. cc) 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. 117 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 the Company has four 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 (137 subsidiaries) is as per Companies Act 2013 & SeBI LoDR Regulations. the Board Report and its annexures of these listed companies contains various disclosures dealing with subsidiary companies. Most 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 four listed entities have their own teams to carry out these functions. the Company has a multi –tier governance system, where major business divisions operate 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 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 unlisted 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 118 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. 119 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Independent auditor’s Certificate on Corporate Governance To THE MEMBErS oF LarSEN & ToUBro LIMITEd INdEPENdENT aUdITor’S CEr TIFICaTE oN CorPoraTE GoVErNaNCE 1. this certificate is issued in accordance with the terms of our engagement letter dated September 26, 2019. 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, 2020, 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, as amended from time to time (the “Listing Regulations”). 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, 2020. 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. For dELoITTE HaSKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/ W-100018) Sanjiv V. Pilgaonkar partner (Membership No. 039826) UDIN: 20039826AAAADG5355 Mumbai, June 05, 2020 120 Independent auditor’s Certificate in respect of the implementation of Employee Stock option Schemes of the Company To THE MEMBErS oF LarSEN & ToUBro LIMITEd INdEPENdENT aUdITor’S CEr TIFICaTE 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 26, 2019. 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, 2020, that the employee Stock option Schemes, L&t Limited eSop Scheme -2003 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, 2020, 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. 121 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 give 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, 2020. 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) UDIN: 20039826AAAADH7874 Mumbai, June 5, 2020 122 CErTIFICaTE oF NoN-dISQUaLIFICaTIoN oF dIrECTorS [pursuant to Regulation 34(3) and Schedule V para C Clause (10) (i) of Securities and exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015] to, The Members of Larsen & Toubro Limited L & t House, Ballard estate, Mumbai 400001. 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 & 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 and Financial Year 2020-21 and relevant registers, records, forms and returns maintained by the Company and as made available to us for the purpose of issuing this Certificate in accordance with Regulation 34(3) read with Schedule V para C Clause 10(i) of SeBI (LoDR) Regulations, 2015. 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. ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. our responsibility is to express an opinion based on our verification. Based on our examination as aforesaid and such other verifications carried out by us as deemed necessary and adequate (including Directors Identification Number (DIN) status at the portal www.mca.gov.in), 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 hereby certify that during the Financial Year ended 31st March 2020, 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 Companies by Securities and exchange Board of India/ Ministry of Corporate Affairs or any such statutory authority. Name of director Sr. No. 01 Mr. Anilkumar Manibhai Naik 02 Mr. Mukund Manohar Chitale 03 Mr. Subodh Kumar Bhargava 04 Mr. Sekharipuram Narayanan Subrahmanyan 05 Mr. Ramamurthi Shankar Raman 06 Mr. Shailendra Narain Roy 07 Mr. Meleveetil Damodaran 08 Mr. Vikram Singh Mehta director Identification Number (dIN) date of appointment date of Cessation 00001514 00101004 00035672 02255382 00019798 02144836 02106990 00041197 23-11-1989 06-07-2004 03-07-2007 01-07-2011 01-10-2011 09-03-2012 22-10-2012 22-10-2012 – – – – – – – – 123 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Name of director Sr. No. 09 Mr. Adil Siraj Zainulbhai 10 Mr. Akhilesh Krishna Gupta 11 Mrs. Sunita Sharma 12 Mr. thomas Mathew t. 13 Mr. Ajay Shankar 14 Mr. Subramanian Sarma 15 Mr. Dip Kishore Sen 16 Mr. M. V. Satish 17 Mrs. Naina Lal Kidwai 18 Mr. Sanjeev Aga 19 Mr. N. Kumar 20 Mr. Jayant Damodar patil 21 Mr. Arvind Gupta 22 Mr. Hemant Bhargava director Identification Number (dIN) date of appointment date of Cessation 06646490 00359325 02949529 00130282 01800443 00554221 03554707 06393156 00017806 00022065 00007848 01252184 00090360 01922717 30-05-2014 09-09-2014 01-04-2015 03-04-2015 30-05-2015 19-08-2015 01-10-2015 29-01-2016 01-03-2016 25-05-2016 27-05-2016 01-07-2017 01-07-2017 28-05-2018 – 08/09/2019 – 02/04/2020 – – – – – – – – 26/03/2020 – this Certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. this Certificate has been issued at the request of the Company to make disclosure in its Corporate Governance Report for the Financial Year ended 31st March, 2020. For S. N. aNaNTHaSUBraMaNIaN & Co. Company Secretaries ICSI Unique Code p1991MH040400 peer Review Cert. No. 606/2019 S. N. ananthasubramanian partner FCS : 4206 Cop No. : 1774 ICSI UDIN : F004206B000257591 thane, 19 May, 2020 124 To the Board of directors of Larsen & Toubro Limited Dear Sirs, Sub: CEo / CFo Certificate [Issued in accordance with provisions of regulation 17(8) of SEBI (Listing obligations and disclosure requirements), regulations, 2015] We have reviewed the consolidated financial statements, read with the consolidated cash flow statement of Larsen & toubro Limited for the year ended March 31, 2020 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 period which are fraudulent, illegal or in violation of the Company’s code of conduct. (c) We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies. (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 the change in accounting policy on leases pursuant to Ind AS 116; and (iii) that there were no instances of significant fraud of which we have become aware. Yours sincerely, r. Shankar raman Whole-time Director & Chief Financial officer DIN: 00019798 S. N. Subrahmanyan Chief executive officer & Managing Director DIN: 02255382 Date: June 5, 2020 125 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 annexure ‘C’ to the Board report CSr aCTIVITIES For 2019-20 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. the Company strives to contribute positively to improve their standard of living; through our interventions in water & sanitation, heath, education and skill development. the Company’s CSR policy framework details the mechanisms for undertaking various programmes in accordance with Section 135 of the Companies Act, 2013 (the Act) for the benefit of the community. the Company will primarily focus on ‘Building India’s Social Infrastructure’ as part of its CSR programme which will include, amongst others, the following areas, viz. zz Water & Sanitation – includes but not limited to watershed development -access to water, promoting rain water harvesting, soil and moisture conservation, enhancing ground water levels by facilitating setting up of community based institutions such as village development committees , Self-help groups, farmer groups and community management of water resources for improving conditions related to sanitation, health, education and livelihoods of communities through an integrated approach . zz education - includes but not limited to education infrastructure support to educational Institutions, educational programs & nurturing talent at various levels. promoting learning enhancement amongst children, both in schools and in communities through interventions in pre-school education, innovative teaching methodology and training teachers in formal schools, providing 126 interesting “teaching learning material”, with special focus on Science, technology engineering and Maths (SteM) subjects. this is achieved through support to Balwadi’s and Anganwadis strengthening the in school interventions, providing after school study classes in the community and creating platforms to spark the curiosity of children through science fairs, visits and competitions. Health - includes but not limited to community health centres, mobile medical vans, dialysis centres, general and specialized health camps and outreach programs, support to HIV / AIDS, tuberculosis control programs. Skill Development - includes but not limited to vocational training such as skill building, computer training, women empowerment, support to ItI’s, support to specially abled (infrastructure support & vocational training), Construction Skills training Centres and providing employability skills to women and youth. zz zz 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. M. M. Chitale Chairman 2. Mr. R. Shankar Raman Member 3. Mr D. K. Sen Member Mr. Sivaram Nair A acts as the Secretary of the Committee. 3. average net profit of the Company for the last three financial years. 6. reasons for not spending the amount during the financial year. the average net profit of the Company for the last three financial years is R 7,239.43 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 144.79 Cr. as CSR expenditure during the financial year 2019-20. 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 144.79 Cr during the financial year 2019-20. As against this mandate, the Company spent R 145.29 Cr towards various activities for the benefit of the community. this exceeds the required spend by R 0.50 Cr. the CSR spend for FY 2019-20 is 2.01% of net profit. 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 NA 7. CSr Committee responsibility Statement: the CSR Committee hereby affirms that: zz zz 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 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 M. M. Chitale Chief executive officer & Managing Director DIN: 02255382 Chairman – CSR Committee DIN: 00101004 127 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 Education Chandigarh, Gujarat (Vadodara, Ahmedabad, Hazira, Ranoli), Jharkhand (Jamshedpur), Karnataka (Mysuru, Bengaluru), Maharashtra (Mumbai, Ahmednagar, Nagpur), New Delhi, Odisha (Rayagada, Kansbahal, Bhubaneswar), Tamil Nadu (Chennai, Coimbatore), West Bengal (Kolkata) Amount outlay (budget) project or programe wise (R In Lakh) 924.248 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 869.468 41.474 910.942 Implementing agency 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) 128 Education Karnataka (Bengaluru, Mysuru), Maharashtra (Mumbai, Navi Mumbai, Pune), New Delhi, Odisha (Rayagada), Tamil Nadu (Chennai) 268.969 255.800 12.202 268.002 Implementing agency 1,853.622 1,703.935 81.278 1,785.212 Direct Education Andhra Pradesh(Vizag, Mangalagiri, Vijayawada, Nellore, Anantapur), Bihar (Buxar, Bettiah, Patna, Bihar Sharif, Madhubani, Supaul), Gujarat (Vadodara, Hazira, Ranoli, Ahmedabad, Dhandhusar, Mahesana), Haryana (Faridabad, Mewat, Bhiwani), Jharkhand (Ranchi, Hazaribagh), Karnataka (Mysuru, Bengaluru, Bellary, Bagalkot, Koppala, Haveri), Kerala (Thiruvananthapuram), Madhya Pradesh (Bhopal, Indore, Khandwa, Alirajpur, Seoni, Tikamgarh, Rajgarh, Satna, Chhatarpur, Dewas, Sehore), Maharashtra (Aurangabad, Ahmednagar, Dolvi, Nagpur, Latur, Pue, Tanda, Talegaon ), Meghalaya (Shilong), Odisha (Rayagada, Daripali, Cuttack, Brhampura, Nuapada, Jashipur, Mayurbanj, Kalahandi, Kendrapada, Ganjam), Puducherry, Punjab (Moga, Mohali), Rajasthan (Jaipur, Jhunjhunu, Ganganagar, Nagaur, Taranagar, Dungarpur, Pali, Alwar, Karauli, Kushalgarh, Udaipur),Sikkim (Penlong), Tamil Nadu (Kancheepuram, Coimbatore, Chennai, Kottaram), Telangana (Hyderabad, Warangal), Uttar Pradesh (Tanda, Varanasi, Gorakhpur, Bulandshahr), Uttarakhand (Singoli), West Bengal (Kolkata, North 24 Parganas, Minakhan, Indpur, Taltangara, Bankura), 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 4 5 6 7 8 9 10 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) Science Technology Enginering & Maths 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 Camps (general, eye, dental, vaccinations) and health awareness Amount outlay (budget) project or programe wise (R In Lakh) 236.964 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 226.070 10.784 236.854 Implementing agency 264.628 236.521 11.282 247.803 Direct Education Gujarat (Chonda), West Bengal (Kolkata), Telangana (Hyderabad) Education Andhra Pradesh (Vizag), Assam (Guwahati), Bihar (Madhepura, Patna), Chandigarh, Gujarat (Vadodara, Ahmedabad, Hazira, Ranoli), Haryana (Faridabad), Karnataka (Bengaluru), Kerala (Kochi), Maharashtra (Mahape, Nagpur), New Delhi, Odisha (Rayagada), Puducherry, Rajasthan (Jaipur), Tamil Nadu (Coimbatore) Education Gujarat (Hazira, Ranoli) 14.751 14.068 0.671 14.739 Direct Education Gujarat (Vadodara, Hazira), Haryana (Faridabad), Maharashtra (Mumbai), Puducherry, Rajasthan (Jaipur), Tamil Nadu (Chennai, Vayalur) Health Maharashtra (Mumbai, Thane, Ahmednagar) 421.991 402.907 19.219 422.126 Implementing agency 648.754 545.711 26.030 571.741 Direct 75.070 70.109 3.344 73.453 Direct 172.819 160.019 7.633 167.652 Implementing agency Health Health Andhra Pradesh (Vizag), Gujarat (Hazira, Ranoli), Haryana (Faridabad), Odisha (Rayagada), Telangana (Ranga Reddy) Andhra Pradesh (Vizag), Bihar(Bettiah), Chandigarh, Chhattisgarh (Raipur), Gujarat (Ranoli, Hazira), Kerala (Kunnur), Maharashtra (Mumbai, Nagpur), Odisha (Bhubaneswar, Berhampur, Keonjhar, Cuttack, Kendrapada, Boudh, Naupada), Rajasthan (Jaipur, Jodhpur), Tamil Nadu (Chennai), West Bengal (Kolkata) 129 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 11 Blood donation camps Health Andhra Pradesh (Vizag), Chhattisgarh (Raipur), Gujarat (Vadodara), Karnataka (Bengaluru), Kerela (Kochi), Madhya Pradesh (Bhopal), Maharashtra (Pune), New Delhi, Odisha (Bhuwaneshwar), Rajasthan (Jaipur), Tamil Nadu (Chennai, Coimbatore), Telangana (Hyderabad), Uttar Pradesh (Lucknow), West Bangal (Kolkata) Amount outlay (budget) project or programe wise (R In Lakh) 11.176 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 10.028 0.478 10.506 Implementing agency Health Maharashtra (Nagpur), Gujarat (Hazira), Tamil Nadu (Chennai) 117.159 83.906 4.002 87.908 Direct Health Tamil Nadu (Kancheepuram, Vellore) 1,101.500 1,052.757 50.217 1,102.973 Implementing agency 12 13 14 "Infrastructure support to medical centres " "Infrastructure support to medical centres " Construction Skill Training Institute - CSTI Skill Building 15 Vocational and Computer training for youth Skill Building 16 Vocational Training Skill Building Gujarat (Ahmedabad), Karnataka (Bengaluru), Maharashtra (Panvel), Odisha (Cuttack), Tamil Nadu (Kancheepuram), Telangana (Hyderabad, Jadcherla), Uttar Pradesh (Pilkhuwa), West Bengal (Kolkata) New Delhi, Telangana (Hyderabad), Gujarat (Hazira), Uttar Pradesh (Lucknow) Andhra Pradesh (Vizag), Madhya Pradesh (Bhopal, Malwa), Tamil Nadu (Kancheepuram, Pulicat), West Bengal (Kolkata), Gujarat (Vadodara, Hazira), Uttar Pradesh (Lucknow) 4,288.654 4,050.656 193.216 4,243.872 Direct 71.798 68.008 3.244 71.252 Direct 217.849 201.017 9.589 210.606 Direct Vocational Training Skill Building Maharashtra (Ahmednagar, Pune) 75.265 71.948 3.432 75.380 Implementing agency Women empowerment through vocational training Skill Building Skill building for differently abled (Neev) Skill Building Basic infrastructure support in the community (Water, Health, Sanitation, Solar lights, roads etc.) Community Development Odisha (Rayagada), Gujarat (Vadodara, Ahmedabad), Chandigarh, Madhya Pradesh (Bhopal), Rajasthan (Jaipur), West Bangal (kolkata) Andhra Pradesh (Vizag), Kerala (Kochi, Keezhmadu), Maharashtra (Pune, Nagpur, Jalgaon), Rajasthan (Jaipur), Telangana (Hyderabad), Tamil Nadu (Chennai), West Bengal (Kolkata) Andhra Pradesh (Vizag), Gujarat (Hazira, Tapi), Karnataka (Bengaluru), Madhya Pradesh (Indore), Maharashtra (Ahmednagar, Aurangabad, Bhiwandi, Pune, Mumbai), Pondicherry, Tamil Nadu (Chennai, Kancheepuram), Telangana (Medigadda, Hyderabad), West Bengal (Kolkata) 95.441 82.929 3.956 86.885 Direct 112.034 101.142 4.824 105.967 Implementing agency 470.008 418.125 19.945 438.070 Direct 17 18 19 20 130 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 Integrated Community Development Programme Development of gardens and maintenance of public spaces Water & Sanitation, Health, Education, Skill Building Environment Tree plantation and environment protection Environment Maharashtra (Pathardi, Devgaon, Nagzari), Rajasthan (Bhim, Kumbhalgarh, Sewantri), Tamil Nadu (Chetipalayam, Gudyatham, Pappampatti) Gujarat (Vadodara), Maharashtra (Mumbai, Nasik, Mahape, Ahmednagar, Talegaon), New Delhi Andhra Pradesh (Vizag), Gujarat (Hazira), Karnataka (Ballari, Bengaluru), Madhya Pradesh (Bhopal, Indore), Odisha (Rayagada, Jharsuguda, Mayurbhanj), Rajasthan (Jaipur), Tamil Nadu (Chennai), Uttar Pradesh (Ghaziabad) 21 22 23 24 Amount outlay (budget) project or programe wise (R In Lakh) 3,033.972 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 2,754.373 132.051 2,886.424 Implementing agency 164.477 153.552 7.324 160.876 Direct 123.978 117.336 5.597 122.933 Direct Awareness programmes - environment, energy conservation,road safety Environment Gujarat (Hazira) 95.519 91.309 4.355 95.665 Implementing agency 25 Employee Volunteering Employee volunteers Andhra Pradesh (Vizag), Gujarat (Hazira, Ranoli, Vadodara), Jharkhand (Jamshedpur), Karnataka (Mysuru), Maharashtra (Mumbai), New Delhi, Tamil Nadu (Chennai, Coimbatore) 150.214 125.366 5.980 131.346 Direct Total 15,010.858 13,867.061 662.126 14,529.188 131 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 2019-20, the percentage increase in remuneration of each director & Company Secretary during the financial year 2019-20 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) 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 & Smart technologies) M. M. Chitale Independent Director Subodh Bhargava Independent Director M. Damodaran Independent Director Vikram Singh Mehta Independent Director Adil Zainulbhai Independent Director Akhilesh Gupta @ Independent Director Sunita Sharma^ Nominee of Life Insurance Corporation of India thomas Mathew t. Independent Director Ajay Shankar Independent Director Subramanian Sarma Non- executive Director v crore 2019-20 Total remuneration ratio of remuneration of director to the median remuneration $ Percentage increase in remuneration 6.182 27.179 13.207 6.636 4.468 5.778 5.086 0.489 0.503 0.235 0.294 0.385 0.078 0.255 0.344 0.337 – 72.07 316.85 -24.19% -43.91% 153.97 -47.33% 77.37 -53.01% 52.09 -36.15% 67.37 -38.41% 59.29 -38.91% 5.70 5.86 2.74 3.43 4.49 0.40 2.97 4.01 3.93 – -3.46% -22.91% -51.93% -33.63% -19.03% * 675.08% -19.96% -11.66% – 132 Name of the director/ KMP designation Naina Lal Kidwai Independent Director Sanjeev Aga Independent Director Narayanan Kumar Independent Director Mr. Arvind Gupta ^ # Nominee of SUUtI Mr. Hemant Bhargava ^ Nominee of Life Insurance Corporation of India N. Hariharan ! Company Secretary Sivaram Nair A. % Company Secretary v crore 2019-20 Total remuneration ratio of remuneration of director to the median remuneration $ Percentage increase in remuneration 0.195 0.322 0.278 0.195 0.043 1.998 0.433 2.27 3.75 3.24 2.25 0.50 17.61 1.24 -25.43% -14.18% -29.89% * 17.49% * * $ 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 2019-20. ^ part of the remuneration has been paid to the financial institution he/she represents @ Ceased to be a Director w.e.f. 8th September 2019 * Details not given as the Director / KMp was there for part of the year # Ceased to be a Director w.e.f. 26th March 2020 ! Ceased to be Company Secretary w.e.f. 1st January 2020 % Appointed as Company Secretary w.e.f. 2nd January 2020 B. Percentage increase in the median remuneration of all employees in the financial year 2019-20: the median remuneration of employees of the Company during the financial year was R 8.57 lakh. In the financial year, there was an increase of 5.70% in the median remuneration of employees. C. Number of permanent employees on the rolls of Company as on 31st March 2020: there were 45,268 permanent employees on the rolls of Company as on 31st March 2020. 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 2019-20 was 4.70% whereas there is decline in the managerial remuneration by 42.21%. Reduction in Managerial remuneration is mainly due to cost reduction measures voluntarily adopted by executive Directors in the current pandemic scenario and reduced perquisite value. 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. 133 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 annexure ‘E’ to the Board report Form No. Mr-3 SECrETarIaL aUdIT rEPor T For THE FINaNCIaL YEar ENdEd 31 st MarCH, 2020 [pursuant to section 204(1) of the Companies Act, 2013 and Rule 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 2020, 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, 2020 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. Securities and exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 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; h. the Securities and exchange Board of India (Buyback of Securities) Regulations, 2018 - Not applicable as there was no reportable event during the financial year under review; i. the Securities and exchange Board of India (Listing obligations and Disclosure Requirements), Regulations, 2015; 134 vi. the Company has informed that there are no laws which are specifically applicable to the Company. 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) 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. We further report that:- zz zz the Board of Directors of the Company is duly constituted with proper balance of executive Directors, Non-executive Directors including Independent Directors and Women Directors. the changes in the composition of the Board of Directors which took place during the period under review were carried out in compliance with the provisions of the Act; Adequate notice is given to all Directors of the schedule of the Board and Committee Meetings 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; zz 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: the Company has zz zz completed acquisition and control of Mindtree Limited (“Mindtree”), a listed Company by acquiring 61.08% of its paid-up share capital; issued 59,000 Non- Convertible Debentures of R 10 Lac each aggregating to R 5900 Crore (Rupees Five thousand Nine Hundred Crore only) zz the members at the Annual General Meeting held on 1st August 2019, passed Special Resolutions : zz zz to amend the object Clause of the Memorandum of Association of the Company to specifically authorise manufacture and supply of defence equipment as required by the authorities. to authorise the Board of Directors to raise funds through issuance of securities in one or more tranches upto amount not exceeding R 4000 Crore (Rupees Four thousand Crore only) or US $600 Mn (US Dollars Six Hundred Million), whichever is higher. zz obtained sanction from National Company Law tribunal (NCLt) to the Scheme of Arrangement for merger of L& t Shipbuilding Limited, a Wholly owned Subsidiary with the Company and filed the necessary forms with Ministry of Company Affairs on 18th May 2020 to give effect to the Scheme. 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. For S. N. aNaNTHaSUBraMaNIaN & Co. Company Secretaries ICSI Unique Code: p1991MH040400 S. N. ananthasubramanian partner FCS: 4206 | Cop No.: 1774 ICSI UDIN: F004206B000257569 peer Review Cert. No.: 606/2019 Date : May 19, 2020 place : thane 135 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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, 2020, 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 ICSI Unique Code: p1991MH040400 S. N. ananthasubramanian partner FCS: 4206 | Cop No.: 1774 ICSI UDIN: F004206B000257569 peer Review Cert. No.: 606/2019 Date : May 19, 2020 place : thane 136 annexure ‘F’ to the Board report ForM No. MGT-9 EXTraCT oF aNNUaL rETUrN as on the financial year ended on March 31, 2020 [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 dET aILS: i) CIN ii) Registration Date iii) Name of the Company iv) Category L99999MH1946pLC004768 February 7, 1946 LARSeN & toUBRo LIMIteD pUBLIC LIMIteD CoMpANY v) Sub-Category of the Company CoMpANY HAVING SHARe CApItAL vi) Address of the Registered office and contact details vii) Whether listed company L&t HoUSe, N. M. MARG, BALLARD eStAte, MUMBAI - 400 001 teL : 022-67525656 FAX: 022-67525893 LISteD viii) Name, Address and Contact details of Registrar andtransfer Agent, if any KFin technologies private Limited 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 # 15.53% 29.37% 39.46% # on the basis of gross turnover III. ParTICULarS oF HoLdING, SUBSIdIar Y 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 U45203TN2008PLC069211 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 51.00 Section 2(87)(ii) U74899DL1995PLC070704 SUBSIDIARY 99.90 Section 2(87)(ii) 137 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Sl. No Name of the Address of the Company CIN/GLN Company 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 CHENNAI VISION DEVELOPERS PRIVATE LIMITED ESENCIA TECHNOLOGIES INC MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 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 GRAPHENE SOLUTIONS PTE LTD GRAPHENE SOLUTIONS SDN.BHD GRAPHENE SOLUTIONS TAIWAN LTD. HENIKWON CORPORATION SDN. BHD #1154, 10TH B CROSS , YELAHANKA NEW TOWN , BANGALORE, KARNATAKA -560064 30 CECIL STREET, #19-08, PRUDENTIAL TOWER, SINGAPORE 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 KUDGI TRANSMISSION LIMITED L&T - GULF PRIVATE LIMITED L&T ARUNACHAL HYDROPOWER LIMITED L&T AVIATION SERVICES PRIVATE LIMITED L&T CAPITAL COMPANY LIMITED L&T CAPITAL MARKETS LIMITED OFFICE NO. 14, 5TH FLOOR, AL-FARWANIYA, BLOCK NO. 44, BLDG. NO. 6, GHASHAM FAHED AL-BASMAN, KUWAIT L&T ENERGY CENTRE, NEAR CHHANI JAKAT NAKA, VADODARA, GUJARAT-390002 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 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 BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. 138 U70101TN2008PTC068877 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 100.00 Section 2(87)(ii) 0479598-9 SUBSIDIARY 74.62 Section 2(87)(ii) U74140KA2011PTC061480 SUBSIDIARY 74.62 Section 2(87)(ii) U74900KA2013PTC068574 SUBSIDIARY 74.62 Section 2(87)(ii) 201524512K 1231163-D SUBSIDIARY 74.62 Section 2(87)(ii) SUBSIDIARY 74.62 Section 2(87)(ii) 50787314 SUBSIDIARY 74.62 Section 2(87)(ii) 161535-W SUBSIDIARY 100.00 Section 2(87)(ii) U14290TN2008PLC065900 SUBSIDIARY 100.00 Section 2(87)(ii) 10292 SUBSIDIARY 49.00 Section 2(87)(i) U27100GJ2009PTC055901 SUBSIDIARY 95.00 Section 2(87)(ii) U40106TN2012GOI111122 SUBSIDIARY 51.00 Section 2(87)(ii) U74140MH2008PTC177765 SUBSIDIARY 100.00 Section 2(87)(ii) U40300MH2010PLC204778 SUBSIDIARY 100.00 Section 2(87)(ii) U62100MH2009PTC196917 SUBSIDIARY 100.00 Section 2(87)(ii) U67190MH2000PLC125653 SUBSIDIARY 100.00 Section 2(87)(ii) U67190MH2013PLC240261 SUBSIDIARY 63.72 Section 2(87)(ii) Sl. No Name of the Address of the Company CIN/GLN 2908 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 63.72 Section 2(87)(ii) 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Company 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 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 L&T HALOL-SHAMLAJI TOLLWAY LIMITED L&T HIMACHAL HYDROPOWER LIMITED L&T HOUSING FINANCE 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 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. U29253MH2011PLC216258 SUBSIDIARY 100.00 Section 2(87)(ii) U45309TN2008PLC066938 SUBSIDIARY 51.00 Section 2(87)(ii) U29119MH1997PLC109700 SUBSIDIARY 100.00 Section 2(87)(ii) U29248MH2018PLC318481 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2011PLC083661 SUBSIDIARY 52.89 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 63.72 Section 2(87)(ii) U65910WB1993FLC060810 SUBSIDIARY 63.72 Section 2(87)(ii) U65100MH2011PLC299024 SUBSIDIARY 63.72 Section 2(87)(ii) CL2106 SUBSIDIARY 100.00 Section 2(87)(ii) U45203TN2008PLC069210 SUBSIDIARY 24.98 Section 2(87)(ii) U40102HP2010PLC031697 SUBSIDIARY 100.00 Section 2(87)(ii) U45200MH1994PLC259630 SUBSIDIARY 63.72 Section 2(87)(ii) 139 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Sl. No Name of the Address of the Company CIN/GLN Company 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 L&T HOWDEN PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HYDROCARBON CASPIAN LLC L&T HYDROCARBON ENGINEERING LIMITED L&T HYDROCARBON INTERNATIONAL FZE L&T INFORMATION TECHNOLOGY SERVICES (SHANGHAI) CO., LTD. AGHA NEMATULLA STREET 224, NARIMANOV DISTRICT BAKU CITY, ALGERIA L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 WAREHOUSE NO. LV 38-B, HAMRIYAH FREE ZONE, SHARJAH, U.A.E ROOM 1317, NO. 35, DINGBIAN ROAD / LANE, 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 L&T INFRASTRUCTURE ENGINEERING LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 L&T INFRASTRUCTURE FINANCE COMPANY LIMITED BRINDAVAN, PLOT NO. 177, C.S.T. ROAD, KALINA,SANTACRUZ (EAST),MUMBAI - 400 098, MAHARASHTRA, INDIA. L&T INTERSTATE ROAD CORRIDOR LIMITED MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 140 U31401MH2010PTC204403 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 50.10 Section 2(87)(ii) 1503665631 SUBSIDIARY 50.00 Section 2(87)(i) U11200MH2009PLC191426 SUBSIDIARY 100.00 Section 2(87)(ii) 17744 SUBSIDIARY 100.00 Section 2(87)(ii) 310000400714060 (JIADING) SUBSIDIARY 74.53 Section 2(87)(ii) B87472072 SUBSIDIARY 74.53 Section 2(87)(ii) 770556-5 SUBSIDIARY 74.53 Section 2(87)(ii) N-2017020633 SUBSIDIARY 74.53 Section 2(87)(ii) U45400MH2017PTC292586 SUBSIDIARY 100.00 Section 2(87)(ii) L67100MH2013PLC241104 SUBSIDIARY 63.72 Section 2(87)(ii) U67190MH2011PTC218046 SUBSIDIARY 63.72 Section 2(87)(ii) U65900MH2011PTC220896 SUBSIDIARY 63.72 Section 2(87)(ii) U65993TN2001PLC046691 SUBSIDIARY 51.00 Section 2(87)(ii) U74140TN1998PLC039864 SUBSIDIARY 100.00 Section 2(87)(ii) U67190TN2006PLC059527 SUBSIDIARY 63.72 Section 2(87)(ii) U45203TN2006PLC058735 SUBSIDIARY 51.00 Section 2(87)(ii) Sl. No Name of the Address of the Company CIN/GLN U65991MH1996PLC229572 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 63.72 Section 2(87)(ii) Company L&T INVESTMENT MANAGEMENT LIMITED L&T MBDA MISSILE SYSTEMS LIMITED L&T METRO RAIL (HYDERABAD) LIMITED 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 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 L&T POWER DEVELOPMENT LIMITED 59 L&T POWER LIMITED 60 61 62 63 64 65 66 67 68 L&T RAJKOT-VADINAR TOLLWAY LIMITED L&T SAMAKHIALI GANDHIDHAM TOLLWAY LIMITED L&T SAMBALPUR - ROURKELA TOLLWAY LIMITED L&T SAPURA OFFSHORE PRIVATE LIMITED L&T SAPURA SHIPPING PRIVATE LIMITED L&T SEAWOODS LIMITED L&T SPECIAL STEELS AND HEAVY FORGINGS PRIVATE LIMITED L&T Technology Services (Canada) Limited L&T Technology Services (Shanghai) Co. Ltd 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 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO. 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 200 BURRARD STREET, VANCOUVER BC, CANADA V6C 3L6 UNIT 3031, ROOM 302, BUILDING 1, SHENGIX RD, 399, SHANGHAI PILOT FREE TRADE ZONE, CHINA U29308MH2017PLC293402 SUBSIDIARY 51.00 Section 2(87)(i) U45300TG2010PLC070121 SUBSIDIARY 100.00 Section 2(87)(ii) 1001910 SUBSIDIARY 70.00 Section 2(87)(ii) U65993MH1996PLC211198 SUBSIDIARY 63.72 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 51.00 Section 2(87)(ii) U45203TN2010PLC074501 SUBSIDIARY 51.01 Section 2(87)(ii) U45206TN2013PLC093395 SUBSIDIARY 51.00 Section 2(87)(ii) U11200TN2010PTC077214 SUBSIDIARY 60.00 Section 2(87)(ii) U61100TN2010PTC077217 SUBSIDIARY 60.00 Section 2(87)(ii) U45203MH2008PLC180029 SUBSIDIARY 100.00 Section 2(87)(ii) U27109MH2009PTC193699 SUBSIDIARY 74.00 Section 2(87)(ii) 5020583 SUBSIDIARY 74.62 Section 2(87)(ii) 91310115MA1K4DK527 SUBSIDIARY 74.62 Section 2(87)(ii) 141 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Sl. No Name of the Address of the Company CIN/GLN 69 70 71 72 73 Company L&T TECHNOLOGY SERVICES LIMITED L&T TECHNOLOGY SERVICES LLC L&T THALES TECHNOLOGY SERVICES PRIVATE LIMITED 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 74 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 L72900MH2012PLC232169 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 74.62 Section 2(87)(ii) 0479598-9 SUBSIDIARY 74.62 Section 2(87)(ii) U72200TN2006PTC059421 SUBSIDIARY 55.22 Section 2(87)(ii) U45203TN1997PLC039102 SUBSIDIARY 63.86 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) L&T-MHPS TURBINE GENERATORS PRIVATE LIMITED L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U31101MH2006PTC166541 SUBSIDIARY 51.00 Section 2(87)(ii) L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 SUITE 702, 7TH FLOOR, WISMA HANGSAM, JALAN HANG LEKIR, 50000 KUALA LUMPUR, MALAYSIA U74210MH1995PLC088099 SUBSIDIARY 50.0001 Section 2(87)(ii) 390357-T SUBSIDIARY 30.00 Section 2(87)(i) AL-TURKI BUILDING, KING KHALED STREET, P.O. BOX 91, DAMMAM 2050055625 SUBSIDIARY 100.00 Section 2(87)(ii) L&T-SARGENT & LUNDY LIMITED LARSEN & TOUBRO (EAST ASIA) SDN. BHD L&T HYDROCARBON SAUDI COMPANY LLC (formerly known as LARSEN & TOUBRO ATCO SAUDIA LLC) LARSEN & TOUBRO ELECTROMECH LLC P.O. BOX 1999, RUWI, POSTAL CODE 112, MUSCAT 1/04445/1 P.O. BOX 281, POSTAL CODE 325, W LIWA, SULTANATE OF OMAN 1042928 SUBSIDIARY 70.00 Section 2(87)(ii) SUBSIDIARY 70.00 Section 2(87)(ii) LARSEN & TOUBRO HEAVY ENGINEERING LLC LARSEN & TOUBRO HYDROCARBON INTERNATIONAL LIMITED LLC @@ LARSEN & TOUBRO INFOTECH CANADA LIMITED LARSEN & TOUBRO INFOTECH GMBH LARSEN & TOUBRO INFOTECH LIMITED P.O. BOX 6391, AL KHOBAR 34423, KINGDOM OF SAUDI ARABIA 2051053464 SUBSIDIARY 100.00 Section 2(87)(ii) 2810, MATHESON BLVD EAST SUITE 500, MISSISSAUGA, ONL4W 4X7 CANADA 1415026 MARCEL-BREUER-STR. 15, 80807 MUNICH, GERMANY HRB15958 SUBSIDIARY 74.53 Section 2(87)(ii) SUBSIDIARY 74.53 Section 2(87)(ii) L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 L72900MH1996PLC104693 SUBSIDIARY 74.53 Section 2(87)(ii) LARSEN & TOUBRO INFOTECH LLC 1220, N. MARKET ST., SUITE 806, WILMINGTON, DE 19801, USA 270596763 SUBSIDIARY 74.53 Section 2(87)(ii) 75 76 77 78 79 80 81 82 83 84 85 86 87 142 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 Sl. No Name of the Address of the Company CIN/GLN 921 974 248 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 74.53 Section 2(87)(ii) Company LARSEN & TOUBRO INFOTECH NORGE AS LARSEN & TOUBRO INTERNATIONAL FZE LARSEN & TOUBRO KUWAIT CONSTRUCTION GENERAL CONTRACTING COMPANY, WITH LIMITED LIABILITY LARSEN & TOUBRO LLC LARSEN & TOUBRO OMAN LLC LARSEN & TOUBRO QATAR LLC LARSEN & TOUBRO SAUDI ARABIA LLC LARSEN & TOUBRO TANDD SA (PTY) LIMITED 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 113, BARKSDALE PROFESSIONAL CENTRE, NEWARK CITY, COUNTRY OF NEW CASTLE, G56 ZIP CODE-19711, U.S.A 0067 SUBSIDIARY 100.00 Section 2(87)(ii) 117668 SUBSIDIARY 49.00 Section 2(87)(i) 6 DEL.C 18-101 SUBSIDIARY 98.79 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) 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 LTR SSM PRIVATE LIMITED 5TH FLOOR, SKCL - TECH SQUARE, LAZER ST, SOUTH PHASE, SIDCO INDUSTRIAL ESTATE, GUINDY, CHENNAI CHENNAI TN 600032 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 2011/007226/07 SUBSIDIARY 55.83 Section 2(87)(ii) 2051049523 SUBSIDIARY 75.00 Section 2(87)(ii) U74999MH2015PTC267502 SUBSIDIARY 56.67 Section 2(87)(ii) U45203TN1999PLC042518 SUBSIDIARY 51.00 Section 2(87)(ii) U70109MH2018PTC314632 SUBSIDIARY 99.00 Section 2(87)(ii) LYMBYC SOLUTIONS INC 1452, HUGHES ROAD, SUITE #200, GRAPEVINE, TEXAS - 76051, USA 0801748966 SUBSIDIARY 74.53 Section 2(87)(ii) LYMBYC SOLUTIONS PRIVATE LIMITED MUDIT CEMENT PRIVATE LIMITED NABHA POWER LIMITED PLOT NO. 3726, DOOR NO. 41, ‘MA FOI HOUSE’, 6TH AVENUE, Q- BLOCK, ANNA NAGAR, CHENNAI TAMIL NADU 600040 IN 5TH FLOOR, DCM BUILDING, 16, BARAKHAMBA ROAD, CONNAUGHT PLACE, NEW DELHI - 110001 PO BOX NO-28, NEAR VILLAGE NALASH, RAJPURA, PATIALA, PUNJAB-140401 U74900TN2012PTC087141 SUBSIDIARY 74.53 Section 2(87)(ii) U26942DL1990PTC041941 SUBSIDIARY 63.72 Section 2(87)(ii) U40102PB2007PLC031039 SUBSIDIARY 100.00 Section 2(87)(ii) 143 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Sl. No Name of the Address of the Company CIN/GLN GROSSER BURSTAH 45, 20457 HAMBURG, GERMANY HRB 60455 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 74.53 Section 2(87)(ii) Company NEILSEN+PARTNER UNTERNEHMENSBERATER GMBH NIELSEN&PARTNER CO., LTD. NIELSEN&PARTNER PTY LTD 105 106 107 108 109 110 111 12A FLOOR, UNIT B1 AND B2, SIAM PIWAT TOWER, 989 RAMA 1 ROAD, PATHUMWAN, BANGKOK, THAILAND ADDISONS, LEVEL 12 , 60 CARRINGTON STREET, SYDNEY, NSW 2000, AUSTRALIA 0105561057293 SUBSIDIARY 74.53 Section 2(87)(ii) ACN 624 699 627 SUBSIDIARY 74.53 Section 2(87)(ii) NIELSEN+ PARTNER S.A. 5, RUE DES PRIMEURS, L-2361, STRASSEN LUXEMBOURG NIELSEN+PARTNER PTE LTD. 11 COLLYER QUAY #09-09 THE ARCADE, SINGAPORE 049317 R.C.S Luxembourg B213716 SUBSIDIARY 74.53 Section 2(87)(ii) RCB Reg. No. 201306219M SUBSIDIARY 74.53 Section 2(87)(ii) NIELSEN+PARTNER UNTERNEHMENSBERATER AG PANIPAT ELEVATED CORRIDOR LIMITED 112 PNG TOLLWAY LIMITED STAMPFENBACHSTRASSE 52, CH-8006 ZüRICH, SWITZERLAND UID: CHE-113.683.377 SUBSIDIARY 74.53 Section 2(87)(ii) MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 MOUNT POONAMALLE ROAD, POST BOX NO.979, MANAPAKKAM, CHENNAI - 600089 U45203TN2005PLC056999 SUBSIDIARY 51.00 Section 2(87)(ii) U45203TN2009PLC070741 SUBSIDIARY 37.74 Section 2(87)(ii) 113 114 115 116 POWERUPCLOUD TECHNOLOGIES PRIVATE LIMITED 16, RAJIV NAGAR, 3RD STREET, SAMUNDIPURAM, TIRUPUR TN 641603 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 U72200TZ2015PTC021473 SUBSIDIARY 74.53 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) 117 RULETRONICS LIMITED 43 FARNSWORTH COURT, WEST 7946822 SUBSIDIARY 74.53 Section 2(87)(ii) 118 119 120 121 RULETRONICS SYSTEMS INC RULETRONICS SYSTEMS PRIVATE LIMITED SAHIBGANJ GANGES BRIDGE-COMPANY PRIVATE LIMITED * SEASTAR LABS PRIVATE LIMITED 122 SERVOWATCH SYSTEMS LIMITED PARKSIDE, LONDON SE10 0QG 271 US HIGHWAY 46, STE C104, FAIRFIELD, NJ 07004, USA 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 -380009 THE WOODROPE BUILDING, WOODROLFE ROAD, TOLLESBURY, MALDONESSEX CM9 8SE, UNITED KINGDOM 0450075646 SUBSIDIARY 74.53 Section 2(87)(ii) U72200AP2014PTC094911 SUBSIDIARY 74.53 Section 2(87)(ii) U45309MH2016PTC283661 SUBSIDIARY 100.00 Section 2(87)(ii) U72900GJ2015PTC083374 SUBSIDIARY 74.62 Section 2(87)(ii) 2159287 SUBSIDIARY 100.00 Section 2(87)(ii) 123 SYNCORDIS LIMITED 8 RUE PAUL BELMONDO 75012 PARIS, FRANCE 10045506 SUBSIDIARY 74.53 Section 2(87)(ii) 144 Holding/ Subsidiary/ Associate SUBSIDIARY % of Shares held Applicable Section 74.53 Section 2(87)(ii) Sl. No Name of the Address of the Company CIN/GLN Company 124 125 SYNCORDIS PSF S.A. (formerly known as SYNCORDIS SUPPORT SERVICES S.A.) SYNCORDIS S.A. LUXEMBOURG 126 SYNCORDIS SARL 105, ROUTE D’ARLON, L-8009, STRASSEN, LUXEMBOURG B217963 105 ROUTE D’ARLON, L-8009 STRASSEN RCS LUXEMBOURG B NUM’ERO 105331 8, RUE, PAUL BELMONDO, PARIS, FRANCE - 75012 SYNCORDIS SOFTWARE SERVICES INDIA PRIVATE LIMITED BLOCK 4, 10TH FLOOR “A-WING”, DLF IT PARK (SEZ CAMPUS),1/124 SHIVAJI GARDENS, MANAPAKKAM, CHENNAI – 600 089 TAMCO ELECTRICAL INDUSTRIES AUSTRALIA PTY LTD TAMCO SWITCHGEAR (MALAYSIA) SDN BHD 130 THALEST LIMITED 131 VADODARA BHARUCH TOLLWAYS LIMITED 132 MINDTREE LIMITED MINDTREE SOFTWARE (SHANGHAI) CO. LIMITED BLUEFIN SOLUTIONS SDN. BHD 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 MOUNT POONAMALLE ROAD, POST BOX NO 979, MANAPAKKAM, CHENNAI - 600089 GLOBAL VILLAGE, RVCE POST, MYSORE ROAD, BENGALURU - 560059 ROOM 2986, 29F, NO. 501, MIDDLE YIN CHENG ROAD, PUDONG DISTRICT, SHANGHAI, CHINA. 1 SENTRAL , LEVEL 16 JALAN, STESEN SENTRAL, KL SENTRAL, 50470, KUALA LUMPUR, MALAYSIA B105331 SUBSIDIARY 74.53 Section 2(87)(ii) 514135862 SUBSIDIARY 74.53 Section 2(87)(ii) U72900TN2015FTC101675 SUBSIDIARY 74.53 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 51.00 Section 2(87)(ii) L72200KA1999PLC025564 SUBSIDIARY 61.08 Section 2(87)(ii) 913101150609180327 SUBSIDIARY 61.08 Section 2(87)(ii) 829837 U SUBSIDIARY 61.08 Section 2(87)(ii) BLUEFIN SOLUTIONS PTE LIMITED # 6, SHENTON WAY, #33-00 OUE DOWNTOWN 2, SINGAPORE 201220020M SUBSIDIARY 61.08 Section 2(87)(ii) BLUEFIN SOLUTIONS INC. # 200 S WACKER DRIVE FLOOR 31, CHICAGO, IL 60606, USA. 4480544 SUBSIDIARY 61.08 Section 2(87)(ii) GRAMEEN CAPITAL INDIA LIMITED 402, 36 TURNER ROAD,BANDRA WEST, MUMBAI - 400050 U65923MH2007PTC168721 ASSOCIATE 16.57 Section 2(6) GUJARAT LEATHER INDUSTRIES LIMITED @@ INDIRAN ENGINEERING PROJECTS AND SYSTEMS KISH (LLC) INTERNATIONAL SEAPORTS (HALDIA) PRIVATE LIMITED L& T-CHIYODA LIMITED 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 L&T HOUSE, BALLARD ESTATE, N M MARG, MUMBAI, MAHARASHTRA - 400001 U45205WB1999PTC090733 ASSOCIATE 21.74 Section 2(6) U28920MH1994PLC083035 ASSOCIATE 50.00 Section 2(6) 145 127 128 129 133 134 135 136 1 2 3 4 5 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Sl. No Name of the Address of the Company CIN/GLN Company L&T CAMP FACILITIES LLC P. O. BOX 44357, DUBAI, UNITED ARAB EMIRATES 600640 Holding/ Subsidiary/ Associate ASSOCIATE % of Shares held Applicable Section 49.00 Section 2(6) 6 7 8 9 LARSEN & TOUBRO QATAR & HBK CONTRACTING LLC MAGTORQ PRIVATE LIMITED MAGTORQ ENGINEERING SOLUTIONS PRIVATE LIMITED P. O. BOX 1362, DOHA, QATAR 28634 ASSOCIATE 50.00 Section 2(6) NO. 58-C, SIPCOT INDUSTRIAL COMPLEX, HOSUR, TAMIL NADU 635126 NO. 58-C, SIPCOT INDUSTRIAL COMPLEX, HOSUR, TAMIL NADU 635126 U02520TZ1989PTC002458 ASSOCIATE 42.85 Section 2(6) U02520TZ1989PTC002458 ASSOCIATE 39.28 Section 2(6) * Under process of Strike off @@ the Company is under Liquidation # liquidated during the year. IV. SHarE HoLdING P aTTErN: i) Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year Demat Physical Total % of Total Shares Demat Physical Total % Change during the year % of Total Shares A. Promoters (1) Indian a) b) c) d) e) f) Individual/HUF Central Govt State Govt (s) Bodies Corp. Banks / FI Any Other…. Sub-total (A)  (1):- (2) Foreign a) NRIs -Individuals b) Other –Individuals c) d) e) Bodies Corp. Banks / FI Any Other…. Sub-total (A)  (2):- Total shareholding of Promoter (A) =(A)(1)+(A)(2) B Public Shareholding (1) Institutions a) MutualFunds Banks / FI Central Govt State Govt(s) Venture Capital Funds b) c) d) e) f) i) j) 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 0 228,916,062 7,652,527 3,590,744 0 0 13,878 45,887 0 0 0 228,929,940 16.32 266,024,781 7,698,414 3,590,744 0 0 0.55 0.26 0.00 0.00 1,309,016 5,292,298 0 0 13,878 45,787 0 0 0 266,038,659 1,354,803 5,292,298 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 18.95 0.10 0.38 0.00 0.00 18.33 0.05 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 2.63 -0.45 0.12 0.00 0.00 -2.66 -0.01 0.00 Insurance Companies 294,374,166 675 294,374,841 20.99 257,329,522 675 257,330,197 FIIs Foreign Venture Capital Funds 848,582 0 52,558 0 901,140 0 0.06 0.00 648,377 0 51,002 0 699,379 0 Sub-total (B)(1):- 535,382,081 112,998 535,495,079 38.18 530,603,994 111,342 530,715,336 37.80 -0.37 146 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 (2) Non-Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) ii) Individual shareholders holding nominal share capital upto R 2 lakh Individual shareholders holding nominal share capital in excess of R 2 lakh Others (specify) c) 73,662,439 406,668 74,069,107 39,713 3,260 42,973 5.28 0.00 100,461,693 361,203 100,822,896 48,005 3,260 51,265 7.18 0.00 249,613,337 20,377,228 269,990,565 19.25 261,628,429 17,656,402 279,284,831 19.89 1.90 0.00 0.65 31,436,696 5 31,436,701 2.24 13,671,581 5 13,671,586 0.97 -1.27 i) ii) iii) Directors & Relatives Foreign Nationals Foreign Portfolio Investors iv) Non-Residents v) vi) Employee Trust Qualified Foreign Investor vii) IEPF viii) Alternate Investment Funds 1,576,520 547,173 261,343,131 12,841,446 172,128,421 0 1,292,037 1,115,268 350 21,705 1,576,870 568,878 0.11 0.04 1,562,000 547,173 0 21,705 1,562,000 568,878 0 261,343,131 18.63 233,665,228 0 233,665,228 477,413 13,318,859 0 0 0 0 172,128,421 0 1,292,037 1,115,268 0.95 12.27 0.00 0.09 0.08 14,341,881 185,524,682 0 1,530,131 2,060,287 436,865 14,778,746 0 0 0 0 185,524,682 0 1,530,131 2,060,287 ix) Trust 17,520,404 4,500 17,524,904 1.25 22,354,772 4,500 22,359,272 Sub-total (B)(2):- 823,116,585 21,291,129 844,407,714 60.20 837,395,862 18,483,940 855,879,802 Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held byCustodian for GDRs & ADRs 1,358,498,666 21,404,127 1,379,902,793 98.37 1,367,999,856 18,595,282 1,386,595,138 22,826,592 0 22,826,592 1.63 17,296,884 0 17,296,884 0.11 0.04 16.64 1.05 13.22 0.00 0.11 0.15 1.59 60.96 98.77 1.23 Grand Total (A+B+C) 1,381,325,258 21,404,127 1,402,729,385 100.00 1,385,296,740 18,595,282 1,403,892,022 100.00 0.00 0.00 -1.99 0.10 0.94 0.00 0.02 0.07 0.34 0.77 0.40 -0.40 0.00 (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 147 Annexure to the Board report aNNUaL report 2019-20 (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): 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 05/04/2019 12/04/2019 19/04/2019 26/04/2019 03/05/2019 10/05/2019 10/05/2019 17/05/2019 17/05/2019 24/05/2019 31/05/2019 07/06/2019 14/06/2019 21/06/2019 28/06/2019 28/06/2019 05/07/2019 05/07/2019 12/07/2019 12/07/2019 19/07/2019 19/07/2019 Reason Increase/ Decrease in share holding -2835629 Transfer -2587133 Transfer -2583225 Transfer -3570177 Transfer -1456282 Transfer 2450 Transfer -480983 Transfer 2000 Transfer -2000 Transfer -550516 Transfer -1978618 Transfer -1497501 Transfer -2171316 Transfer -1703892 Transfer 5320 Transfer -1840767 Transfer 31280 Transfer -2135980 Transfer 200400 Transfer -1250131 Transfer 265715 Transfer -2932877 Transfer 148 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 17.59 246676682 243841053 241253920 238670695 235100518 233644236 233646686 233165703 233167703 233165703 232615187 230636569 229139068 226967752 225263860 225269180 223428413 223459693 221323713 221524113 220273982 220539697 217606820 17.38 17.20 17.01 16.76 16.66 16.66 16.62 16.62 16.62 16.58 16.44 16.33 16.18 16.05 16.06 15.92 15.93 15.77 15.79 15.70 15.72 15.51 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.) 26/07/2019 26/07/2019 02/08/2019 02/08/2019 09/08/2019 09/08/2019 16/08/2019 23/08/2019 23/08/2019 30/08/2019 30/08/2019 06/09/2019 06/09/2019 13/09/2019 13/09/2019 20/09/2019 20/09/2019 27/09/2019 04/10/2019 11/10/2019 18/10/2019 25/10/2019 25/10/2019 01/11/2019 08/11/2019 08/11/2019 15/11/2019 22/11/2019 29/11/2019 29/11/2019 27/12/2019 07/02/2020 14/02/2020 21/02/2020 21/02/2020 28/02/2020 06/03/2020 13/03/2020 Reason Increase/ Decrease in share holding 422000 Transfer -634166 Transfer 1850 Transfer -1850 Transfer 22830 Transfer -842667 Transfer -1297822 Transfer 111925 Transfer -2432900 Transfer 500 Transfer -1908933 Transfer 1400 Transfer -1099280 Transfer 2000 Transfer -498942 Transfer 42050 Transfer -872536 Transfer -749400 Transfer -33604 Transfer -583276 Transfer -1323061 Transfer 14965 Transfer -706004 Transfer -1242502 Transfer 560000 Transfer -1144595 Transfer -1119539 Transfer -1950488 Transfer 610 Transfer -610 Transfer -299864 Transfer 654700 Transfer 469118 Transfer 399150 Transfer -150 Transfer 1263852 Transfer 2600275 Transfer 1856570 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 15.54 15.49 15.49 15.49 15.49 15.43 15.34 15.35 15.18 15.18 15.04 15.04 14.96 14.96 14.93 14.93 14.87 14.81 14.81 14.77 14.68 14.68 14.63 14.53 14.57 14.49 14.41 14.27 14.27 14.27 14.25 14.30 14.33 14.36 14.36 14.45 14.63 14.77 218028820 217394654 217396504 217394654 217417484 216574817 215276995 215388920 212956020 212956520 211047587 211048987 209949707 209951707 209452765 209494815 208622279 207872879 207839275 207255999 205932938 205947903 205241899 203999397 204559397 203414802 202295263 200344775 200345385 200344775 200044911 200699611 201168729 201567879 201567729 202831581 205431856 207288426 149 Annexure to the Board report aNNUaL report 2019-20 Sl. No. 2 3 Name of the Share Holder Date Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) L&T EMPLOYEES TRUST Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 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.) 13/03/2020 20/03/2020 20/03/2020 27/03/2020 At the end of the year Shareholding at the beginning of the Year 27/03/2020 31/03/2020 At the end of the year Shareholding at the beginning of the Year 05/04/2019 05/04/2019 12/04/2019 12/04/2019 19/04/2019 26/04/2019 26/04/2019 03/05/2019 03/05/2019 10/05/2019 17/05/2019 24/05/2019 24/05/2019 31/05/2019 31/05/2019 07/06/2019 07/06/2019 14/06/2019 21/06/2019 21/06/2019 28/06/2019 28/06/2019 05/07/2019 12/07/2019 19/07/2019 Reason Increase/ Decrease in share holding -2150 Transfer 1614818 Transfer -15500 Transfer 298262 Transfer 4396261 9000000 8541 Transfer -11550 Transfer 102606 Transfer -4872 Transfer -3289 Transfer 26710 Transfer -3968 Transfer 2439 Transfer -1280 Transfer 5959 Transfer 26020 Transfer 28487 Transfer -8881 Transfer 22036 Transfer -50000 Transfer 2065 Transfer -700000 Transfer 272403 Transfer 46008 Transfer -875 Transfer 6792 Transfer -5049 Transfer 206268 Transfer 5567 Transfer 496521 Transfer 150 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 14.77 14.88 14.88 14.90 14.90 12.27 207286276 208901094 208885594 209183856 209183856 172128421 176524682 185524682 185524682 55081556 55090097 55078547 55181153 55176281 55172992 55199702 55195734 55198173 55196893 55202852 55228872 55257359 55248478 55270514 55220514 55222579 54522579 54794982 54840990 54840115 54846907 54841858 55048126 55053693 55550214 12.57 13.22 13.22 3.93 3.93 3.93 3.93 3.93 3.93 3.94 3.93 3.94 3.93 3.94 3.94 3.94 3.94 3.94 3.94 3.94 3.89 3.91 3.91 3.91 3.91 3.91 3.92 3.92 3.96 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.) 26/07/2019 02/08/2019 09/08/2019 16/08/2019 23/08/2019 30/08/2019 06/09/2019 06/09/2019 13/09/2019 20/09/2019 27/09/2019 27/09/2019 30/09/2019 04/10/2019 04/10/2019 11/10/2019 11/10/2019 18/10/2019 25/10/2019 25/10/2019 01/11/2019 08/11/2019 15/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 06/12/2019 13/12/2019 20/12/2019 20/12/2019 27/12/2019 27/12/2019 31/12/2019 03/01/2020 10/01/2020 17/01/2020 24/01/2020 Reason Increase/ Decrease in share holding 6866 Transfer 109299 Transfer 13426 Transfer 5234 Transfer 1373337 Transfer 446674 Transfer 642840 Transfer -92 Transfer 166526 Transfer 400233 Transfer 424240 Transfer -1020 Transfer 1222 Transfer 1817 Transfer -126 Transfer 408236 Transfer -11859 Transfer 503339 Transfer 207476 Transfer -50000 Transfer 22631 Transfer 3079 Transfer 504 Transfer -14882 Transfer 30798 Transfer 94552 Transfer 67873 Transfer -2971 Transfer 54483 Transfer 1483309 Transfer -1666 Transfer 1023283 Transfer -2506 Transfer 24430 Transfer 501949 Transfer 368017 Transfer 4698 Transfer 66583 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 3.96 3.97 3.97 3.97 4.07 4.10 4.14 4.14 4.16 4.18 4.21 4.21 4.21 4.21 4.21 4.24 4.24 4.28 4.29 4.29 4.29 4.29 4.29 4.29 4.29 4.30 4.30 4.30 4.31 4.41 4.41 4.49 4.49 4.49 4.52 4.55 4.55 4.55 55557080 55666379 55679805 55685039 57058376 57505050 58147890 58147798 58314324 58714557 59138797 59137777 59138999 59140816 59140690 59548926 59537067 60040406 60247882 60197882 60220513 60223592 60224096 60209214 60240012 60334564 60402437 60399466 60453949 61937258 61935592 62958875 62956369 62980799 63482748 63850765 63855463 63922046 151 Annexure to the Board report aNNUaL report 2019-20 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 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.) 31/01/2020 31/01/2020 07/02/2020 14/02/2020 14/02/2020 21/02/2020 21/02/2020 28/02/2020 28/02/2020 06/03/2020 13/03/2020 13/03/2020 20/03/2020 20/03/2020 27/03/2020 27/03/2020 31/03/2020 31/03/2020 At the end of the year Shareholding at the beginning of the Year 05/04/2019 05/04/2019 12/04/2019 12/04/2019 19/04/2019 19/04/2019 26/04/2019 26/04/2019 03/05/2019 03/05/2019 10/05/2019 10/05/2019 17/05/2019 17/05/2019 24/05/2019 24/05/2019 31/05/2019 Reason Increase/ Decrease in share holding 1567 Transfer -289 Transfer 22649 Transfer 24576 Transfer -377 Transfer 106113 Transfer -50000 Transfer 170175 Transfer -25000 Transfer 22279 Transfer 38116 Transfer -7875 Transfer 423907 Transfer -73500 Transfer 865885 Transfer -137625 Transfer 240872 Transfer -6000 Transfer 34903 Transfer -324010 Transfer 391319 Transfer -459530 Transfer 985 Transfer -24520 Transfer 60313 Transfer -195418 Transfer 2341 Transfer -26119 Transfer 463006 Transfer -16210 Transfer 569599 Transfer -109323 Transfer 83719 Transfer -99347 Transfer 112664 Transfer 152 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 4.55 4.55 4.56 4.56 4.56 4.56 4.56 4.57 4.57 4.57 4.58 4.58 4.61 4.60 4.66 4.65 4.67 4.67 4.67 2.30 2.31 2.28 2.31 2.28 2.28 2.28 2.28 2.27 2.27 2.27 2.30 2.30 2.34 2.33 2.34 2.33 2.34 63923613 63923324 63945973 63970549 63970172 64076285 64026285 64196460 64171460 64193739 64231855 64223980 64647887 64574387 65440272 65302647 65543519 65537519 65537519 32321704 32356607 32032597 32423916 31964386 31965371 31940851 32001164 31805746 31808087 31781968 32244974 32228764 32798363 32689040 32772759 32673412 32786076 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.) 31/05/2019 07/06/2019 07/06/2019 14/06/2019 14/06/2019 21/06/2019 21/06/2019 28/06/2019 28/06/2019 05/07/2019 05/07/2019 12/07/2019 12/07/2019 19/07/2019 19/07/2019 26/07/2019 26/07/2019 02/08/2019 02/08/2019 09/08/2019 16/08/2019 16/08/2019 23/08/2019 23/08/2019 30/08/2019 30/08/2019 06/09/2019 06/09/2019 13/09/2019 13/09/2019 20/09/2019 20/09/2019 27/09/2019 27/09/2019 30/09/2019 30/09/2019 04/10/2019 04/10/2019 Reason Increase/ Decrease in share holding -556463 Transfer 48675 Transfer -102204 Transfer 54621 Transfer -23840 Transfer 2971 Transfer -946541 Transfer 1159 Transfer -747077 Transfer 4866 Transfer -102815 Transfer 2185 Transfer -157653 Transfer 307626 Transfer -30750 Transfer 42675 Transfer -318247 Transfer 8862 Transfer -11546 Transfer 31082 Transfer 49736 Transfer -636 Transfer 124246 Transfer -243944 Transfer 44902 Transfer -617512 Transfer 226352 Transfer -306338 Transfer 247922 Transfer -1008998 Transfer 74832 Transfer -2946 Transfer 55667 Transfer -748097 Transfer 14599 Transfer -137556 Transfer 366728 Transfer -1284495 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.30 2.30 2.29 2.30 2.30 2.30 2.23 2.23 2.18 2.18 2.17 2.17 2.16 2.18 2.18 2.18 2.16 2.16 2.16 2.16 2.16 2.16 2.17 2.15 2.16 2.11 2.13 2.11 2.12 2.05 2.06 2.06 2.06 2.01 2.01 2.00 2.03 1.93 32229613 32278288 32176084 32230705 32206865 32209836 31263295 31264454 30517377 30522243 30419428 30421613 30263960 30571586 30540836 30583511 30265264 30274126 30262580 30293662 30343398 30342762 30467008 30223064 30267966 29650454 29876806 29570468 29818390 28809392 28884224 28881278 28936945 28188848 28203447 28065891 28432619 27148124 153 Annexure to the Board report aNNUaL report 2019-20 Name of the Share Holder Date Sl. No. 11/10/2019 11/10/2019 18/10/2019 18/10/2019 25/10/2019 25/10/2019 01/11/2019 01/11/2019 08/11/2019 08/11/2019 15/11/2019 15/11/2019 22/11/2019 22/11/2019 29/11/2019 29/11/2019 06/12/2019 06/12/2019 13/12/2019 13/12/2019 20/12/2019 20/12/2019 27/12/2019 27/12/2019 31/12/2019 31/12/2019 03/01/2020 03/01/2020 10/01/2020 10/01/2020 17/01/2020 17/01/2020 24/01/2020 24/01/2020 31/01/2020 31/01/2020 07/02/2020 07/02/2020 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 154 Reason Increase/ Decrease in share holding 6750546 Transfer -52037 Transfer 4021 Transfer -1463445 Transfer 10126 Transfer -1230093 Transfer 17779 Transfer -680765 Transfer 20918 Transfer -337836 Transfer 349 Transfer -429228 Transfer 7088 Transfer -424080 Transfer 891591 Transfer -813667 Transfer 1063464 Transfer -2074 Transfer 1852496 Transfer -136524 Transfer 3887 Transfer -98378 Transfer 109959 Transfer -1482100 Transfer 1525 Transfer -1683 Transfer 5676 Transfer -3075 Transfer 104351 Transfer -16069 Transfer 127798 Transfer -7395 Transfer 14096 Transfer -1831382 Transfer 212977 Transfer -919116 Transfer 1015541 Transfer -816621 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.42 2.41 2.41 2.31 2.31 2.22 2.22 2.17 2.17 2.15 2.15 2.12 2.12 2.09 2.15 2.10 2.17 2.17 2.30 2.29 2.29 2.29 2.30 2.19 2.19 2.19 2.19 2.19 2.20 2.20 2.20 2.20 2.21 2.07 2.09 2.02 2.10 2.04 33898670 33846633 33850654 32387209 32397335 31167242 31185021 30504256 30525174 30187338 30187687 29758459 29765547 29341467 30233058 29419391 30482855 30480781 32333277 32196753 32200640 32102262 32212221 30730121 30731646 30729963 30735639 30732564 30836915 30820846 30948644 30941249 30955345 29123963 29336940 28417824 29433365 28616744 Name of the Share Holder Date Sl. No. Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 5 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.) 14/02/2020 14/02/2020 21/02/2020 21/02/2020 28/02/2020 28/02/2020 06/03/2020 06/03/2020 13/03/2020 13/03/2020 20/03/2020 20/03/2020 27/03/2020 27/03/2020 31/03/2020 31/03/2020 At the end of the year Shareholding at the beginning of the Year 05/04/2019 12/04/2019 12/04/2019 19/04/2019 19/04/2019 26/04/2019 26/04/2019 03/05/2019 10/05/2019 17/05/2019 17/05/2019 24/05/2019 24/05/2019 31/05/2019 31/05/2019 07/06/2019 07/06/2019 14/06/2019 21/06/2019 Reason Increase/ Decrease in share holding 72165 Transfer -1854 Transfer 2003 Transfer -195708 Transfer 2065812 Transfer -100000 Transfer 992330 Transfer -302142 Transfer 432195 Transfer -951339 Transfer 209949 Transfer -143703 Transfer 491180 Transfer -1654761 Transfer 170955 Transfer -298281 Transfer 326133 Transfer 1768 Transfer -2907 Transfer 43335 Transfer -13789 Transfer 95830 Transfer -2 Transfer 153541 Transfer 135814 Transfer 249185 Transfer -50000 Transfer 612005 Transfer -2532 Transfer 266874 Transfer -34400 Transfer 459686 Transfer -52143 Transfer 87393 Transfer 98291 Transfer Cumulative Shareholding during the Year No. of Shares 28688909 28687055 28689058 28493350 30559162 30459162 31451492 31149350 31581545 30630206 30840155 30696452 31187632 29532871 29703826 29405545 29405545 32277232 32603365 32605133 32602226 32645561 32631772 32727602 32727600 32881141 33016955 33266140 33216140 33828145 33825613 34092487 34058087 34517773 34465630 34553023 34651314 % of total shares of the Company 2.04 2.04 2.04 2.03 2.18 2.17 2.24 2.22 2.25 2.18 2.20 2.19 2.22 2.10 2.12 2.09 2.09 2.30 2.32 2.32 2.32 2.33 2.33 2.33 2.33 2.34 2.35 2.37 2.37 2.41 2.41 2.43 2.43 2.46 2.46 2.46 2.47 155 Annexure to the Board report aNNUaL report 2019-20 Name of the Share Holder Date Sl. No. 28/06/2019 28/06/2019 05/07/2019 05/07/2019 12/07/2019 19/07/2019 26/07/2019 02/08/2019 09/08/2019 09/08/2019 16/08/2019 23/08/2019 23/08/2019 30/08/2019 30/08/2019 06/09/2019 06/09/2019 13/09/2019 13/09/2019 20/09/2019 20/09/2019 27/09/2019 27/09/2019 30/09/2019 30/09/2019 04/10/2019 11/10/2019 11/10/2019 18/10/2019 25/10/2019 01/11/2019 01/11/2019 08/11/2019 08/11/2019 15/11/2019 15/11/2019 22/11/2019 22/11/2019 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 156 Reason Increase/ Decrease in share holding 43440 Transfer -14224 Transfer 540859 Transfer -331 Transfer 294203 Transfer 264616 Transfer 120799 Transfer 272751 Transfer 216344 Transfer -8299 Transfer 115989 Transfer 98285 Transfer -27400 Transfer 160650 Transfer -18210 Transfer 65951 Transfer -5 Transfer 72434 Transfer -5504 Transfer 74590 Transfer -16 Transfer 7 Transfer -71525 Transfer 17365 Transfer -7117 Transfer 59163 Transfer 33346 Transfer -2 Transfer 196884 Transfer 130110 Transfer 429281 Transfer -20000 Transfer 361505 Transfer -2 Transfer 211095 Transfer -12668 Transfer 169706 Transfer -126 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.47 2.47 2.51 2.51 2.53 2.55 2.56 2.58 2.59 2.59 2.60 2.61 2.61 2.62 2.62 2.62 2.62 2.63 2.63 2.63 2.63 2.63 2.63 2.63 2.63 2.63 2.63 2.63 2.65 2.66 2.69 2.68 2.71 2.71 2.73 2.72 2.74 2.74 34694754 34680530 35221389 35221058 35515261 35779877 35900676 36173427 36389771 36381472 36497461 36595746 36568346 36728996 36710786 36776737 36776732 36849166 36843662 36918252 36918236 36918243 36846718 36864083 36856966 36916129 36949475 36949473 37146357 37276467 37705748 37685748 38047253 38047251 38258346 38245678 38415384 38415258 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.) 29/11/2019 29/11/2019 06/12/2019 06/12/2019 13/12/2019 13/12/2019 20/12/2019 20/12/2019 27/12/2019 27/12/2019 31/12/2019 03/01/2020 10/01/2020 17/01/2020 17/01/2020 24/01/2020 24/01/2020 31/01/2020 31/01/2020 07/02/2020 07/02/2020 14/02/2020 21/02/2020 21/02/2020 28/02/2020 06/03/2020 13/03/2020 13/03/2020 20/03/2020 20/03/2020 27/03/2020 31/03/2020 At the end of the year Reason Increase/ Decrease in share holding 272995 Transfer -525000 Transfer 141996 Transfer -10059 Transfer 69320 Transfer -396248 Transfer 100757 Transfer -2352 Transfer 6050 Transfer -116636 Transfer 309727 Transfer 71223 Transfer 74443 Transfer 71054 Transfer -3886 Transfer 82355 Transfer -180000 Transfer 107583 Transfer -6078 Transfer 120077 Transfer -298892 Transfer 73961 Transfer 50890 Transfer -3538 Transfer 479163 Transfer 1210937 Transfer 341121 Transfer -17500 Transfer 11301237 Transfer -6788247 Transfer 1601429 Transfer 512241 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 2.76 2.72 2.73 2.73 2.73 2.71 2.71 2.71 2.71 2.70 2.73 2.73 2.74 2.74 2.74 2.75 2.73 2.74 2.74 2.75 2.73 2.73 2.74 2.74 2.77 2.86 2.88 2.88 3.69 3.20 3.32 3.35 3.35 38688253 38163253 38305249 38295190 38364510 37968262 38069019 38066667 38072717 37956081 38265808 38337031 38411474 38482528 38478642 38560997 38380997 38488580 38482502 38602579 38303687 38377648 38428538 38425000 38904163 40115100 40456221 40438721 51739958 44951711 46553140 47065381 47065381 157 Annexure to the Board report aNNUaL report 2019-20 Name of the Share Holder Date Sl. No. 6 ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) Shareholding at the beginning of the Year 05/04/2019 12/04/2019 19/04/2019 26/04/2019 03/05/2019 10/05/2019 17/05/2019 24/05/2019 31/05/2019 07/06/2019 07/06/2019 14/06/2019 21/06/2019 28/06/2019 05/07/2019 12/07/2019 12/07/2019 19/07/2019 26/07/2019 02/08/2019 02/08/2019 09/08/2019 16/08/2019 23/08/2019 30/08/2019 30/08/2019 06/09/2019 13/09/2019 20/09/2019 27/09/2019 04/10/2019 11/10/2019 18/10/2019 25/10/2019 01/11/2019 08/11/2019 Reason Increase/ Decrease in share holding -86737 Transfer 9312 Transfer -50468 Transfer 2175397 Transfer 319787 Transfer 284007 Transfer -6709 Transfer 17656 Transfer 395398 Transfer 247629 Transfer -65000 Transfer 3286 Transfer 1081 Transfer 29794 Transfer 446726 Transfer 265041 Transfer -4822 Transfer -19854 Transfer 253158 Transfer 1653 Transfer -65000 Transfer -316660 Transfer -45000 Transfer 7824 Transfer 81280 Transfer -65000 Transfer -143205 Transfer -32086 Transfer -97093 Transfer -471431 Transfer 439430 Transfer 253465 Transfer -125684 Transfer -57809 Transfer -64807 Transfer 100000 Transfer 158 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.79 25077416 24990679 24999991 24949523 27124920 27444707 27728714 27722005 27739661 28135059 28382688 28317688 28320974 28322055 28351849 28798575 29063616 29058794 29038940 29292098 29293751 29228751 28912091 28867091 28874915 28956195 28891195 28747990 28715904 28618811 28147380 28586810 28840275 28714591 28656782 28591975 28691975 1.78 1.78 1.78 1.93 1.96 1.98 1.98 1.98 2.01 2.02 2.02 2.02 2.02 2.02 2.05 2.07 2.07 2.07 2.09 2.09 2.08 2.06 2.06 2.06 2.06 2.06 2.05 2.05 2.04 2.01 2.04 2.06 2.05 2.04 2.04 2.04 Name of the Share Holder Date Sl. No. 08/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 13/12/2019 20/12/2019 27/12/2019 31/12/2019 03/01/2020 10/01/2020 17/01/2020 24/01/2020 31/01/2020 07/02/2020 14/02/2020 21/02/2020 28/02/2020 06/03/2020 13/03/2020 20/03/2020 27/03/2020 31/03/2020 At the end of the year Shareholding at the beginning of the Year 05/04/2019 19/04/2019 03/05/2019 10/05/2019 17/05/2019 24/05/2019 24/05/2019 31/05/2019 07/06/2019 14/06/2019 21/06/2019 05/07/2019 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 7 GOVERNMENT OF SINGAPORE - E 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 -224146 Transfer -48052 Transfer -822 Transfer -58314 Transfer -115027 Transfer -300932 Transfer 466362 Transfer -205038 Transfer -40934 Transfer 60078 Transfer -139636 Transfer 336107 Transfer 21516 Transfer 565067 Transfer -581332 Transfer -269 Transfer -188746 Transfer -365972 Transfer 1696 Transfer -838974 Transfer 160775 Transfer -126519 Transfer -140283 Transfer 83363 Transfer 7518 Transfer -32645 Transfer -52463 Transfer -6593 Transfer 8938 Transfer -47419 Transfer 646440 Transfer 755068 Transfer 42727 Transfer -12453 Transfer 24837 Transfer Cumulative Shareholding during the Year No. of Shares 28467829 28419777 28418955 28360641 28245614 27944682 28411044 28206006 28165072 28225150 28085514 28421621 28443137 29008204 28426872 28426603 28237857 27871885 27873581 27034607 27195382 27068863 26928580 26928580 12426432 12509795 12517313 12484668 12432205 12425612 12434550 12387131 13033571 13788639 13831366 13818913 13843750 % of total shares of the Company 2.03 2.02 2.02 2.02 2.01 1.99 2.02 2.01 2.01 2.01 2.00 2.02 2.03 2.07 2.03 2.03 2.01 1.99 1.99 1.93 1.94 1.93 1.92 1.92 0.89 0.89 0.89 0.89 0.89 0.89 0.89 0.88 0.93 0.98 0.99 0.98 0.99 159 Annexure to the Board report aNNUaL report 2019-20 Name of the Share Holder Date Sl. No. 12/07/2019 19/07/2019 19/07/2019 26/07/2019 02/08/2019 09/08/2019 16/08/2019 23/08/2019 30/08/2019 06/09/2019 13/09/2019 20/09/2019 20/09/2019 27/09/2019 04/10/2019 11/10/2019 18/10/2019 25/10/2019 01/11/2019 08/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 13/12/2019 13/12/2019 20/12/2019 31/12/2019 03/01/2020 10/01/2020 10/01/2020 17/01/2020 24/01/2020 31/01/2020 07/02/2020 07/02/2020 14/02/2020 21/02/2020 Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 160 Reason Increase/ Decrease in share holding -26557 Transfer 136266 Transfer -16711 Transfer 83849 Transfer 167341 Transfer 434049 Transfer 231943 Transfer 230069 Transfer 1454571 Transfer 430564 Transfer 84337 Transfer 14085 Transfer -7271 Transfer 406826 Transfer 74064 Transfer -14849 Transfer 19447 Transfer -49966 Transfer -9327 Transfer 8222 Transfer 228070 Transfer 196684 Transfer -495118 Transfer -325435 Transfer 23946 Transfer -72958 Transfer 68560 Transfer 43107 Transfer 29454 Transfer 285344 Transfer -44094 Transfer -93479 Transfer -9023 Transfer 1175362 Transfer 1158822 Transfer -34789 Transfer 286418 Transfer 318876 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 0.98 0.99 0.99 1.00 1.01 1.04 1.06 1.07 1.18 1.21 1.22 1.22 1.22 1.24 1.25 1.25 1.25 1.25 1.25 1.25 1.26 1.28 1.24 1.22 1.22 1.21 1.22 1.22 1.22 1.25 1.24 1.24 1.23 1.32 1.40 1.40 1.42 1.44 13817193 13953459 13936748 14020597 14187938 14621987 14853930 15083999 16538570 16969134 17053471 17067556 17060285 17467111 17541175 17526326 17545773 17495807 17486480 17494702 17722772 17919456 17424338 17098903 17122849 17049891 17118451 17161558 17191012 17476356 17432262 17338783 17329760 18505122 19663944 19629155 19915573 20234449 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.47 1.50 1.63 1.78 1.74 1.76 1.76 1.76 1.74 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.) 8 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.) 28/02/2020 06/03/2020 13/03/2020 20/03/2020 20/03/2020 27/03/2020 31/03/2020 At the end of the year Shareholding at the beginning of the Year 24/05/2019 31/05/2019 07/06/2019 28/06/2019 19/07/2019 26/07/2019 09/08/2019 16/08/2019 23/08/2019 13/09/2019 20/09/2019 27/09/2019 08/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 13/12/2019 17/01/2020 24/01/2020 07/02/2020 14/02/2020 21/02/2020 28/02/2020 13/03/2020 20/03/2020 27/03/2020 At the end of the year Reason Increase/ Decrease in share holding 436847 Transfer 452149 Transfer 1687884 Transfer 2184277 Transfer -582975 Transfer 362947 Transfer -47248 Transfer -40000 Transfer -60000 Transfer -49000 Transfer -51000 Transfer 35000 Transfer 65000 Transfer 10000 Transfer 40000 Transfer 50000 Transfer 5000 Transfer 5000 Transfer 20000 Transfer 25000 Transfer 75000 Transfer 40000 Transfer 60000 Transfer 50000 Transfer 250000 Transfer 10000 Transfer 80000 Transfer 65000 Transfer 45000 Transfer 50000 Transfer 40000 Transfer 20000 Transfer 21500 Transfer 1500 Transfer 20671296 21123445 22811329 24995606 24412631 24775578 24728330 24728330 24400000 24360000 24300000 24251000 24200000 24235000 24300000 24310000 24350000 24400000 24405000 24410000 24430000 24455000 24530000 24570000 24630000 24680000 24930000 24940000 25020000 25085000 25130000 25180000 25220000 25240000 25261500 25263000 25263000 1.74 1.73 1.73 1.72 1.73 1.73 1.73 1.74 1.74 1.74 1.74 1.74 1.74 1.75 1.75 1.75 1.76 1.78 1.78 1.78 1.79 1.79 1.79 1.80 1.80 1.80 1.80 1.80 161 Annexure to the Board report aNNUaL report 2019-20 Name of the Share Holder Date Sl. No. 9 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.) Shareholding at the beginning of the Year 05/04/2019 05/04/2019 12/04/2019 19/04/2019 19/04/2019 26/04/2019 26/04/2019 03/05/2019 03/05/2019 10/05/2019 10/05/2019 17/05/2019 17/05/2019 24/05/2019 24/05/2019 31/05/2019 31/05/2019 07/06/2019 07/06/2019 14/06/2019 14/06/2019 21/06/2019 21/06/2019 28/06/2019 28/06/2019 05/07/2019 05/07/2019 12/07/2019 12/07/2019 19/07/2019 26/07/2019 26/07/2019 02/08/2019 02/08/2019 09/08/2019 09/08/2019 Reason Increase/ Decrease in share holding 1494622 Transfer -35160 Transfer 426300 Transfer 200219 Transfer -1728 Transfer 626444 Transfer -7004 Transfer 46 Transfer -5813 Transfer 154428 Transfer -374430 Transfer 212080 Transfer -254 Transfer 137197 Transfer -133915 Transfer 40710 Transfer -746250 Transfer 10340 Transfer -520435 Transfer 504189 Transfer -180000 Transfer 28569 Transfer -90140 Transfer 5008 Transfer -182035 Transfer 167477 Transfer -48161 Transfer 1080337 Transfer -573730 Transfer 591049 Transfer 120065 Transfer -83677 Transfer 132233 Transfer -125125 Transfer 427103 Transfer -611634 Transfer 162 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.41 19730114 21224736 21189576 21615876 21816095 21814367 22440811 22433807 22433853 22428040 22582468 22208038 22420118 22419864 22557061 22423146 22463856 21717606 21727946 21207511 21711700 21531700 21560269 21470129 21475137 21293102 21460579 21412418 22492755 21919025 22510074 22630139 22546462 22678695 22553570 22980673 22369039 1.51 1.51 1.54 1.56 1.56 1.60 1.60 1.60 1.60 1.61 1.58 1.60 1.60 1.61 1.60 1.60 1.55 1.55 1.51 1.55 1.53 1.54 1.53 1.53 1.52 1.53 1.53 1.60 1.56 1.60 1.61 1.61 1.62 1.61 1.64 1.59 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.) 16/08/2019 23/08/2019 30/08/2019 30/08/2019 06/09/2019 06/09/2019 13/09/2019 13/09/2019 20/09/2019 20/09/2019 27/09/2019 27/09/2019 30/09/2019 04/10/2019 04/10/2019 11/10/2019 18/10/2019 18/10/2019 25/10/2019 25/10/2019 01/11/2019 01/11/2019 08/11/2019 08/11/2019 15/11/2019 15/11/2019 22/11/2019 22/11/2019 29/11/2019 29/11/2019 06/12/2019 06/12/2019 13/12/2019 13/12/2019 20/12/2019 20/12/2019 27/12/2019 27/12/2019 Reason Increase/ Decrease in share holding 186697 Transfer 377028 Transfer 227363 Transfer -1370 Transfer 27750 Transfer -13170 Transfer 2577 Transfer -2625 Transfer 30983 Transfer -20000 Transfer 85166 Transfer -551335 Transfer 9495 Transfer 831674 Transfer -230179 Transfer -34659 Transfer 75920 Transfer -948 Transfer 87484 Transfer -305790 Transfer 25 Transfer -61189 Transfer 352510 Transfer -422087 Transfer 240507 Transfer -314148 Transfer 42684 Transfer -306878 Transfer 206 Transfer -40270 Transfer 717462 Transfer -97929 Transfer 5706 Transfer -970617 Transfer 67550 Transfer -977 Transfer 4464 Transfer -71820 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.61 1.63 1.65 1.65 1.65 1.65 1.65 1.65 1.65 1.65 1.66 1.62 1.62 1.68 1.66 1.66 1.67 1.67 1.67 1.65 1.65 1.65 1.67 1.64 1.66 1.63 1.64 1.62 1.62 1.61 1.66 1.66 1.66 1.59 1.59 1.59 1.59 1.59 22555736 22932764 23160127 23158757 23186507 23173337 23175914 23173289 23204272 23184272 23269438 22718103 22727598 23559272 23329093 23294434 23370354 23369406 23456890 23151100 23151125 23089936 23442446 23020359 23260866 22946718 22989402 22682524 22682730 22642460 23359922 23261993 23267699 22297082 22364632 22363655 22368119 22296299 163 Annexure to the Board report aNNUaL report 2019-20 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.) 31/12/2019 31/12/2019 03/01/2020 03/01/2020 10/01/2020 10/01/2020 17/01/2020 17/01/2020 24/01/2020 24/01/2020 31/01/2020 31/01/2020 07/02/2020 07/02/2020 14/02/2020 14/02/2020 21/02/2020 21/02/2020 28/02/2020 28/02/2020 06/03/2020 06/03/2020 13/03/2020 13/03/2020 20/03/2020 20/03/2020 27/03/2020 27/03/2020 31/03/2020 31/03/2020 At the end of the year Reason Increase/ Decrease in share holding 43396 Transfer -20170 Transfer 616112 Transfer -9063 Transfer 338304 Transfer -3000 Transfer 3451 Transfer -898 Transfer 204370 Transfer -418256 Transfer 1994235 Transfer -627 Transfer 414340 Transfer -12 Transfer 59926 Transfer -1120236 Transfer 177948 Transfer -620000 Transfer 465934 Transfer -1419275 Transfer 218039 Transfer -512589 Transfer 78034 Transfer -515617 Transfer 672643 Transfer -546725 Transfer 971074 Transfer -264102 Transfer 26337 Transfer -10875 Transfer 164 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.59 1.59 1.63 1.63 1.66 1.66 1.66 1.66 1.67 1.64 1.78 1.78 1.81 1.81 1.82 1.74 1.75 1.71 1.74 1.64 1.65 1.62 1.62 1.59 1.63 1.60 1.66 1.65 1.65 1.65 1.65 22339695 22319525 22935637 22926574 23264878 23261878 23265329 23264431 23468801 23050545 25044780 25044153 25458493 25458481 25518407 24398171 24576119 23956119 24422053 23002778 23220817 22708228 22786262 22270645 22943288 22396563 23367637 23103535 23129872 23118997 23118997 Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.08 Name of the Share Holder Date Sl. No. 10 NPS TRUST- A/C KOTAK PENSION FUND SCHEME E - TIER Shareholding at the beginning of the Year Reason Increase/ Decrease in share holding Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase and decrease (e.g. allotment/ transfer/bonus/sweat etc.) 05/04/2019 12/04/2019 19/04/2019 26/04/2019 03/05/2019 10/05/2019 17/05/2019 24/05/2019 31/05/2019 07/06/2019 14/06/2019 21/06/2019 28/06/2019 05/07/2019 12/07/2019 19/07/2019 26/07/2019 26/07/2019 02/08/2019 02/08/2019 09/08/2019 16/08/2019 16/08/2019 23/08/2019 30/08/2019 30/08/2019 06/09/2019 13/09/2019 20/09/2019 27/09/2019 04/10/2019 11/10/2019 18/10/2019 25/10/2019 01/11/2019 47760 Transfer 61754 Transfer 9901 Transfer 9401 Transfer 4086 Transfer 8080 Transfer 239625 Transfer 113300 Transfer 41600 Transfer 66250 Transfer 3468 Transfer 53100 Transfer 25600 Transfer 60700 Transfer 70863 Transfer 170218 Transfer 183550 Transfer -27369 Transfer 203367 Transfer -11716 Transfer 70992 Transfer 67404 Transfer -31700 Transfer 82493 Transfer 111172 Transfer -80 Transfer 52846 Transfer 79850 Transfer 172699 Transfer 93570 Transfer 9000 Transfer 21250 Transfer 94400 Transfer 9950 Transfer 56500 Transfer 15111340 15159100 15220854 15230755 15240156 15244242 15252322 15491947 15605247 15646847 15713097 15716565 15769665 15795265 15855965 15926828 16097046 16280596 16253227 16456594 16444878 16515870 16583274 16551574 16634067 16745239 16745159 16798005 16877855 17050554 17144124 17153124 17174374 17268774 17278724 17335224 1.08 1.09 1.09 1.09 1.09 1.09 1.10 1.11 1.12 1.12 1.12 1.12 1.13 1.13 1.14 1.15 1.16 1.16 1.17 1.17 1.18 1.18 1.18 1.19 1.19 1.19 1.20 1.20 1.22 1.22 1.22 1.22 1.23 1.23 1.24 165 Annexure to the Board report aNNUaL report 2019-20 Name of the Share Holder Date Sl. No. 08/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 13/12/2019 20/12/2019 27/12/2019 31/12/2019 03/01/2020 10/01/2020 17/01/2020 24/01/2020 31/01/2020 07/02/2020 14/02/2020 21/02/2020 21/02/2020 28/02/2020 28/02/2020 06/03/2020 13/03/2020 20/03/2020 27/03/2020 31/03/2020 At the end of the year Shareholding at the beginning of the Year 01/11/2019 20/12/2019 27/12/2019 03/01/2020 24/01/2020 14/02/2020 21/02/2020 28/02/2020 20/03/2020 27/03/2020 At the end of the year 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.) 166 Reason Increase/ Decrease in share holding 52900 Transfer 87850 Transfer 82928 Transfer 125367 Transfer 148159 Transfer 104756 Transfer 57085 Transfer 154600 Transfer 87750 Transfer 114359 Transfer 128524 Transfer 21829 Transfer 55621 Transfer 14516 Transfer 43316 Transfer 113925 Transfer 52230 Transfer -8000 Transfer 428090 Transfer -8000 Transfer 141533 Transfer 146709 Transfer 114200 Transfer 337515 Transfer 8821 Transfer -200000 Transfer -962889 Transfer -150000 Transfer -100000 Transfer -250000 Transfer -100000 Transfer -502000 Transfer -400000 Transfer -200000 Transfer -9812174 Transfer Cumulative Shareholding during the Year No. of Shares % of total shares of the Company 1.24 1.25 1.25 1.26 1.27 1.28 1.28 1.29 1.30 1.31 1.32 1.32 1.32 1.32 1.33 1.33 1.34 1.34 1.37 1.37 1.38 1.39 1.40 1.42 1.42 1.42 0.93 0.90 0.89 0.82 0.81 0.80 0.78 0.78 0.74 0.71 0.70 0.00 17388124 17475974 17558902 17684269 17832428 17937184 17994269 18148869 18236619 18350978 18479502 18501331 18556952 18571468 18614784 18728709 18780939 18772939 19201029 19193029 19334562 19481271 19595471 19932986 19941807 19941807 13077063 12477063 11514174 11364174 11264174 11014174 10914174 10412174 10012174 9812174 0 0 (v) Shareholding of directors and Key Managerial Personnel: 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 265,584 0.02 424,958 0.03 At the End of the year At the beginning of the year 328,500 0.02 265,584 0.02 At the End of the year At the beginning of the year 23/05/2019 (Sold) 24/05/2019 (Sold) 27/05/2019 (Sold) 90,125 -500 -1,000 -1,500 328,500 0.02 0.01 At the End of the year At the beginning of the year 46,054 0.00 87,125 0.01 Sl. No. Name of Director / KMP 1 2 3 4 5 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): 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): At the End of the year 46,054 0.00 167 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Shareholding at the beginning of the year No. of shares At the beginning of the year 14/06/2019 (Sold) 64,312 -15,000 % of total Shares of the Company 0.00 Cumulative Shareholding during the year No. of shares % of total Shares of the Company Sl. No. 6 Name of Director / KMP 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 174,100 0.01 49,312 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): M. M. CHITALE Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): SUBODH BHARGAVA Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): M. DAMODARAN Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 8 9 10 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 At the beginning of the year 1,125 0.00 2,443 0.00 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 225 0.00 168 Shareholding at the beginning of the year No. of shares At the beginning of the year 1,327 % 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 150 0.00 1,327 0.00 - At the End of the year At the beginning of the year 08/09/2019 (ceased to be Director) 7,680 0.00 Ceased as Director 150 0.00 At the End of the year At the beginning of the year 1,500 0.00 - - At the End of the year At the beginning of the year 4,500 0.00 1,500 0.00 Sl. No. 11 12 13 14 15 Name of Director / KMP 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): 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): 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): At the End of the year 4,500 0.00 169 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Sl. No. 16 17 18 19 20 Name of Director / KMP 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): 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): Shareholding at the beginning of the year No. of shares At the beginning of the year 150 22.04.2019 (Transfer back to LIC) -50 % 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 150 0.00 100 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 94,650 0.01 150 0.00 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 150 0.00 170 Sl. No. 21 22 23 24 Name of Director / KMP 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): 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): Shareholding at the beginning of the year No. of shares At the beginning of the year 100 % of total Shares of the Company 0.00 Cumulative Shareholding during the year No. of shares % of total Shares of the Company 26/03/2020 (ceased to be a Director) Ceased as Director At the End of the year At the beginning of the year 100 0.00 - At the End of the year At the beginning of the year 90 0.00 100 0.00 At the End of the year At the beginning of the year 01-Jan-20 (ceased to be Company Secretary) 34,710 0.00 Ceased to be Company Secretary 90 0.00 At the End of the year – – 171 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 Shareholding at the beginning of the year % of total Shares of the Company 0.00 No. of shares 2,750 500 Cumulative Shareholding during the year No. of shares % of total Shares of the Company Appointed as Company Secretary on 02/01/2020 24/03/2020 (Purchase) Sl. No. Name of Director / KMP 24 SIVARAM NAIR A 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 2020 At the End of the year 3,250 0.00 Secured Loans excluding deposits Unsecured Loans deposits v crore Total Indebtedness Indebtedness at the beginning of the financial year i) principal Amount * ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) 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 1750.08 10239.61 – – – – 1750.08 10239.61 2925.22 60120.67 (2508.20) (47032.39) 1.76 – 288.55 – 418.78 13376.83 2168.86 23616.44 – – – – Total (i+ii+iii) 2168.86 23616.44 * principal amount mentioned includes interest accrued but not due. ^ Addition during the financial year includes interest accrued but not due. – – – – – – – – – – – – – 11989.69 – – 11989.69 63045.89 (49540.59) 290.31 – 13795.61 25785.30 – – 25785.30 172 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 2.592 1.830 1.710 1.350 1.350 1.140 9.972 12.447 3.409 0.180 0.180 0.225 0.180 16.621 – – – 9.008 – 3.132 – – – 5.885 – 2.083 27.179 13.207 – – – 3.374 – 1.373 6.637 – – – 2.027 – 0.912 4.469 – – – 3.023 – 1.181 5.779 – – – 2.723 – 1.043 5.086 – – – 26.040 – 9.724 62.357 744.79 B. rEMUNEraTIoN To oTHEr dIrECTorS Sl. No. Particulars of Remuneration A M Naik M M Chitale Subodh Bhargava M Damodaran Vikram Singh Mehta Adil Zainulbhai Name of Directors Sunita Sharma Thomas Mathew T Akhilesh Gupta Ajay Shankar Subrmanian Sarma Naina Lal Kidwai Sanjeev Aga Narayanan Kumar Arvind Gupta Hemant Bhargava V crore Total Amount 0.097 0.070 0.055 0.054 0.070 0.020 0.392 – 0.433 – 0.180 – 0.240 – 0.315 – 0.058 – 0.489 0.503 0.235 0.294 0.385 0.078 – – – – 0.070 0.064 0.274 – 0.273 – 0.344 0.337 – – – – – – – – – – – – – – – – – – 0.064 0.191* – – – – – – – – 0.489 – 0.503 – 0.235 – 0.294 – 0.385 – 0.078 0.255 0.255 – 0.344 – 0.337 – – – – – – – – – – – – – 0.060 3.100 3.022 6.182 6.182 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 @ Others include pension of R 3 crore and perquisite value of medical R 0.022 crore * Paid to the institutions they represent 0.050 0.085 0.080 0.145 – 0.237 – 0.198 – 0.195 0.322 0.278 – – – – – – – – 0.715 2.745 – 3.460 0.050 0.020 0.194 – – – – – – – – – 0.145* – – 0.195 – 0.322 – 0.278 0.195 0.195 0.023* – 0.043 0.043 3.459 3.022 6.675 10.135 72.492 819.270 173 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 C. rEMUNEraTIoN To KEY MaNaGErIaL PErSoNNEL oTHEr THaN Md / MaNaGEr / WTd Particulars of Remuneration Key Managerial Personnel CEO Company Secretary (N. Hariharan) till 01.01.2020 Company Secretary (Sivaram Nair) from 02.01.2020 V crore CFO 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 Not Applicable 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 dEF aULT penalty punishment Compounding 174 1.868 0.308 0.050 0.001 – – – – – 0.088 – – 0.080 0.036 1.998 0.433 Not Applicable 2.176 0.051 – 0.088 – – 0.116 2.431 details of Penalty/ Punishment/ Compounding fees imposed authority [rd/ NCLT/CoUrT] appeal made, if any (give details) NIL NIL NIL 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 dECLara TIoN 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 175 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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. 176 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 means 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 177 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 178 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 179 aNNEXUrE to tHe BoARD RepoRt ANNUAL RepoRt 2019-20 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 180 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. 181 MANAGEMENT DISCUSSION AND ANALYSIS ANNUAL REPORT 2019-20 MANAGEMENT DISCUSSION AND ANALYSIS The Indian economy has been exhibiting lacklustre growth in the face of global volatility amidst weak manufacturing, muted domestic demand and volatility in oil prices. Real GDP growth has slowed down from 6.1 per cent in fiscal 2018-19 to 4.2 per cent in the backdrop of the slowdown in private consumption, lower tax collections, fund allocation challenges at the State and Central Government levels, and a sharp slowdown in credit growth. To overcome the slowdown, various reforms were announced by the Government in FY 2019-20, viz. reduction in corporate tax rates, a scheme to provide a one-time partial credit guarantee to public sector banks (PSBs) for purchase of pooled assets of financially sound non-banking financial companies (NBFCs), recapitalization of public sector banks, relaxation of external commercial borrowing guidelines for affordable housing, setting up of a Realty Fund for stalled housing projects, merger of 10 public sector banks into four entities and revised Priority Sector Lending (PSL) norms for exports. Private sector investments continued to be muted in the areas of industrial capex and building infrastructure. Public sector spending, however, remained firm and was robust in the areas of core infrastructure, driven by the Government’s commitment to boost investment across multiple infrastructure sectors. The Government also announced the National Infrastructure Pipeline (NIP) of projects worth R 100+ lakh crore up to FY25, with a focus on energy, roads, railways, urban infrastructure and irrigation projects to provide a much-needed productivity boost to the Indian economy and fulfil India’s aspiration to become a USD 5 trillion economy by 2025. The NIP, coupled with other ’pro-business’ policy initiatives, is expected to lead to a rebound in domestic demand in the medium and long term. Global Economy The global economy had its share of upheavals in the year 2019-20. Amid prolonged trade disputes and wide- ranging policy uncertainties, growth suffered broad-based deterioration. Global trade has declined and there has been a marked slowing-down in manufacturing activities, even though the service-sector activity has held up to some extent. The escalation of tension between the US and China is expected to further dampen global growth. The fall in crude oil prices, occasioned by changes in the demand- supply position and geopolitical events across OPEC+ countries, has also had an impact on commodity prices, which have been largely depressed globally. The pandemic has led to a sharp contraction in the demand for oil and commodities, and recovery is likely to happen only after global economies tide over the COvID-19 crisis. Fragilities in the financial sector in a number of economies continue to remain a concern, though this has been partly addressed through increased liquidity, which has been boosted by a series of stimulus measures undertaken by all large economies. 182 COVID-19 Outbreak The pandemic and the nationwide lockdown that it triggered has dealt both demand and supply shocks to the economy, with wide ramifications on revenue collections and economic growth. It is likely to take quite some time for the consequent stress in the economy to be relieved and for growth to revive. The crisis has prompted the Government to announce a series of monetary and fiscal relief packages designed to inject liquidity into the system and provide relief to stressed sectors. While these stimulus measures will provide relief to the affected people and some industries, the slowdown in economic activity is expected to significantly lower India’s GDP growth in FY 2020-21. Global supply chains have also been threatened by the pandemic. Governments around the world have been quick to respond to the crisis by implementing meaningful stimulus measures through a combination of fiscal and monetary easing, increased health spending and direct support to cover losses in incomes and revenues. Sustained efforts from Governments, focused on these measures could soften the economic impact of the Coronavirus. Against this backdrop, the Company has undertaken a series of measures to mitigate the crisis, which includes securing the safety and livelihood of its staff and sub- contracted labour working at project sites, curtailing and reducing overheads at all operating levels, enhancing liquidity on its Balance Sheet through increased market borrowings and controlling working capital requirements through a mix of judicious cashflow planning and measured project execution. Digital @ L&T At L&T, digital technologies have made a significant impact in data-driven decision making. Plant & Machinery remote monitoring cells are a case in point; powered by Industrial IoT and Artificial intelligence, these cells enable remote monitoring, provide advanced analysis and insights, and facilitate decision making for plant and machinery operations. For instance, in one such remote monitoring cell, a plant & machinery head is analysing equipment productivity vs. internal hiring charges to take decisions on hiring of concrete batching plants. An engineer zooms into the dashboard of a tower crane operating thousands of kilometres away to analyse and understand utilization and lifting patterns. Factory heads are able to centrally monitor and benchmark OEE of manufacturing plants located across the country. Today, more than 50 digital solutions have been deployed across the organization – spanning bidding, engineering, procurement, construction, manufacturing, supply chain, safety, quality, customer experience and finance. These digital solutions are designed and developed leveraging Artificial Intelligence (Machine learning, Computer 183 MANAGEMENT DISCUSSION AND ANALYSIS ANNUAL REPORT 2019-20 vision, Natural Language Processing, Natural Language Understanding, Conversational AI), Industrial IoT, Cloud computing, virtual reality, Augmented reality, and Geospatial technologies. All these solutions are deployed at scale enabling significant improvement on operational efficiency, accelerating project completion, enhancing workplace safety and improving quality. Digital for construction & project businesses Asset Insight, L&T’s connected equipment platform, acquires a variety of operational, performance and health data from construction equipment, analyses this data by leveraging advanced analytics, AI and machine learning, and provides necessary insights to project and operations personnel. Today, more than 11,000 equipment across various project sites are connected to the Asset Insight, streaming real-time equipment data. Insights derived from the Asset Insight platform have enabled L&T to increase equipment productivity, enhance capacity utilization, right-size assets, improve fuel efficiency, reduce capital expenditure and much more. WISA – Worker Induction and Skills Application is an end-to-end digital solution for smooth on-boarding of blue- collar workers into construction sites. This solution spans mobilization, screening of records, KYC, health screening, skill grading, attendance management, performance records and observations, appreciations, violations, and training management. Today more than 300,000 workers are on-boarded in WISA. This solution extensively leverages mobile technologies, statistical analysis, and artificial intelligence to provide insights that have enabled faster mobilization of workers, reduction in on-boarding lead time and better understanding of the demographics and performance of our workforce. Integrated safety platform provides holistic visibility, analysis and insights to improve workplace safety across all construction sites. More than 10,000 forms are submitted digitally every day giving visibility into prestart checklists, work permits, near misses, incidents, safety observations, inspections, audit findings, safe and unsafe conditions. This data is analysed to arrive at an integrated safety performance score-card. Natural language processing helps in analysing the free text entered in the forms to categorize the safety incidents and provide targeted safety training. Computer vision helps detect safe and unsafe conditions and acts based on the photographs captured during the form submissions and using the CCTv footage. More than 50 virtual Reality (vR) based safety modules have been created, covering different scenarios such as working at height, excavation, tower construction and so on. These vR modules are pre-installed in portable vR devices and distributed across various construction sites. Safety awareness sessions for workers using these vR modules create a vivid immersive experience about safe work practices. At the place, by the person, at the time of work: This is the guiding principle of Procube, a progress-monitoring solution. This mobile-enabled solution helps capture project progress information in near-real-time. This data is further analysed using statistical analysis and machine- learning techniques to provide insights to different project management stakeholders with role-based visualization. These insights enable project managers and operations personnel to take informed decisions for removing constraints and adding resources that enable timely completion of projects. Geospatial solutions use a range of sensors (Lidar, Radar, Sonar, Thermal, Optical) mounted on multiple platforms (Terrestrial, Mobile, Aerial) for capturing geographical information. A variety of analyses – such as temporal analysis, flood flow analysis, cut-fill analysis and quantity estimations – are performed on this data to provide location-based intelligence and insights. This is further integrated with data from other digital solutions to provide map-based integrated dashboards and visualizations to different stakeholders. These solutions enable multi-fold improvements in accuracy and time taken to acquire and analyze geographical information. This results in better design and estimation as well as faster start of procurement and execution. These digital solutions provide high-velocity data with a significant volume and huge variety. Alchemy, an advanced analytics and artificial intelligence initiative, helps in understanding, analysing and deriving insights from this data. For instance, statistical analysis is used extensively on weighbridge data to detect weighment anomalies and provide real-time alerts. Natural language processing helps in automatically comprehending large complex contract documents and flag risky clauses. Machine learning techniques are used for analysing equipment condition and predicting failure to improve equipment availability. Conversational AI is used to provide seamless interaction between humans and systems through FAQ bots, information bots, transaction bots, and knowledge bots. Digital for manufacturing businesses Embracing Industry 4.0: The Internet of Things for manufacturing has been applied to connect machines, cranes, welding machines and other equipment across various manufacturing plants for remote monitoring and maintenance. Installing multiple sensors and intelligent 184 gateways on the machines and equipment enables the business to obtain real-time operational, production and condition-based data without human intervention. Some of these data points are location, movement, arcing time, switch on and switch off time, idling time, work done, number of hours worked, pressure, temperature and welding consumables consumption and many other variables, depending on the type of equipment. Laser & Radiography: These technologies have helped reduce the job set-up times from days to hours, automate non-destructive quality testing methods and integrate manufacturing processes for real-time information visibility. Mobile Applications: All digital applications are made mobile first to ensure real-time, anytime and anywhere information visibility across the enterprise. Smart Glass: These wearables allow our customers to undertake remote inspection of their work-in-process orders in a collaborative manner. This has helped the Company to save the time and energy spent on third party or customer inspections, thereby facilitating faster time-to- market of products and faster delivery of customer orders. RFID / Near-field communications (NFC) / Beacons: These technologies have been widely used for real-time monitoring of workers entering hazardous areas, monitoring and tracking of materials across the supply chain, monitoring of materials at open-storage locations and tracking of moving assets across project sites. Virtual Reality and Augmented Reality are used to create captivating experiences such as augmented technical training of products, enabling the sales team to gain a higher order conversion ratio and an immersive 360-degree view of products. This technology has also been applied to increase the work safety at project sites. The application of this technology in scenarios such as working at heights, material handling, working in confined spaces, heavy vehicle management, high temperature welding and working in marine environments has helped create a vivid immersive experience and imprint the rules of safety firmly on the minds of the workers. Artificial Intelligence is used across the value chain in applications such as cognitive comprehension of bid documents, price prediction, image analytics to automate quality testing, contractual risk analysis and auto-validation of in-bound material quality. Implementation, Change Management & Benefit Realization Over the last four years, digital solutions have been rolled out pervasively across the business with speed and scale at every project site and every manufacturing plant. Employees on the field actively use these digital solutions. This has been made possible by continuous engagement, training, active change management and governance. L&T is a diversified organization with a variety of businesses. Its Digital Council is a confluence of digital leaders from all L&T businesses under the aegis of the Chief Digital Officer of L&T. The Council provides a platform to discuss ideas, understand challenges, adopt best practices, leverage technologies and solutions implemented across different businesses. It provides the necessary direction, governance and oversight for driving digital initiatives within L&T. With digital solutions deployed at scale, cyber security assumes paramount importance. All the digital solutions are designed and developed with in-built security principles under the guidance of the Company’s Chief Information Security Officer. All the solutions are subjected to frequent security reviews, testing and monitoring. Regular governance meetings involving the CISO team and the Digital Council enable key digital stakeholders to take stock of the current status, understand the cyber risks, and adopt relevant mitigations and counter-measures towards enhancing cyber security. SPEED, a structured programme for benefit realization from digital solutions, has been in operation for the past 2 years. This programme has different tracks for driving adoption of digital solutions, programme management and governance, KPIs and benchmarking, and driving actions based on insights derived from digital solutions. The SPEED programme has helped create significant business impact from digital solutions. Outlook Digital transformation can be broadly categorized into four areas; transforming operations, building connected products and services, transforming customer experience, and creating new business models enabled by digital. So far in L&T, the digital solutions were focussed on transforming operations. The Company is now in the process of developing digital solutions in the areas of connected products and services and customer experience. Digital solutions have assumed greater importance in the current environment. The progress made in digitalisation will put the group in an advantageous position to leverage technology to devise newer ways of working safely and efficiently under ever-changing circumstances. Further, with in-house success, the digital solutions are ready to be marketed, creating a new business portfolio for the organisation. 185 MANAGEMENT DISCUSSION AND ANALYSIS ANNUAL REPORT 2019-20 Information Technology The business environment today is rapidly evolving with the emergence of new technologies, and a high-stakes global game of digital disruption is currently under way. It is fuelled by the latest wave of technology: advances in Artificial Intelligence, data analytics, robotics, the Internet of Things, and new software-enabled industrial platforms that incorporate all these technologies and more. Every enterprise leader recognizes that, as a result, the prevailing business models and the way of working in his or her industry could drastically and fundamentally change. Add to this, the interconnections between corporate networks and other networks to conduct business online. The technology innovations being rapidly adopted online have created access across people, information, systems and assets worldwide. We are today, in the true sense of the word, a network-delivered society. At L&T, we are constantly enabling business with such innovative technologies to enable collaboration between individuals, and between people and machines. This reduces friction and deepens insights to facilitate quick decision making. It is not enough to just bring in technology; its adoption is far more important. A special IT group is formed to handhold the users. Technology always has a flip side – and that is cybersecurity. A special taskforce has been formed under Chief Information Security Officer (CISO) to keep a tab on all such developments, guide the organization and create a cyber- safe environment to conduct business. The proof of virtual presence through IT was put to test when, due to the sudden disruption caused by COvID-19, the staff had to shift to Work From Home (WFH) mode for the first time. The IT systems built over the period ensured a smooth transition. In addition, the Company’s IT infrastructure was upgraded / modified on a war-footing to enable WFH for almost all the employees and also enable them to connect across locations without worrying about productivity dips. Adequate training was provided to employees to enable them to handle such situations. Additional cybersecurity controls and 24x7 monitoring mechanisms were implemented. This enabled the Company to execute business as usual in unusual times. Human Resources Manpower - the key resource in business and more so in project and services businesses - is the pillar of business growth. A strong organisation supported by an evolving leadership continues to play a key role in the success of a business. L&T can confidently affirm having a robust leadership pipeline to support current and future business requirements. The Company’s signature leadership development practices continue to be designed and deployed so that leaders are identified, developed and groomed to take up larger responsibilities, faster. The Development Centres, pivotal to the Company’s core philosophy of grooming internal talent, ensure that the right leadership talent is identified through a rigorous process. To reflect the changing business context and the required leadership capabilities, the Development Centres have been revamped across different levels. Additionally, they have been digitised and training can be imparted virtually. The outcomes of Development Centres are used for talent management, succession planning, training and leadership development. The Development Centre’s efforts are augmented by the Seven-Step Leadership Programme, developed in-house. The programme provides access to world-class management gurus from the most reputed institutions from across the globe and curates learning experiences which are not only transformational for the participants but result in breakthrough outcomes for the organization. The Action Learning Projects that participants undertake not only help them to assimilate and apply the learnings but also to work on live business improvement projects under the guidance of high-calibre business leaders. The mentoring programme, in which senior executives including the Group Chairman, CEO & MD and other Directors and Business Heads mentor emerging leaders, serves as the ultimate leadership experience that few organizations can provide. These initiatives have ensured a steady talent pool of leaders. The Company has been developing project management capabilities which are key for the success of its core businesses through its Project Leadership Programme. This will augment the project execution capability building efforts spearheaded by the in-house Institute of Project Management. L&T’s Leadership Development Academy at Lonavala, its captive Technical Training Institutes along with the Corporate Learning and Development Centre, continue to provide a world-class learning eco-system with high quality and business-relevant capability-building programmes that augment the skills and abilities of the human resources of the Company. To sustain a culture of safety, which is of paramount importance for the Company, the Corporate Learning & Development team offers specialized programmes to train employees and integrate safety in every aspect of work. To develop internal training capabilities in EHS, the Company has partnered with the National Examination Board in Occupational Safety & Health (NEBOSH) and The Institution 186 of Occupational Safety & Health (IOSH) to become an accredited course provider for its employees. L&T’s Corporate Technology & Engineering Academy (CTEA), with centres at Madh and Mysuru, plays a critical role in bridging the skill gap of young engineers, making them job-ready and focussing on developing their technical competence by providing hands-on training in contemporary technologies. L&T has been at the forefront of digital learning. Its state-of-the-art Artificial Intelligence and Machine Learning-driven learning experience platform ATLNext won the prestigious People Matters - Learning & Development Award 2019 in the ‘Best in L&D Technology and Analytics’ category. The digitalisation of HR processes received further impetus during 2019-20. The digital roadmap put in place an integrated cloud-based platform to anchor all talent processes. This platform harbours a contemporary and transparent interface for the employees and includes HR processes as diverse as employee life cycle operations, performance management, leadership development, efficient query management and robust data for HR Analytics. In addition, digital platforms are being planned for talent acquisition and learning management; these digital platforms will be seamlessly integrated with existing platforms so as to provide a superior employee experience and to be leveraged for organization-level talent interventions, reviews and data-driven decision making. These investments in digitalisation of HR processes ensured minimal disruption to work during the COvID-19 crisis, ensuring that employees are productive and engaged while working remotely during the lockdown. L&T continued to be recognised externally for its Human Resources practices. Forbes magazine again named L&T amongst the global best employers. The 2019 Randstad Most Attractive Employer Brand Research ranked L&T #6. Business Standard named L&T ‘The Company of The Year’. Apart from these accolades, L&T received other rankings, such as the Business World ranking of #12 in the Most Respected Companies list, Business Today, People Strong ranking at #13 in the Best Companies to Work for 2020, Universum ranking at #7 as Most Attractive Employers in India amongst engineering students – affirming its stature as a strong employer brand. The signature Technology Leadership Programme for the Defence business received the SHRM HR Excellence Award 2019 – recognition as a best practice in developing leaders for tomorrow. COVID-19 Response The HR response to COvID-19 was timely, caring and effective, ensuring the safety of over 250000 personnel operating across 200+ sites and offices in India and overseas. As soon as the first signs of the pandemic emerged, a robust structure and comprehensive process was put in place to collate information and take quick decisions. Under the aegis of the Executive Committee, a Direct Response Team comprising senior executives was set up. This was followed by local leadership teams being set up for the respective businesses, regions, projects, clusters, manufacturing sites and offices. The HR Council, comprising HR Heads of the businesses, swung into action to integrate the efforts at the enterprise and local levels. A system of daily monitoring and reporting of COvID-19 suspected and positive cases was put in place. Periodic health advisories and SOPs were issued on what steps should be taken towards the safety of employees, contractual personnel and their families, apart from the security of business assets. These ensured timely, clear and consistent communication. Government orders were suitably communicated to ensure strict compliance. In the wake of the lockdown, adequate measures were taken with speed and agility – including setting up a medical helpline, a counselling helpline and the necessary IT infrastructure to facilitate ‘Work From Home’. Work From Home guidelines were issued, and detailed plans and infrastructure was put in place to ensure that employees not only complied with the Government guidelines to stay safe but also remain engaged and productive while working from home. Additional e-learning and virtual training infrastructure was immediately set up to facilitate capability-building. A host of webinars curated in-house, by academic institutions and training partners were offered to employees on a wide range of themes relevant to business as well as mental well-being. Taskforces were set up to take up projects for process improvements and various other initiatives. The CEO & MD and the Business Heads have undertaken a massive communication exercise through different media to reach out to all employees and apprise them of the current situation, what actions were to be taken and how the future was likely to unfold. This served as a very effective platform for top-down and bottom-up communication. 187 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 INFRASTRUCTURE BUSINESS Sector Performance in FY 2019-2020 The Infrastructure sector is a key driver for the Indian economy, and contributes to India’s overall development. The sector, accordingly, receives focused attention and resource allocation from both Central and State Governments. FY 2019-20 was a challenging year both for the Indian economy, which performed below its true potential, as well as the construction sector, which recorded a six-year low growth of 1.3%. Cement production saw a marginal decrease of 0.8% in FY 2019-20 as compared to 13.3% increase in FY 2018-19. India’s crude steel production was down by 1.5 percent and finished steel production was flat at 109.2 MT in FY 2019-20 against 110.9 MT in FY 2018-19. Despite the challenges, the Government’s thrust areas continued to provide a business opportunity basket for the Company, which was in the pole position to capitalize on the business prospects that came to fruition during the year. The continuing weakness in the Realty sector was countered with a Government focused boost to the affordable mass housing and health segments. With the Government’s focus on improving air-connectivity, opportunities in the airport segment continue to arise at periodic intervals. Al Wakrah Bypass Road Project, Qatar The construction of highways slowed to 28 km a day during FY 2019-20, from 29.7 km a day achieved in FY 2018-19. The Ministry of Road Transport & Highways is hopeful of increasing it to 32 km a day in FY 2020-21. Competition in this sector has increased with a higher frequency of smaller-sized bids attracting interest from smaller players. This sector is also beset with challenging payment terms in Government tenders coupled with slow progress in land acquisition. With a discernable thrust on renewable energy, the award of some contracts in this area has been gaining momentum, which has offset the tapering of prospects on centrally sponsored intensive electrification projects under the ‘Saubhagya’ initiatives. As on March 31, 2020, over 26 million households have been provided with electricity connections under the Scheme. As the implementation of Mass Rapid Transit System (MRTS) at various metros progressed well, the Government’s focus has turned to Tier II cities, and opportunities are being sighted there. The Government’s emphasis on augmenting local water resources launched under the Jal Jeevan Mission is also giving rise to good prospects. Under the National Infrastructure Pipeline (NIP), roads, urban and housing, railways, power (renewable and 188 Hyderabad International Airport, Telangana conventional) and irrigation comprise ~80% of the total plan. This investment and initiative from the Government will create a good opportunity for the infrastructure sector in the coming years. Public sector spending on the Infrastructure sector, as a whole, continues to witness focused attention through a combination of Central, State Government and PSU capex. The combined Budgetary Capex spends (including PSU Capex) amount to over R 16 lakh crore for FY 2020-21, which translates to over 7% of expected nominal GDP. The COvID-19 crisis is likely to adversely affect revenue collections and GDP growth in FY 2020-21, which in turn could lead to contraction of spends on Infrastructure. The Central and State Governments are attempting to mitigate the impact of lower tax collections through significantly higher market borrowings than originally budgeted for the year FY 2020-21, and the increase could be in the region of R 9 lakh crore. Multi-lateral funding of projects, which has increased in recent years, is providing additional resources for building infrastructure within the country. On the international front, amid geo-political upheavals, the Middle East countries have been investing in non-oil capex as well, which has offered some business opportunities to the Company, especially in Saudi Arabia and the UAE. Geographical diversification has been yielding results in the last few years, and the segment saw some big-value successes in countries other than the Middle East region. The Infrastructure business, which faces normal execution challenges in terms of ‘Right of Way’ and delayed client clearances, encountered some unprecedented issues in FY 2019-20. Change in some State Governments, led to reassessment of awarded contracts, while some environmental-related work stoppages adversely affected work progress in some projects. The impact of these challenges was accentuated with the onset of the pandemic in the last fortnight of the financial year, which slowed down the economy, with the lockdown being implemented by various Governments. The pandemic has affected execution in the last quarter of the year, which otherwise is the busiest quarter for the segment in terms of progress and collections. This has had an impact on both revenues and profits, since the sites had to be shut temporarily. With the changing environment, the project sites are also required to adapt to a new set of norms for continuation of work, which will hamper progress for some time. The impact of the pandemic is expected to continue into the next financial year, and may taper off as normalcy gradually returns. 189 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Motera Cricket Stadium, Gujarat Ford Global Technology & Business Centre BUILDINGS AND FACTORIES Overview: L&T’s Buildings & Factories (B&F) business is the leader in Engineering, Procurement and Construction (EPC) of airports, hospitals, stadiums, retail spaces, educational institutions, IT parks, office buildings, datacentres, residential buildings, high- rise structures, mass housing complexes, cement plants, industrial warehouses, and other factory structures in India and overseas. The business is well-known for its capabilities in constructing engineering marvels and landmark structures. The business comprises six business units (BUs) – Airports, Health, Public Spaces, IT & Office Space (ITOS), Residential Buildings and Factories. Airports: B&F offers design-and-build solutions for passenger terminal buildings and allied service buildings, and cargo terminal buildings, with integrated airport system solutions like baggage- handling systems, passenger-flow monitoring system, passenger boarding bridges, visual docking guidance systems and other facilities. Health: This business unit handles hospitals, medical and nursing colleges. Healthcare 190 infrastructure is delivered with end-to-end healthcare facilities, including medical equipment, right from concept to commissioning. Public Spaces: Design and execution of special structures like tall statues, metro stations, convention centres, secretariat buildings, hotels, malls, integrated development and educational institutions are handled by this business unit. IT & Office Spaces: This business unit focuses on providing turnkey solutions for IT and office spaces. Leveraging the strong mechanical, electrical and plumbing (MEP) competencies of B&F, it also offers concept-to-commissioning services for building Data Centres. Residential Buildings: This business unit is a prime EPC solutions provider of elite, affordable and mass housing projects. Factories: This business unit is a one-stop solution for the EPC requirements of factories like cement plants, automobile plants, glass manufacturing and food processing plants. In line with L&T’s Perspective Plan 2026, the business is venturing into a new segment – B&F Fast – to explore and create value from advanced construction technologies such as Prefabricated Academic Block for West Bengal Medical College Asian Paints Factory, Mysuru Prefinished volumetric Construction, Offsite Manufacturing, Structural Steel Construction and 3D printing. the health care segment, in which B&F has a proven expertise of handling design, turnkey execution including the supply and commissioning of medical equipment. A state-of-the-art design facility, competency cells, advanced formwork systems, highly mechanized project execution, digitalized project control and a talented pool of employees helps sustain the leadership position of the business, retain key customers and secure major orders. An efficient supply chain and extraordinary project management expertise, acquired over decades, adds to the competitive edge. Business Environment The Indian economy started the year FY20 on a high note with higher GDP growth projections of up to 8% year on year. Government of India’s intention to drive more investments into developing infrastructure and thereby improving the growth, was evident in the Union Budget 2020. The tax sops for sovereign wealth funds investing in infrastructure sector, proposal of an Investment Clearance Cell, viability gap funding for projects in healthcare and logistics were some of the initiatives proposed. The allocation of funds towards the National Infrastructure Pipeline, announced earlier by the Finance Minister, has also offered promise to the Infrastructure industry, specifically The data localization policy has also paved the way for more Datacenters in India, a segment in which B&F has concept to commissioning capabilities. The real estate industry was the focal point of the Indian economy in FY 2019-20, but not for the ideal reasons. The Government of India had announced substantial relief packages to support the real estate industry by improving liquidity and enabling developers to come out of stuck realty projects. However, sizeable orders emerged from the affordable and mass housing industry and major developers from elite housing business were making a move to capture the market in this segment. Assembly elections and the political instability that followed had created problems viz. delayed tender results and lack of clarity in governmental policies and decisions in this fiscal. Additionally, the spread of the COvID-19 pandemic towards the end of the financial year and the consequential lockdown has posed severe concerns for the economy. Construction activities across the country have been impacted due to the lockdown. 191 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Godrej The Trees, Mumbai Government Medical College Hospital, Madhepura Major Orders secured • CIDCO Housing Project at Navi Mumbai • One of the largest greenfield airports in India at Navi Mumbai • The largest cricket stadium in the world at Motera, Gujarat was substantially completed and was the venue for the meeting between the Prime Minister of India and the President of the US • AIIMS Gorakhpur’s OPD block was completed and • Mandarin Oriental Hotel, Muscat in Oman handed over Key projects completed Key projects commissioned during the year include: • Government Hospital & Medical College, Madhepura, Bihar • Ford Global Technology & Business Centre, Chennai • ITC Royal Bengal, Kolkata • Police Bhawan – Signature Building, Lucknow • Prestige Song of the South, Bengaluru • Asian Paints Factory, visakhapatnam The business has also achieved important milestones in the execution of major landmark projects, as given below: • The pitch-laying process was completed at the Al Rayyan - FIFA Stadium, Qatar in under 12 hours Awards The business has received numerous accolades from renowned international and national agencies for its superior standards in EHS and quality. • Bengaluru International Airport Project bagged three coveted awards from the Confederation of Indian Industries – Southern Region • Multiple International agencies – such as Project Management Associates (PMA), American Concrete Institute (ACI) and Engineering News Record – have showered praises on the construction of the iconic Statue of Unity project in Gujarat • The Prestige Lakeside Habitat secured the ACCE(I) Billimoria Award for ‘Excellence in Construction of High-rise Buildings’ • South Asia’s largest skybridge weighing a massive 2000 MT was erected in 8 hours at ITC Colombo by the in-house team • WIPRO Kodathi was conferred the ICI (BC) Birla Super Endowment Award for the Outstanding Concrete Structure of Karnataka 2019 in the Building Category 192 ICC Towers, Mumbai IKEA Navi Mumbai • Police Bhawan, Lucknow was conferred an award by ICI Ultratech – Lucknow Centre, for the Outstanding Concrete Structure of 2019 in the Institutional Building Category The Digital Stores initiative has digitized the processes of indent generation, approval, material issue and indent creation in an ERP system. The data generated through this application has helped in better inventory management. Significant Initiatives The business has been the frontrunner in developing digital applications customized to serve its project sites in streamlining various activities and statutory processes. Apart from the consistent success in employing advanced Building Information Modelling (BIM) in construction, the business was able to leverage the latest technologies like Geospatial Information System, Image Recognition, Artificial Intelligence and Robotic Process Automation through various applications developed in-house. Geospatial technology using LiDAR (Light Detection and Ranging) was utilized to map existing structures and create 3D models. The Workforce Induction and Screening Application (WISA) is extensively used to digitize the workmen induction process and build a database of over 2 lakh workmen including their skill details and images captured using face recognition technology. Robotic Process automation helps in replacing human effort in mundane activities like indent creation and other accounting functions. Using 3D-printing technology, the team successfully printed a 2.8 m-high residential building at Kancheepuram, the first full-scale 3D-printed building in India. The mix design developed by the team enabled the use of crusher sand in 3D printing of concrete for the first time in the world. Further research is in progress. Environment, Health and Safety The business has rolled out its EHS Professional Development Programme (EHSPDP) and comprehensive Risk Management training for front-line engineers to ensure better EHS practices. In an effort to develop a positive safety culture based on the principles of BBS (Behaviour Based Safety), SIM (Safety Improvements made by Me) has been introduced. To date, more than 4000 interventions (SIM cards) were made at all levels of employees at the project sites. As a testimony of superior EHS standards, the business was certified for ISO 45001:2018 Occupational Health & Safety on June 13, 2019 by M/s DNvGL. 193 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 ITC One - Colombo, Sri Lanka ITC Royal Bengal, Kolkata Significant statistics for the year include: • 93% of projects achieved Zero Accidents status • 65 projects achieved more than 3 million safe man-hours • 20 projects achieved more than 10 million safe man-hours The business was conferred several prestigious awards during the year, including: • British Safety Council’s Sword of Honour, for the fourth consecutive year, with ten of its projects securing the award • The Royal Society for the Prevention of Accidents (UK)’ Gold Awards for Occupational Health & Safety for eleven projects • 18 National Safety Council awards in various categories The business has also taken up several initiatives to safeguard employees and workmen within the country and abroad at the onset of the pandemic. The various project sites across India are housing workmen in labour camps equipped with all essential facilities, medical care and competent supervision. COvID-19 Emergency Response Teams (ERT) constituted at the cluster-level pan-India are tasked with reaching out to staff, especially those at project sites, to check on their well-being. The business has also banned the use of single use plastic in all forms across all offices, sites and establishments. Human Resources With people as the prime assets, the business ensures that it nurtures talent through new initiatives and value-adding training programmes. The business has introduced a Testing & Commissioning Management Development Programme to develop a specialist group of individuals to deliver Testing & Commissioning of Airports, Data Centres and Smart Buildings. To further develop a specialist group of ‘Finishes professionals’, a customized programme covering Masonry & Plaster, Dry Finishes, Wet Finishes, Interiors and Façades was launched in December 2019. Risks and Concerns The housing and real estate business is increasingly witnessing the political risks of Government decisions being reversed and projects halted due to changes in regime in the States. A robust political risk index is conceived and being developed to effectively identify and mitigate the same at the bidding stage. In the case of a few projects, specifically Government projects, hand-over of encumbrance-free sites on time, remains a key issue that halts the project’s momentum. In jobs executed on a design-and-build contract basis, frequent changes in design by the client and 194 Prestige Song of South, Bengaluru TANCEM Cement Plant, Tamil Nadu client-appointed consultants are a huge concern. Though in-house Engineering, Design & Research Centre (EDRC) is proactive and is improving continuously by documenting and implementing the learning from previous experiences in new jobs, unexpected changes suggested by clients hinder timely completion of jobs. Such changes are thoroughly documented and communicated to clients by the Contracts Administration team to pursue claims. The strategy of the business to develop a specialized vertical – B&F Fast – to modularize, standardize and focus on ‘prefab plus assembly’ building solutions for different types of buildings is a step towards mitigating the growing risk of the non-availability of skilled manpower in the industry. The solution will also cater to the increasing need of customers for quicker construction. Presently, the world economy is facing a downturn triggered by the COvID-19 pandemic, which has spread to almost all the countries across the globe. The Infrastructure industry is among one of the badly affected industries due to the contagion-led lockdown and eventual new norms of working. It has also impacted the supply chain and the availability of the workforce. The business is working on identifying different scenarios and preparing contingency plans for each scenario. All necessary measures are being taken to ensure the collection of payments due and to have a hard look at fixed costs and optimize overheads during the lockdown period. Outlook Currently the economy is opening up with restrictions on construction activities completely lifted. The lockdown has led to a reduction in consumption demand in the country, leaving government spending in social sectors as the key driver of economic growth. The opportunities for the business in the upcoming year will be majorly from Healthcare industry, as increased government spending is expected in this segment. Also, there is a negative sentiment about China and many countries currently are looking to move out of China which was their manufacturing base. This is expected to trigger opportunities for the factories segment in B&F as most companies are likely to set up their manufacturing establishments in India. However, the commercial and residential real estate business in the country will witness a prolonged impact of the pandemic. The investments into the development of Airport construction may slow down and are expected to rebound only during the latter part of FY 21. The major challenge for the construction industry will be supply chain disruptions including limited availability of labourers as the migrant workers constituted a very large share of the workforce. The business has already initiated the implementation of long-term solutions to face such challenges like reducing the dependency on human resources by leveraging advanced construction technology. 195 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 A section of the 13km Phase 1 of Mauritius Metro Also, the business is considering implementation of techniques like Zero Based Budgeting for cutting down unnecessary expenses and optimizing resource utilization. On the international front, B&F will employ a cautious approach in the Middle East and also while exploring opportunities to enter new geographies like Bangladesh and Africa. The business is confident of its ability to tide over the challenges arising from subdued demand and executional challenges through its customer- centric approach, construction expertise and technology leadership in the industry. TRANSPORTATION INFRASTRUCTURE Overview: L&T’s Transportation Infrastructure business (TI) is one of the oldest, largest and most reputed EPC contractors in India in the Road, Railway and Airport sectors and has two Strategic Business Groups (SBGs), namely, Roads, Runways & Elevated Corridors (RREC) and Railways Business Group (RBG). 196 The RREC’s major business unit, the Roads & Runways BU (R&R), provides EPC Design & Build Construction services for all types of roads (asphalt and concrete) including all associated structures, cross drainage, toll booths, wayside amenities, etc., to NHAI, MoRTH, State Governments and certain private clients. In the Airport sector, the R&R BU undertakes EPC construction of complete airside infrastructure, namely, runways, taxiways, aprons, airfield ground lighting, fuel hydrant systems, etc., both greenfield and brownfield. The R&R BU is also a pioneer in providing complete civil infrastructure for greenfield city infrastructure projects, e.g. Smart Cities. The Elevated Corridor Segment (EC) is engaged in EPC construction of all types of urban flyover projects for City Traffic Decongestion, and the Dedicated Freight Corridor Corporation of India (DFCC) - civil works projects in both the Eastern and Western Dedicated Freight Corridors. The Railways SBG (RBG) consists of the Mainline Business Unit (MLBU) and the Metro Business Unit (MTBU). The MLBU provides EPC construction services for all Mainline Railway Projects, Western & Eastern Dedicated Freight Corridors including Track Laying, Overhead Electrification, Dedicated Railway Linking for Port & Mining facilities, etc. Area Development Works, Bidkin, Maharashtra Runway for Bengaluru International Airport The MTBU executes EPC projects for all Signalling & Telecommunication Systems Works, Mass Rapid System Projects for metro projects in India, Riyadh Metro, Dhaka Metro and end-to-end Integrated Transit System complete with Civil and Systems Works (Mauritius Light Rail Transit – LRT). On the international front, the business recently completed several large and complex road projects in the UAE, Oman and Qatar. The RBG is currently executing major projects in Mauritius and Bangladesh. The business leverages its vast experience in project management, engineering design and construction management to achieve international standards of safety, quality and operational efficiency. It has engineering design centres in Mumbai, Faridabad and Chennai. In addition, it has a Competency Development Centre at Kancheepuram for the RBG and a Workmen Training Centre at Ahmedabad for the RREC. In FY 2019-20, the transportation infrastructure business has executed approximately 1 million sq. mtr. of airside construction, 1347 lane km of roads, 389 km of track linking and 981 km of Railway Electrification (OHE). Business Environment a) Roads, Runways & Elevated Corridors Over the last 5 years, the budgetary support for road construction has seen a steady increase. However, the award of contracts has shrunk significantly in FY 2019-20 owing to land- acquisition issues. The delay in the financial closure of Hybrid Annuity Model (HAM) projects has impacted the Government’s ambition to infuse private investment into the sector. Any shift towards a higher proportion of EPC projects will impact NHAI’s awarding capability due to higher funding requirement for civil works related to EPC projects. Due to difficult contractual terms, the working capital requirement for road projects is becoming very high. The delays in settling contractual issues like extension of time, arbitration award, etc., are compounding problems. In FY 2019-20, approximately 5,100 km of road were awarded and 9,855 km of road were constructed. Construction of highways at 28 km/day in 2019-20, has been steady from FY 2017-18 onwards, with an increased focus on delivery of projects. The market continues to have many small EPC contractors, consequently intensifying the competition. In the year 2019-20, a few major airports have been initiated, such as the Delhi International Airport and Navi Mumbai International Airport, providing opportunities for the business. 197 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Rewa-Katni-Jabalpur Road City Infrastructure Development has seen a lull in orders in FY 2019-20, with no significant awards. The Delhi–Mumbai industrial corridor is at an advanced stage, with multiple projects substantially completed in Dholera and Bidkin industrial township. The Government announced a National Infrastructure Pipeline with a total outlay of R 100+ lakh crore for FY20-FY25. Out of this, 19% of the capital expenditure is earmarked for Roads, which is expected to give a considerable boost to the sector. b) Railways: The Indian Railways (IR) has significantly improved its EPC tendering model. The new EPC tender document (Single Stage 2 packet) has been finalized, with industry suggestions suitably incorporated. However, the IR needs successful and faster implementation of EPC tendering. No major project was awarded in FY 2019-20. High Speed Rail, the tendering for which was expected to gather momentum, has been deferred, with the major bids being extended multiple times. Steady projects in metro rails in various States are expected to help increase business. The Public-Private Partnership (PPP) component has been made mandatory for availing Central assistance for new metro projects. Major Orders • Navi Mumbai International Airport - design, engineering, procurement and construction of Passenger Terminal Building, runway, taxiways and aprons, landside roads, utility infrastructure and drainage • Delhi International Airport Limited – Fuel Hydrant System • Three Systems packages on EPC basis for the Eastern Dedicated Freight Corridor • EPC Overhead Electrification job from CORE • Track works for two packages of Mumbai Metro Line 3 Projects Completed The business has completed the following projects: • Rewa–Katni–Jabalpur–Lakhnadon Road Project – 4 Packages, 288 km, 4-lane, Madhya Pradesh • Bijapur–Humnabad Road Project, 220 km, 2-lane, Karnataka • Raipur–Bilaspur Road Project, 42 km, 4-lane, Chhattisgarh • Hospet–Chitradurga Road Project, 108 km, 4-lane, Karnataka • North–South Parallel Runway commissioned for Bangalore International Airport, Phases 1 & 2 198 RTA 1028 Road Network, Dubai • Kanakura–Madar section (OHE – 294 TKM) and the Alwar–Bandikui section (OHE – 68 TKM) under the Design Acceleration Initiative of the RREC business • Khaliapali–Loisinga (11.15 TKM) track section of the • Aurangabad–Karodi Road project milestone II achieved 6 Sambalpur–Tilagarh Doubling Project months ahead of time • GMRCL – Meg Track Project – Priority Stretch (13 TKM) • Hyderabad Metro OHE and Track Package (25 TKM) • Track-linking for the Rewari–Iqbalgarh section of CTP 1&2 (1400 TKM) • Commercial Trial runs are in progress in the Rewari– Madar section • Mauritius Light Rail Transit system (Phase I, 25 TKM) • Roads and Transport Authority (RTA) 1028 (Extension of Tripoli Street) • RTA 1048 Improvement of Expo 2020 Roads Network contract No R 1048/1 & 5 During the year some other notable achievements were: • DFCC – (Civil track package) CTP3R project had the highest single-day production of 1.16 L cu.m/Day Earthwork in filling and record of executing 20.30 lakhs cu.m in May 2019 • Mumbai–Nagpur Expressway Project, Mumbai–vadodara Road Project - 80% design completed in 6 months’ time Significant Initiatives The major fixed cost for the RREC business includes hiring charges for asset operation & maintenance, fuel, etc. Special initiatives of P&M as a profit centre with a focus on productivity-driven decision-making have resulted in cost-reduction on all these fronts. The business continues to leverage the benefits of the extensive use of Linear Project Management tools, such as TILOS, to effectively visualize and plan mega linear projects across domains. Driven by a dedicated ‘Track Planning Cell’, this strategic initiative facilitates centralized planning of not only civil and track projects but also mega OHE (Overhead Electrification) projects. An Internal Project Management Consultant (IPMC) team was formed to conduct a quality audit of ongoing projects. The team will ensure that construction complies with design specifications, specified materials are used during construction, codal specifications meet with the requirements, as well as review the status of non- conformance reports and aid closure. 199 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 E&AM System Works, Dhaka Metro Bata Nagar Flyover, Kolkata, West Bengal Engineering Project Monitoring & Control Cell was formed under the project controls team and tasked with development of a design and drawing tracker to monitor the delivery with respect to agreed time lines, optimization of quantities with respect to initial design, coordination and monitoring of the actual quantity reported by the design department progressively and development of a model for indices for quantities of projects of a similar nature to support ongoing projects and the tendering department. The thrust on mechanization in the railway business for faster execution has been a remarkable success, involving simultaneous stringing of Contact and Catenary, which reduces operational costs and execution time. Having been well-established in DFCC, such mechanization is also being used in other EPC projects, such as the Konkan Railway in the Western Ghats – a project requiring OHE installations amidst highly restrictive ‘block sections’ involving significant material handling and extraordinary erection methodologies. Digitalisation Connected assets and geospatial solutions are two high-impact solutions for the business. Digital data now backs the majority of equipment mobilization and hiring decisions, as well as fuel distribution. On the geospatial front, drone-based photogrammetry or LiDAR-based surveys are conducted wherever possible for every new project. Work has commenced on an Artificial Intelligence (AI) based Contracts Administration Platform to introduce smarter ways to manage contracts. Environment, Health and Safety Transportation Infrastructure projects are typically spread across hundreds of kilometres, with a multitude of discrete safety risks that are both location and task specific. RtR (Reverse the Risk) and PREP are digital applications which have been developed to identify the risk level. Continuous monitoring of the risk level using digital applications and implementation of effective control measures helps mitigate risk. Well-planned implementation of traffic diversions as per IRC SP55 to prevent work zone incidents is undertaken. To monitor live road activities and prevent traffic accidents, the business has introduced the ‘verify and Ensure Controlling Traffic’ (vECT) initiative. Across all the projects, digitally enabled training modules – such as virtual reality safety modules and augmented reality EHS Golden Rule modules – have been developed to increase the EHS awareness in the workforce. A ‘Zero Fatal Award’ has been introduced for projects having zero fatality for the entire duration of the project cycle. A structured Environment Management System (EMS) has been implemented. Every project has a specific 200 Ghoshpukur-Salsalabari Road, West Bengal Overhead Electrification for Delhi Metro Phase 3 Environment Plan which conforms to ISO 14001 2015, individual contractual needs and the business’ Integrated Management System (IMS) manual. Micro-level preparation takes place at each project to define a set of processes, followed by Impact Aspect Assessment. The defined control measures are implemented during job execution, and that facilitates the reduction of the negative environmental impact and the mitigation of all potential environmental aspects. Detailed Environment Impact Assessments (EIA) are conducted in the pre-execution construction planning stage. various control measures are identified and implemented. Along with dedicated methodology / SOP and engineering control, many new initiatives are taken. During FY 2019-20, the business won 19 international awards (five Gold Awards, two Silver Awards from the Royal Society for the Prevention of Accidents, a Sword of Honour and a BSC OHS Audit Five Star Rating from the British Safety Council, one distinction, 4 merit and 5 pass certificate from British Safety Council). Other than international, the business has received seven prestigious safety awards by the National Safety Council, a prestigious award by the Institution of Engineers India and two awards by India HSE Summit. Human Resources The focus of the business has been on developing a culture of recognition, innovation and process improvement. The business conceptualized the DELTA Awards - Digital Breakthrough, Energy Optimization, Large scale reuse of Scrap/ Waste, Time reduction (Reduction in Cycle Time), Advances (Innovation). To strengthen its safety culture using positive motivation, the LIFE (Loss & Injury Free Environment) Award was conceptualized. Risks and Concerns Land acquisition is a critical factor. very often, there are delays in handing over encumbrance-free land and Right of Way, impacting progress of work and idling of resources. Commercial terms in the business are getting tougher, resulting in working capital pressures. The sector is also exposed to delays in various approvals, leading to a domino effect. Extreme environmental events (such as unprecedented rainfall), National Green Tribunal bans and construction bans due to pollution pose an adverse risk to the business. Outlook a) RREC business Over the next 5 years, the Government has planned to expand the National Highway network by ~60,000 km, with about 20,000 km in major economic corridors, strategic areas and major tourist destinations. The Department of Civil Aviation envisages 100 new airports will be built in the country over the next 10 to 201 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Signaling & Telecommunication for WDFC Trial run at Western Dedicated Freight Corridor 15 years. It is also working on the cargo policy, which will provide a boost to the nation’s logistics capacity. The Government has envisaged an investment of more than R 1.43 lakh crore for airports under the National Infrastructure plan over a period of 5 years. The Government’s focus on developing a strong express highway network, along with changes in contractual terms, is expected. b) Railway business The Indian Railways is planning its highest outlay of R 1.61 lakh crore for FY 2020-21, an increase of over ~3% on last year’s outlay of R 1.58 lakh crore. The conventional projects of the Indian Railways continue to get a big thrust, backed by strong institutional funding like LIC, IRFC, etc. The Indian Railways is planning to tackle Mainline Capacity constraints through a New Line of ~5,000 km, Capacity Augmentation (Doubling & Tripling) of ~12,000 km and Gauge Conversion of ~2,500 km in the next five years. About 10,000 km of electrification is also expected to be awarded under the banner of ‘Mission Electrification’ over the next four years. Tendering for three New Dedicated Freight Corridors is to be initiated in the next 2-3 years. India is well on its way to creating a world-class MRT system as an integral part of community infrastructure development across all metros and major cities, including Tier 1 and Tier 2 cities in the country. System works in MRTS provide good business opportunities; nevertheless such opportunities are increasingly becoming multiple smaller packages, especially in Tier 2 cities, and hence may not be attractive enough for the business to participate in. The Indian Railways has floated tenders for a Detailed Project Report (DPR) on each new Dedicated Freight Corridor. The Government has not yet secured funding for these projects. Certain packages are being contemplated on the PPP mode. Packages worth ~ R 68,000 crore are expected to be finalized in the next five years. On the international front, the focus is on the neighbouring geographies and in geographies where the business already exists. The funding needs to be through secured sources, such as the Indian Government or from any bi-lateral / multilateral agencies like JICA. There is a major thrust on electrification of the entire railway network by 2024. New projects including port connectivity dedicated rail links, etc., are planned to be implemented through SPvs owned by State-Centre Jvs. c) International Since all the major infra projects related to EXPO 2020 in Dubai and FIFA 2022 in Qatar are already awarded and are 202 Cable Stayed Bridge across Durgam Cheruvu Lake, Telangana at an advanced stage and oil prices have dropped, no more major prospects are visible in the near horizon in the Middle East. Africa posted very few opportunities during 2019-20 and stiff competition persisted from Chinese contractors. The key hubs for investment in 2020 are expected to be Morocco, Egypt, Ghana, Cote D’Ivoire, Namibia, Botswana, Rwanda, Ethiopia and Kenya. In general, with the disruptions due to the COvID-19 lockdown, funding for new projects is likely to get affected. The lockdown may trigger shortage of raw material and workmen, disruption in the supply chain, a significant increase in costs related to operating at site, coupled with reduced productivity due to controlled working environment, need for hygiene infrastructure and various safety measures requirements. There may be a decline in project awarding by various other authorities owing to rising debts, limited capital and reduced private investment. HEAVY CIVIL INFRASTRUCTURE Overview: L&T’ s Heavy Civil Infrastructure business is a market leader in Engineering, Procurement, and Construction (EPC) projects in core civil infrastructure segments that are crucial to the economy, viz. Metros, Nuclear, Special Bridges, Hydel and Tunnels, Ports and Harbours and Defence. As an industry leader in augmenting capabilities for urban mass rail transit systems, the business is involved in the construction of metro rail systems in almost all the major Indian cities. It provides extensive end-to-end engineering and construction services for both elevated and underground metro systems. During the year, the construction of the Hyderabad Metro was completed. In the Nuclear segment, the business provides EPC solutions in civil, mechanical, electrical and instrumentation, including seismic qualification and modular construction technology. Its expertise extends to both pressurized heavy water reactor (PHWR) and light water reactor (LWR) technologies. The Special Bridges segment has extensive experience in executing a wide range of bridges, such as cable-stayed, precast, pre-stressed concrete, steel and concrete composite construction using ingenious cutting-edge construction techniques, viz. incremental launching, segmental construction, balance cantilever construction and span-by-span construction. The Hydel and Tunnel segment offers EPC solutions for complete Hydroelectric Power Projects, 203 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Singoli Bhatwari Hydro Power Project, Uttarakhand Multi-modal terminal at Sahibganj, Jharkhand large-diameter Transport / Water Tunnels and complex Irrigation projects. The business also provides expertise for road and railway tunnelling projects, which cater to nation-building. The Ports & Harbours vertical has extensive experience in greenfield ports, shipyard structures and seawater intake systems in all coastal states of India. It provides EPC solutions for breakwaters, berths, jetties and wharfs, dry docks and shore protection structures. It has unique expertise in providing design and construction solutions for state-of-the-art Shiplift structures. Backed by the expertise and experience gained from managing mega projects, L&T has established a position of pre-eminence in shoring up the country’s defences. L&T offers single-point EPC solutions in the form of infrastructure facilities for defence bases, underground facilities and surveillance. The business has a strong presence in India, the Middle East, Bhutan, and Bangladesh. The ability to provide ‘tailor-made’ design-&-build and EPC solutions to suit the specific requirements of customers for complex infrastructure projects has made the business a market leader in India. Dedicated design and technical centres, competency cells, specialized training centres, digital project management, and a talented pool of employees help the business sustain a leading role, attract key clients, penetrate new geographies and secure major orders. L&T Geostructure is a unique entity which focuses on foundation and ground improvement related projects. It has a strong and professional foundation specialist team with the knowledge of design, equipment and methods to execute and supervise sophisticated foundation works. It has expertise in deep piling and diaphragm walls, multi-cellular intake wells for river-linking, marine terminals with berths and jetties and deep cut-off walls. Business Environment Infrastructure is a major sector that propels the overall development of the Indian economy. The Government maintains India’s upward growth trajectory and continues to target gradual and sustained growth. Infrastructure was one of the country’s budget priorities this year. With major metropolitan areas on the metro map, both the Central and the State Governments have now turned their attention towards Tier-II cities such as Kanpur, Agra, Surat, Patna, Meerut, Ahmedabad, Nagpur, etc. due to their increasing population density. The business has been awarded two packages of the 82-km Delhi-Ghaziabad-Meerut Regional Rapid Transit System (RRTS) line in Uttar Pradesh. 204 Kakrapar Atomic Power Plant, Gujarat The Ministry of Defence has identified an urgent need to upgrade the country’s defence infrastructure, and major projects are currently in the planning stage. policy changes to promote the Hydropower sector based recommendations of the Standing Committee on Energy (2019). Bridge construction in India is witnessing significant interest from international funding agencies like JICA, the World Bank, ADB, etc. India’s ports and trade-related infrastructure accelerate growth in the manufacturing industry and assist the ‘Make in India’ initiative. India has 12 major ports and approximately 200 non-major ports administered by Central and State Governments respectively. With a view to promoting the expansion of port infrastructure and facilitating trade and commerce, the Ministry of Shipping’s proposal to replace the Major Port Trusts Act, 1963 by the Major Port Authorities Bill, 2020, was approved. The Major Port Authorities Bill, 2020 will empower the major ports to perform with greater efficiency on account of full autonomy in decision-making and by modernizing the institutional framework of the major ports. The business has secured the Dabhol Breakwater Project (offshore structures) located at Ratnagiri. FY 2019-20 saw a steady increase in projects tendered out by the Government in the Hydel, Tunnel and Irrigation segments, as the Government introduced a few structural India’s total nuclear power generation capacity is 6,780 MWe, which comprises 2 percent of the country’s overall power generation. The Energy policy of the country calls for 25 percent of electricity to be generated from nuclear power by 2050. The business is expecting the Government to move forward with a proposal for 10 pressurized heavy- water reactor (PHWR) fleet. Major tenders in the Nuclear industry were delayed and were pushed to FY 2020-21 due to lack of clarity about The Civil Liability for Nuclear Damage Act, 2010 amongst civil contractors. However, the momentum of project awards suffered due to delays in bid evaluations, board approvals, etc., towards the end of the FY, and was further aggravated due to the impact of COvID-19 in March 2020. These delays have affected the much-anticipated order inflow for the business. Major Achievements Orders Won • Rishikesh – Karnaprayag Rail Link Project (Package# 2), Uttarakhand 205 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Mumbai Coastal Road Package 1 • Dabhol Breakwater Project (offshore structures) located near Ratnagiri, Maharashtra ‘Outstanding Concrete Structure of Telangana-2019’ for the Medigadda Barrage Project. • Delhi-Meerut Regional Rapid Transit System (RRTS) – two packages, Delhi and Uttar Pradesh • Strategic Defence Facility project Projects Completed • Medigadda Barrage, Kaleshwaram Irrigation Project, Telangana • Singoli Bhatwari HEP, Uttarakhand • Hyderabad Metro Rail Project (HMRP) Raidurgam Stretch, Telangana • Doha Metro Gold Line, Qatar • Durgam Cheruvu cable-stayed bridge, Telangana • Kakrapar Atomic Power Plant (KAPP MPCW), Gujarat Other Key Achievements • The business won a slew of awards during the financial year from august bodies, including the Indian Chapter of ACI Excellence in Concrete Construction Awards in the ’Infrastructure’ category for the Kakrapar Atomic Power Project 3 & 4, and the Indian Concrete Institute for • A 16 m-high wall was cast in a single pour at the Kudankulam Nuclear Power Plant Project, setting a benchmark in the industry. • The first-of-its-kind superstructure erection was undertaken using heavy cranes across the congested Delhi-Mumbai live railway line in a block period of 4 hours at DFCC 15C project. • The first span for Mumbai Trans Harbour Link (MTHL Package 1) was erected in January 2020. Significant Initiatives With high potential business opportunities anticipated in tunnelling projects, an in-house Tunnelling Excellence Academy (TEA), the first-of-its-kind in India, was built at Kancheepuram, Chennai, India. It has been set up with international expertise to build strong technical capability in the design and execution of complex tunnelling projects conforming to world-class standards, with high quality and safety compliance. The academy has in-house subject- matter experts who are capable of training the staff on various technical aspects to upskill them in alignment with the needs of the business. The objective of this institute is to create a pool of certified tunnelling professionals for the business in order to meet international industry standards in safety, quality and productivity. 206 One of the underground tunnels for Mumbai Metro Riyadh Metro Line 3, Kingdom of Saudi Arabia Digitalisation Digitalisation has become an integral part of business processes. It has opened up new-age capabilities to measure, analyse and improve business performance. The business digitally monitors all productivity factors – Men, Material and Machinery – in real-time. For effective project delivery, the business is committed to digitalisation and innovation through the use of digital platforms such as vR for workmen training in EHS (Environment Health and Safety), BIM (building information modelling), Drones and 3D laser scanners. Environment, Health and Safety Committed to the mission of ‘Zero Harm’, the business clocked 330 million safe man-hours in the year, and 76 thousand man-hours were invested in EHS awareness and training. Key EHS training initiatives were implemented, including P&M operations, tunnelling, incident investigation, marine construction, scaffolding, sustainable skills, auditing, EHS leadership, behaviour-based safety and certifications in NEBOSH IGC and IOSH Managing safety. The business has successfully fulfilled the corporate EHS strategic plan 2019-20 with key EHS deliverables that have been implemented across all its operations. Digital applications have been launched to regulate safe working conditions, such as inspections, work permits, P&M inspections before use, and monthly reporting status. various projects across the business have received safety awards: 1. Six projects received International Safety Awards and one project received a Gold medal (for the 9th consecutive time) from The Royal Society for the Prevention of Accidents (RoSPA) – UK, for the year 2019. 2. International Safety Awards were conferred for various projects from the British Safety Council – UK for the year 2019. 3. various projects received awards and appreciation certificates from the National Safety Council – India (NSCI) under the Construction Award Scheme 2019. Human Resources The prime focus is on talent development and talent engagement. Policies and programmes for employee growth and development, employee appreciation and employee satisfaction are put in place to pave the way for future leaders. Programmes – such as those conducted at the Trainees Engagement & Development Centre (TEDC), an initiative of HR’s Talent Development cell – focus on the engagement and development potential of the recruits. Other training programmes deliver customized training, 207 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 The Mumbai Trans Harbour Link partnering with subject-matter experts to enhance relevant skillsets. In collaboration with IIM-Trichy and Great Lakes Institute of Management, long-term capability-development programmes have been initiated in order to develop future leaders. Different methodologies, mentoring and coaching forums and L&T-specific case studies have been created to make the Competency Development model more relevant to the business context. Risks and Concerns Each construction project is unique and comes with its own set of challenges and opportunities. Major risks for the business are delay in obtaining Right of Way (RoW), work front, third-party liability, epidemic risks, schedules, approvals/clearances, design approvals, and change in design. We have a strong risk management system and process in place. The risks identified in the pre-bid and post-bid stages are continuously monitored through regular reviews throughout the project cycle for mitigation/resolution. Outlook A National Infrastructure Pipeline (NIP) has been prepared for capital investment worth R 100+ lakh crore in infrastructure through FY25, pledging about R 65 lakh crore for ports, urban development, irrigation, railways and roads and power. Out of the total NIP, R 34 lakh crore (30%) worth of projects are at the conceptualization stage, and R 22 lakh crore (20%) worth of projects are under development. Several big-ticket and first-of-its-kind projects are proposed by the Government – such as High-speed Rail, Dedicated Freight Corridors, Urban Transport / MRTS projects – which are expected to provide an impetus to the business in the coming years. Strategic investments in the North East and the J&K region in Hydel projects are expected to enter the implementation phase in the next 2-3 years. The Government has also identified an urgent need to upgrade the country’s defence infrastructure. Plans for the upgrade of Naval and Air force bases as well as the creation of underground infrastructure for strategic assets by the Government are in progress. However, the COvID-19 situation may lead to a shift in priorities and a slowdown in decision-making by customers for the award of projects. Elevated investments in infrastructure will be the key to ensuring that India recovers from the COvID-19 crisis at the earliest. The Government has already identified infrastructure as one of the 5 pillars to make India a self-reliant economy, and various stimulus 208 220 kV Transmission Line, Uttarakhand 5 million households electrified packages proposed by the Government to revive the economy will be a big boost for the infrastructure sector. POWER TRANSMISSION & DISTRIBUTION Overview: L&T’s Power Transmission and Distribution (PT&D) 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 and fibre optic backbone infrastructure, to solar Pv plants including floating 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. The business comprises several business segments: The Substation business unit provides turnkey solutions for Extra High voltage (EHv) air insulated / gas insulated substations, Flexible AC Transmission Systems (FACTS) and substation automation and digital substation solutions for utilities and power plants, EHv cable systems and complete electrical and instrumentation solutions for various infrastructure projects, such as metros and airports. The 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. The 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 seventeen lakh tonnes 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 209 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 250 MWp Solar PV Plant, Madhya Pradesh centres in the world. The clientele of this testing facility includes utilities from 30 different countries. The Optic Fibre Cabling (OFC) segment provides turnkey solutions for deploying a gigabit-scale optical fibre backbone for both government agencies and private telecommunication companies by establishing a state-of-the-art network infrastructure, typically involving a vast geographic spread. The business also provides operation & maintenance support to ensure the health of the Optic Fibre Cable by maintaining Mean Time Between Failure (MTBF) and Mean Time To Repair (MTTR) figures as per the agreed Service Level Agreements (SLAs). The Renewables business provides single-point EPC turnkey solutions for solar Photo voltaic (Pv) related projects, including energy storage solutions and microgrids. Its experience ranges from flat to highly undulating 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 210 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 up to 500 kv. 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 that caters to the UAE, Saudi Arabia, Qatar, Oman, Kuwait and Bahrain, has garnered a coveted place in the GCC region. With a presence spanning over 25 years and numerous milestones, it enjoys an enviable track record in the region. The once-fledgling Africa business unit has established itself as a force to reckon with, in 10 countries across the North, East and South of the continent. With a sizeable market share in the addressable segment, and projects from all the business lines within the PT&D spectrum, the business unit is now poised to make inroads into the western parts of Africa. 400 kV Grid Station at Misfah, Oman 400/220/66 kV Substation at Wangtoo, Himachal Pradesh In the ASEAN region, a proven track record of successful project execution in Malaysia and Thailand has helped the business foray into 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 Transmission & Distribution in the Kingdom of Saudi Arabia. Business Environment On the power distribution front in India, the achievement of electrical connectivity to all villages and the near closure of centrally sponsored schemes such as Saubhagya and R-APDRP redirected the focus to strengthening of urban distribution networks and intensification of electrification in select States. As the State DISCOMS depended mainly on multilateral funding, finalization delays were witnessed. However, the business was able to maintain its market share and garner significant orders from Karnataka, Tamil Nadu and Uttar Pradesh. In the transmission system space, investments were driven by the packages finalized based on tariff-based competitive bidding and through the State utilities that could secure multilateral funding. With the continuing general lack of investment in the conventional power generation and industry segments, centrally-driven transmission schemes were not aplenty. States such as West Bengal and Tamil Nadu finalized packages for strengthening their intra-state transmission line networks and associated substations. The neighbouring countries of Nepal and Bangladesh too offered potential across the T&D spectrum, viz. substations, transmission lines and distribution. Despite the fact that the solar industry faced a lower capacity addition in FY 2019-20 as compared to the previous year, in the face of political changes in some States and the dependence on China for modules, the solar business portfolio surpassed a cumulative capacity of 2.3 GW. Measures such as the removal of the ceiling on tariff, acceptance of corporate guarantees in lieu of bank guarantees, etc., boosted the confidence of the developers. Central PSU tenders with a domestic content requirement gave a fillip to prospects. In the Middle East, though the macro-economic scenario was mixed in FY 2019-20, the business garnered a major portion of the opportunities that arose. The continued trend of non-oil based economic diversification has opened up infrastructure project development in these countries. In Africa, certain countries in need of facilitation in terms of funding and expertise to build transmission lines and substations at EHv levels resorted to the MOU route with reliable partners. 211 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 400/220/132/33 kV Substation, Mawana, Botswana With the on-schedule completion of projects in Malaysia and Thailand and the strengthening of its presence in the Philippines and Myanmar, the business has demonstrated its capabilities and has won recognition in the ASEAN market. Major Achievements Orders Won • Modernizing the power distribution network in Bengaluru Metropolitan Area Zone, Gurugram Smart City and Chennai. The package for Chennai also includes fully automated, unmanned 33 kv Gas Insulated Substations at select locations • Underground cabling packages and supply and installation of Medium voltage capacitor banks with related accessories in Uttar Pradesh • Construction of 765 kv and 400 kv Transmission lines for integration and evacuation of power from wind energy in Kutch, using high capacity Transmission systems • Design, supply and construction of a 400 kv Substation at Ottapidaram, Tamil Nadu and the associated 400 kv Double Circuit Ottapidaram – Udangudi – Kamudhi Transmission Line on a total turnkey basis • Establishing a 220 kv Gas Insulated Substation including laying of associated 220 kv and 66 kv cable networks in Karnataka 212 • Substation and Transmission Line packages associated with Meerut and Simbhavali Project under tariff-based competitive bidding • Power Transmission Infrastructure for 800 MW Rupsha power plant, Bangladesh; 220 kv Substations in Nepal and a distribution package for establishing an underground cable network in Kathmandu • Developing a 230 MW Grid Connected Solar Photovoltaic plant, which is one of the largest such orders under the CPSU Scheme Phase II (Tranche II) • Another 150 MW Solar Photovoltaic Plant in Tamil Nadu and Uttar Pradesh including a large floater solar power project at a reservoir of Auraiya Gas Power Plant • Providing off-grid DC solar photovoltaic water pumping systems with standalone lighting systems for farmers, with provisions for mobile charging and transfer of automated meter reading and water discharge reading data in Maharashtra • Orders across the Middle East for establishing 380 kv and 230 kv Transmission Line corridors in the Kingdom of Saudi Arabia, upgrading substations and related power facilities in Kuwait and UAE, constructing 400 kv Overhead Lines in Qatar and setting up a 400 kv Grid Station in Oman 132/33 kV Grid Station at Ghala Heights, Oman • Engineering, Procurement and Construction of the 400 kv Overhead Transmission Line between the towns of Chimuara and Alto Molocue in Zambezia Province in Mozambique, Africa. In Ethiopia and Uganda, orders have been received for establishing distribution networks involving medium / low voltage distribution lines and last-mile consumer connections • 500 kv Substation order in the Philippines Projects completed and commissioned • Three STATCOM projects in Hyderabad, Udumalpet and Trichy • Commissioned one of the highest-altitude 400 kv GIS at Wangtoo, Himachal Pradesh, at an altitude of 1727 m above MSL, overcoming cold weather conditions • More than 1900 CKM-long transmission corridors were completed in 2019-20 • Communication backbone networks involving aerial / underground optic fibre cable links of more than 11000 km have been established • The first biggest utility-scale solar-cum-MWh-scale energy storage project in India was substantially completed. Also, the first MW scale floating solar project in India (4 MWp) was rendered ready for commissioning • Across the Middle East, 26 substations were commissioned, including major 400 kv substations in Qatar and Oman. More than 200 km of overhead transmission lines and 325 km of underground cable networks capable of high capacity energy transfer were built • Building upon the successful commissioning of EHv substation projects in Africa, the business has now completed a 220 kv Transmission Line in Egypt and a 500 kv HvDC Transmission Line in Kenya • In Malaysia, a 500 kv Transmission Line from Yong to Peng to Segamat has been successfully commissioned on schedule Awards and Recognitions The business won laurels for its technological and execution prowess. • For its innovativeness amongst the emerging technologies, the Energy Management System for BESS used in hybrid and microgrid systems won several awards, including World Innovation Congress 2020 Awards, ET Now Solar Leadership Award 2020 and the ISGF Innovation Award 2020 • The smart portable mobile solution L&T Mobisol won the World Innovation Congress 2020 and ET Now Solar Leadership Awards 2020 213 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Floating Solar Project, Tirupati, Andhra Pradesh • The Bihar rural electrification project was adjudged as the best use of solar for societal benefits, and the Andaman Energy Storage project was hailed as the energy storage project of the year by ET NOW • The automatic module dry cleaning system won the award for the best smart technology of the year from India Smart Grid Foundation (ISGF) • The 132 kv Ghala Heights Substation earned L&T Oman the Dossier Award for the Best Contractor for Infrastructure Projects • The power transmission & distribution projects in KSA and UAE bagged five Middle East Economic Digest (MEED) awards in different categories • The Union Territory of Puducherry conferred the Swachhata hi Sewa award for a water management related CSR project of the Puducherry factory Significant Initiatives The containerized integration facility for battery energy storage systems set up at Kancheepuram was commissioned successfully and started despatch. The ready-for -commissioning cell that was created to quicken the handing-over of completed transmission line stretches has started to have a beneficial impact on customer delight. Improvised modularization initiatives such as kitting of tower components and remote electrification items continue. In the vast expanses of Africa, mechanized bush-clearing activities and the adoption of advanced techniques, such as the Aerial LiDAR survey, have led to timely project completion with desired productivity levels. With mechanized trenching and in-house GIS surveys with 360° cameras, increased productivity was witnessed in the domestic optic fibre cabling projects too. The TL9000 certification meant for the supply chain of telecommunications industry has been obtained. The MoMRA (Ministry of Municipal and Rural Affairs) certification for L&T Saudi Arabia has opened up opportunities with Royal Commission tenders. Digitalisation Taking a step towards the next level of digitalisation, a specific Opex initiative has been launched to orchestrate the data captured by digital means and to articulate the organizational wisdom in a replicable manner. This initiative is expected to enhance the predictive abilities and make the plans robust, so as to better manage risks and achieve the desired speed and scale. The Industry 4.0 journey has gained momentum in the manufacturing facilities, resulting in a marked improvement in the overall 214 400/132 kV Grid Station at Qabel, Oman 500/220 kV S4 Ras Ghareb Gas Insulated Substation, Egypt equipment efficiency (OEE). At the core of such initiatives is the centralized facilitator set-up named PRAPTI – Planning, Reviewing and Assisting Projects to Improve – that equips the site team with the requisite tools and analytics to improve productivity. Digital initiatives such as 3D/4D BIM, deployment of drones and mobility devices for project progress monitoring, connected plant and machinery, geospatial technology- based surveying, integrated material management, quality / EHS incident reporting, etc., have yielded tangible benefits. Novel solutions have been deployed, and a fibre track application that facilitates patrol management for Operation & Maintenance of cross-country cables laid is just one such example. Also, to measure the depth profile of trenches in real time accurately, a sophisticated digital method has been used. Environment, Health and Safety EHS practices implemented by the business are aligned with a corporate EHS policy that is strictly followed, along with clear policies laid out at the business level. 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. The start-and-stop OTP (One Time Password) based process with a 3-level approval mechanism for shut-down works is an example of an improvised fail-safe EHS practice meant for the geographically distributed electrification work involving workmen of different skill levels. virtual reality-based training modules, gamified mobile training modules, etc., are utilized to inculcate a safety culture. A nimble communication platform named Prakasha vani was launched for dial-out conferencing with large teams of field staff. WISA (Workmen Induction & Skills Application) Card implementation is used for workmen screening and allocation of tasks according to skill levels and proficiency. In the Middle East, the Occupational Health and Safety System was migrated from OHSAS 18001:2007 to ISO 45001:2018. The business bagged 21 British Safety Council (BSC) Awards, 8 awards from NSCI under various categories and 15 RoSPA Awards. Also, ASSE awards and appreciation certificates from several domestic and overseas customers such as PGCIL, Aramco, SEC and OETC have been received. Human Resources The business has been constantly engaged in developing employees for greater roles and responsibilities, ensuring that there is a talent pipeline of managers prepared to take up challenging roles. 215 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 500 kV Bang Saphan-2 to Surat Thani Transmission Line A blend of robust processes like the Performance Management System, the Individual Development Plans, Job rotation Plan, cross-learning and cross-training opportunities help to develop young managers. They are assigned new situations and challenges which expand their skill sets and encourage them to think on their feet. Many of the new projects sites in Africa have been staffed by young managers and engineers transferred from India in accordance with the employee development plan. A wide array of digital platforms has been implemented to connect and engage with employees as well as encourage them to undertake new learning opportunities. A year-long Employee Engagement Calendar has been launched, with specific focus on a range of activities built around the core values of the organisation. The initiatives to recruit and induct young engineers of diverse nationalities continue. Risks and Concerns Towards the end of the financial year, the outbreak of the COvID-19 pandemic and the resultant lockdown caused uncertainties in timely delivery of a few supply items planned. Adequate contractual safeguards have been put in place and extensive scenario planning exercises have been carried out. management, workmen management, etc., as it provides an opportunity for new methods of working and revised cost estimates. The business has implemented a bespoke digital platform for Enterprise Risk Management that supports the pre-bid and execution risk reviews with robust stage gates. Outlook The proposed amendment to the Electricity Act envisages stricter enforcement of obligations that are to be fulfilled by State utilities, thereby improving their financial health. It may also open up new models of participation in the distribution sector. The Union Budget 2020-21 hinted on a centrally sponsored scheme, focussed on smart metering, feeder segregation and AT&C loss reduction. Early formulation and implementation, along with project packaging and models of participation, are crucial. Though the investment levels delineated in the National Infrastructure Pipeline are not markedly higher than historical trends, the report contains a KPI-based framework with specific targets on AT&C loss reduction, etc., by 2023. Recovery is expected to be prolonged and necessitates a multi-pronged approach towards prudent financial In urban areas and cyclone-prone zones, HT and LT overhead lines are being replaced with underground 216 765 kV Gas Insulated Substation, Varanasi, Uttar Pradesh 132/33 kV Underground Cable at Ghala Heights, Oman cables. New 11 kv feeders are created for load bifurcation. Such projects improve the overall reliability of the power distribution network and, in particular, help in avoiding unscheduled power cuts during rains and gusty winds. The transmission lines and substations related to the second phase of Green Energy Corridors for evacuation of renewable energy are expected to get finalized. These are under various stages of bidding through the Tariff-based Competitive Bidding mode. In addition, intra-state system strengthening-related opportunities are expected to come up in select States. Also, certain mass transit projects which involve receiving substations and power supply networks are envisaged in key cities. Grid integration of intermittent renewable energy and the emerging prospects of distributed generation require investments in power quality devices such as STATCOM, thyristor-controlled reactor (TCR) and SvC to ensure voltage stability, reactive power compensation and reduction of harmonics. System Strengthening and Generation Linked Schemes, especially those funded by Indian Lines of Credit and multilateral aids, offer potential in Bangladesh and Nepal. Despite the slow pace of solar EPC tenders from private developers being incommensurate with ambitious targets, there are ample opportunities, especially from PSUs. Preference for Hybrid renewable projects and floating solar projects are also on the rise. There is a perceivable shift towards solar-cum-storage projects. The expanding support to the International Solar Alliance is a positive factor in attracting investments into the renewable energy sector in India. The Indian market for Optical Fibre Cable has been projected to grow at a CAGR of 17 percent through 2023. Growth in the market is majorly expected to be backed by the rising investments in OFC network infrastructure by the Indian Government to increase internet penetration across the country, in line with the Government’s initiatives such as Smart Cities vision and Digital India. Also, the success of 5G technology will ultimately depend on the strength of Optical Fibre Cable connectivity. In the Middle East, the business is cautiously optimistic in its outlook as oil prices are hovering in the lower ranges; commodity prices are volatile, and the geopolitical stalemates continue. The investment in infrastructure will depend on the fiscal surplus and financial buffers available with the countries. However, the diversification of the economy to non-oil sectors will continue to provide opportunities in terms of upgradation to higher voltage levels, integration of renewable energy sources to the existing power grid and interconnections of transmission networks. 217 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 12 Million cu.m storage reservoir for Vizag Steel Plant, Andhra Pradesh The business continues to concentrate on key African economies that have a clear road map to build transmission and distribution networks to meet increasing demand. Ambitious plans – such as the Kenya vision 2030, Growth and Transformation Plan II of Ethiopia and the National Development Plan of Botswana – point to significant opportunities to scale up faster. Grid strengthening, regional interconnection and rural electrification opportunities are being pursued in select countries. Renewable generation is another area that holds potential. Consolidating the breakthroughs achieved in countries forayed into, exploring renewable energy opportunities and the opening-up of select West African countries will hold the key to success in the coming year. The rising power demand in ASEAN countries continues to pave the way for significant investments in grid interconnections, grid development and strengthening. The entry into the Philippines, Myanmar and Cambodia is expected to provide a fillip in the region. Plans are afoot for an expanded presence in Malaysia and Thailand. Given the visibility of prospects in traditional strongholds and the thriving expansion in renewables and new geographies, the growth momentum of the PT&D business is intact, backed by a strong order book and ably supported by cost leadership, technology leverage, delivery excellence and employee engagement initiatives. 218 WATER & EFFLUENT TREATMENT Overview: The Water & Effluent Treatment business undertakes the construction of water infrastructure for the efficient usage, conservation and treatment of water. The business has proven to be a lead player in the domestic market and has also had successes in international markets. The business comprises the following verticals: • Water supply & distribution business, which caters to the supply of potable water. • Wastewater business, which provides infrastructure by building sewer networks and sewage treatment plants to collect and treat municipal wastewater for safe disposal of the treated effluent. • Large Water business, which irrigates lakhs of hectares of land in order to enhance the livelihood of millions, pumps and lifts water from rivers to delivery chambers and distributes it using automated outlet management systems. The business also constructs combined effluent treatment plants for industries and desalination plants. 375 MLD Sewage Treatment Plant, Jebel Ali, UAE • Smart Water Infrastructure business, which develops utility infrastructure in the cities as well as the shortlisted brownfield cities under the Smart City Mission. • The International arm, which focuses on building water infrastructure, viz. sewage treatment plants, water treatment plants and water transmission and distribution projects. The business has a presence in the UAE, Qatar, Oman, Tanzania and Sri Lanka. Business Environment Aiming to provide piped water supply to all households, the Government has announced the Jal Jeevan Mission. The scheme places emphasis on augmenting local water sources and recharging existing sources, and will promote water harvesting and de-salination. The ‘Har Ghar Jal’ scheme to provide a functional tap connection to all households by 2024 is part of the Jal Jeevan Mission. The business accounts for an average of more than 35% share of the domestic market. Over the years, it has emerged as a strong contender in the water segment, meeting the requirements of the public at large. Each business unit is independent, and faces stiff competition in the market including international competition from Chinese and European players. FY 2019-20 has been volatile, with the General Elections and the change in Governments of key states. This has resulted in some delays in new prospects fructifying, and the execution of projects being stalled or reviewed by a few states. The COvID-19 pandemic also continues to have a profound impact on the Indian construction industry. Major Achievements The business continued its momentum in securing repeat orders from existing customers as well as attracting new customers. These orders were secured across the various business portfolios. Major Orders Secured In India • Parwati Mega Lift Irrigation Schemes Phase III & Iv, Madhya Pradesh • 100 MLD Sea Water Reverse Osmosis Desalination (SWRO) Plant in Dahej district • 477 MLD Water Treatment Plant at Chandrawal • Area Based Development for Rajkot, Gujarat • Gunjawani Lift Irrigation Scheme 219 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 137 MLD Water Treatment Plant, Nashik, Maharashtra Secondary clarifiers under construction for 318 MLD Waste Water Treatment Plant, Coronation Pillar, New Delhi • Bhubaneshwar Sewerage Scheme • Rural Water Supply Scheme to Keonjhar District in Odisha Company’ and ‘Best Rural Drinking Water Solutions Provider’ • 30 MLD Combined Effluent Treatment Plant (CETP) at Ahmedabad, Gujarat • Water Supply Schemes to 4 blocks in Medinipur, West Bengal • Water Management projects in Hubballi-Dharwad, Belagavi and Kalaburgi districts of Karnataka • ‘Overall Infrastructure Development’ award from Dun & Bradstreet • Water Optimization Awards ‘Technology Excellence in Design & Engineering’ and ‘Best Water Management in Ash Handling’ from Mission Energy Foundation • The prestigious Golden Peacock Award for HR Excellence for 2019 International • Al Dhakhliya Water Transmission System, Phase-II project in the Sultanate of Oman The business is proud of commissioning its largest 375 MLD Sewage Treatment Plant in Jebel Ali, UAE and successfully undertaking its operation and maintenance. • Kundasale Haragama Water Supply Project, Sri Lanka • Supply of Recycled Water along Abu Dhabi Al Ain Road – Package B, UAE Awards During the year, the business won a slew of prestigious awards: • 7 awards from Zee Business as part of the National CSR Leadership Congress including ‘Best Water The desalination project bagged by the L&T-Tecton Jv this year uses the Split Partial Method for the Reverse Osmosis (RO) process, the first of its kind to be implemented in India. This is an in-house design innovation and will reap benefits during the progress of the project. Significant Initiatives The business keeps continuously honing its operations and process knowhow capabilities by implementing strategic initiatives for the effective working of its project sites. 220 Pump house for Chhaigaonmakhan Lift Irrigation Scheme, Madhya Pradesh Lift Canal System for Upper Indravati Irrigation Project, Odisha With significant focus on digitalisation, the business has developed many web and mobile applications such as: • Extensive utilization of BIM for project monitoring and progress review • Project monitoring tool ePragati, from which data is captured for visualization of project progress using 3D GIS platform for pipeline and civil structures • Creation of value engineering centres and process improvement techniques to aid in innovation and design optimization • The customized pipe fabrication (P-Fab) application to track the status of pipes – from manufacturing to installation • The Material Schedule Tracker (MST) to ensure timely supply of items by effective monitoring and tracking • The WISA application for elaborate and faster on-boarding, monitoring and screening of the workforce • Using artificial intelligence in contracts for classifying, extracting and assessing the risk in the tender’s clauses The continuous emphasis on strengthening the in-house design team has resulted in shortening the design duration by leveraging technological solutions, such as: • Use of LiDAR surveys to capture accurate, speedy and voluminous data • Automated design-to-drawing preparation of ESRs using in-house developed tools Apart from digitalisation, the business has also developed strong process teams and tie-ups with educational institutions like IIT Madras, Anna University and BITS, Goa for research in the field of wastewater and sludge management. Environment, Health and Safety The business: • Achieved 112 million safe man-hours and clocked 5.9 lakh man-hours for training the workmen and staff • Developed training videos for MS pipe manufacturing process (conventional and spiral), pipe-handling methodology, safe erection of transmission towers, micro tunnelling safety and pipe-bursting methodology • Developed Project Risk Index Map for real-time hazards and risk-monitoring of sites • Developed a comprehensive Safety Mobile application, viewEHS, capturing safe execution cards (SEC), observation and audit reviews 221 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Moradabad Sewerage Treatment Plant, Uttar Pradesh Pump house for Nandawadagi Lift Irrigation Scheme, Karnataka • Planted more than 14 lakh tree saplings, with 7 lakh+ saplings in a single day on World Environment Day 2019, and donated 4300 units of blood • Received several awards from RoSPA (Royal Society of Prevention of Accidents), British Safety Council, Confederation of Indian Industry and National Safety Council Human Resources Continuous learning, improvement and excellence are the focus of the business, which has 5700+ staff across India and abroad. various programmes are conducted to appreciate employees, such as RAvE (Recognition Awards for value Engineering Excellence) which aims to recognize individuals and teams in L&T’s Engineering, Design & Research Centre (EDRC) for their outstanding contribution to fulfilling business objectives; and PRAISE, which recognized 124 staff members for the innovations or improvements implemented by them at work. To engage employees beyond work, various events were organized to commemorate World Water Day, World Environment Day as well as various national and regional festivals. The business also organized sporting events across all projects, which helped employees de-stress and develop a sense of togetherness and camaraderie. Succession planning is the key to ensuring the seamless continuity of a business. A leadership programme, ASCEND, was initiated to build leadership capabilities in women managers. EMEX (Engineering Management Excellence Programme) was organized to build the project engineering management capabilities of the EDRC’s managers. Risks and Concerns Operational risks include delays in land acquisition, ROW/ ROU issues and volatile steel prices. With the majority of the business’ clients being state government authorities, there isn’t much risk related to projects getting shelved or concerns pertaining to creditworthiness. However, the year evidenced the cashflow rationalisation in the case of change in state governments. The assessment of risks associated with the projects is carried out frequently to track and review the project cost, cash flows, margins as well as physical progress, and thus determine the overall health of the portfolio. Also, state- wise exposure is dynamically monitored to track any early signals of cashflow constraints. The business proactively ensures that it has a healthy mixture of projects funded by various credit-worthy clients and bodies like the Central Government, State Governments, Municipal Corporations, Urban Local Bodies, 222 Command & Control Centre, Prayagraj Multilateral Funding Agencies, etc. Wherever feasible, the payment terms with supplier and vendor partners are aligned to customer terms to avoid cash gaps. Foreign currency exposure in the case of international projects, is minimised by ensuring a natural hedge at the bid stage. Further, hedging policies are also in place for exposures, if any. Outlook The business is anticipating an increase of multilateral funded projects in the next year from the domestic market. The Jal Jeevan Mission is envisioned to provide piped water supply to every rural household under the ‘Har Ghar Jal Yojana’ scheme by 2024, which will bring greater coherence to policy objectives and the decision-making process. However, the business foresees challenges in terms of payment slowdown, mobilization of the workforce and loss of the productive months of the year due to the ongoing pandemic. A revision of the National Water Policy 2012 with key changes in the water governance structure and regulatory framework is anticipated in FY 2020-21, with more emphasis on water management and river interlinking. This is expected to give impetus to the business. The Union budget proposed an allocation of R 11,500 crore during the year 2020-21 towards the Jal Jeevan Mission. The Jal Shakti Ministry has been formed by merging the Ministry of Drinking Water and Sanitation (MDWS) and the Ministry of Water Resources and Ganga Rejuvenation (MoWR). SMART WORLD & COMMUNICATION Overview: L&T’s Smart World & Communication (SWC) vertical was created in 2016 to address the emerging need for a safe, smart and digital India. As a Master Systems Integrator, SWC operates and retains market leadership in the following segments: • Smart Cities & Smart Infrastructure: Smart Cities, e-gov, Smart Energy, Smart Education, etc. • Safe Cities: Public Safety, Critical Infra Security, Intelligent Traffic Management, etc. • Communication & Telecom Infrastructure: Wired & Wireless i.e. IP/MPLS backbones, Dense Wavelength Division Multiplexing, Global System for Mobile Wi-Fi, Satellite, Microwave, Emergency Communications like APCO, Tetra, Early Warning Dissemination, 5G, etc. 223 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Data Center, Hyderabad Tourist Information Kiosk, Jaipur The business has gained experience across 26+ cities and 44 agencies in the country. It has built a technology and project management team with over 800 personnel, to cater to the needs of both projects and Operations & Maintenance. The business is currently in the process of rolling out various initiatives to transform itself as a ‘thought partner’ to its clients; a value-adding Master System Integrator (MSI) with futuristic solutions, strategic partnerships, as well as Integration & Analytics and domain-specific centres of excellence. Business Environment A growing number of cities is adopting elements of smart city infrastructure, such as intelligent traffic management and surveillance systems, smart electric grids and lighting, fibre optic cabling and transport and logistics systems. Out of the 100 Smart Cities planned in the Smart Cities Mission, an integrated command and control centre along with various Smart City solutions is operational in 47 cities, with 17 more cities being in the process of implementation. To provide 100% population coverage for telecom and high-quality broadband services for the socio-economic empowerment of every citizen and end-to-end online delivery of government services, the Government will continue its investment in the Bharat Net Programme. During the COvID-19 pandemic lockdown, the authorities leveraged Smart City or Safe City Command and Control Centres set up by the business, with cutting-edge technologies like AI, IoT, etc. The business has rolled out smart technology solutions to combat COvID-19 in 20 major cities across India. These technologies are helping the administration in cities such as Mumbai, Pune, Nagpur, Prayagraj, Raipur, Ahmedabad, visakhapatnam and Hyderabad in fighting the pandemic through Command Centres or City Operations Centres. Major Achievements The business received several major orders, as follows: a. The business won a large order to establish the first-of- its-kind, state-of-the-art Unified Network Management System to Manage, Support and Operate a countrywide Armed Forces Network under the Network for Spectrum (NFS) b. Jhansi Smart City involving deployment of an Integrated Command and Control Centre, Intelligent Traffic Management System, City Surveillance, City Wi-Fi, technology-enabled Solid Waste Management, GIS, Citizen Portal and e-Office Applications 224 City Operation Centre, Nagpur c. SUMITRA Project, which is a pilot project for Surveillance using Multilayer Intelligent Tracking, Response and Analysis system on a turnkey basis d. Army IP MPLS - an order to create an IP MPLS Network Backbone for the Armed Forces e. Hyderabad ITMS Expansion an order for expansion of the Intelligent Traffic Management System for Rachakonda and Cyberabad Other Achievements The Early Warning Dissemination System (EWDS) for Odisha was effectively utilized in disaster management by the Government during Cyclone Fani enabling the Government of Odisha to save millions of lives through dissemination of warnings through text messages (26 million messages), Sirens and Radio communication. The business successfully rolled out 1 million+ Smart Meters, with Meter Data Management System and Head End System hosted on the cloud, in the states of Uttar Pradesh and Haryana as part of the ongoing project to deploy 5 million Smart Meters. The business commissioned the E-shiksha (Hi-Tech Lab) project for the state of Tamil Nadu, involving the largest roll-out of ICT for more than 6000 schools in Tamil Nadu. The largest City Surveillance and Intelligent Traffic Management System for Hyderabad was declared Go-Live. The Early Warning Dissemination System (EWDS) for Andhra Pradesh was successfully commissioned and covers 10 coastal districts. Raipur Smart City was successfully commissioned and declared Go-Live. Awards and Recognition In the year under review, the business won over 10 prestigious awards, including: - • ‘Best Smart City Award’ at the Dun & Bradstreet Infra Awards 2019, for Nagpur Smart City • ‘Best Safe & Secure Initiative’ Award at the 5th BW Digital India Awards, for Prayagraj Smart City • Unique Artificial Intelligence-based Solutions at the Data Science Excellence Awards, CYPHER, for Prayagraj Smart City Significant Initiatives The business has taken the following initiatives in the areas of tendering, technology, supply chain management and operational efficiency improvement: • In order to solve problems utilising the huge amount of data being collected in 25+ Smart and Safe cities, 225 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Early Warning Dissemination System, Odisha Smart Pole, Vizag the business has set up an Analytics & Integration CoE using Big Data, IoT and Artificial Intelligence technologies. The business has also undertaken the development of a world-class Integrated platform, which allows the creation of one Operating System to solve business problems as against point solutions. This value-based approach helps in retaining clients. Under this initiative, a pilot use case of in-house AI-based crowd management solutions was successfully deployed in Telangana State to manage ‘Samakka Saralamma Jatara’, Asia’s largest tribal fair • VR Training Module: A virtual reality training module for site staff/workmen • QMS Tool: QMS Manual and Risk / Opportunity / Objective Tracking Environment, Health and Safety • The business completed 4.93 million safe manhours during this financial year • The business planted 35,974 saplings and donated 403 units of blood • The business is continuously working with global • The business won 4 RoSPA Gold Awards from The partners, reputed academic institutions and start-up ecosystems to co-develop customised solutions, blending the partner’s technology and its domain expertise. This approach will position the business as ‘value-adding MSI’ and help transform it into a ‘thought partner’ to clients • The business launched a multitude of digital solutions to support the business functionalities, viz. • SWIFT: ‘Supply and Work Integrated Finishing on Time’ to enable procurement • Centralized O&M: A GIS-based tool to track O&M activities and incident management Royal Society for the Prevention of Accidents, UK, for Lucknow Metro Rail Project, Raipur Smart City, MEGA Telecommunication Project and Prayagraj Smart City • The business launched its second digital application, vIEW EHS, this year and received copyrights over the application • After successful completion of transition audits by DNv-GL, the business has been recommended for ISO 45001:2018 certification Human Resources The team comprises multi-domain technical talent with specialists in the areas of communication, IoT, server and storage, Cloud in Smart Cities, Safe Cities and 226 Surveillance cameras installed at Prayagraj Communication technology areas. The focus over the last year has been on building capabilities in cutting- edge technologies like AI, IoT, Computer vision, Cyber Security, Blockchain technologies for Smart Cities. Project Management, and Domain Expertise, blended with technology expertise – all of which have differentiated the business, enabling it to retain its position as market leader for the last few years. Technical certifications are a focus area, with over 150 employees obtaining certification in courses from CISCO, Microsoft, Huawei, Juniper and Cloud. Technology-enabled learning has been extensively deployed, using eLearning and webinars as well as microlearning using the ATL Next and RapL platforms. The business recognizes high performers through its Quarterly PRAISE awards programme. Risks and Concerns Though the projects secured are funded through Union and State budgetary allocations, payment terms continue to pose working capital challenges. Projects with certain State authorities need close monitoring due to delay in handing over of sites, delay in certifications due to involvement of multiple agencies and the challenges faced in timely budgetary allocations. Operational risks – such as timely mobilisation, procedural delays in ROW and sign-offs are mitigated through digital interventions at every stage of project implementation – from planning to monitoring operations – helping the management to take appropriate action to pre-empt and overcome challenges. The business is well supported by a centralised support team in the maintenance of SLA requirements. The business also faces unstructured competition through aggressive bidding of new entrants in certain segments. However, with its experienced team and previous experience in executing complex technological projects, L&T has an advantage in the market. Outlook The Infrastructure vision 2025 includes the goal of ‘Digital Services: Access for all’, amongst others. The current pandemic has opened new opportunities to leverage digital services owing to the necessity of social distancing, which is going to be the new normal. Under the Bharat Net Programme, investment in digital connectivity backbone will be more prominent. The Government has also announced the possible launch of Smart Cities Mission 2.0 soon, covering 4000+ cities/towns. 227 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 Chhabra Coal Handling Plant, Rajasthan Under the Smart Meter National Programme, the Government aims to replace 250 million conventional meters with Smart Meters in the next 5 years. With the Government’s focus on reducing commercial losses and providing a choice of suppliers to consumers through Smart Meters, this programme is likely to be implemented at an accelerated mode with a target of completion of 3 years. frontiers in computing, communications and cyber security, with widespread applications including smart cities. The business has the unique advantage of in-house domain expertise, enabling it to provide end-to-end offerings to its customers. This enables it to play the role of a Master System Integrator for the Smart Cities of the future. The Ministry of Home Affairs continues its focus on Safe Cities and the modernization of the Police force. It is expected to launch multiple City Surveillance projects and augment the scope of the existing Safe City projects. With the continued need for perimeter security for all critical installations – including defence establishments, air/ army bases, armament factories, nuclear power plants, etc. – investments are expected to flow into projects designed to meet these security needs. Another focus area in the National Infrastructure Pipeline is the creation of technology-driven learning. This focus on creating ICT infrastructure for primary and secondary schools through ‘Samagra Shiksha Abhiyan’ is expected to create many new opportunities in e-Education. The Union Budget 2020-21 also announced the National Mission on Quantum Technologies & Applications with an outlay of R 8,000 crore over the next 5 years to focus on a quantum computing domain and its impact on new 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) sectors across the globe. The business undertakes end-to-end engineering, procurement, manufacture, supply, construction, erection and commissioning, covering the complete spectrum from mineral processing to finished metal products with state of the art Process Plants. The business also offers comprehensive product solutions such as Mineral Crushing Equipment and Plants, Surface Miners, Premium Sand Plants, Material Handling Equipment (Stackers, Reclaimers, Wagon Tipplers, Ship Unloaders, Multipurpose 228 Finishing Mill for Rourkela Steel Plant Cranes and other Mining Equipment), as well as Steel Plant Machinery catering to core industrial sectors, including Cement, Mining, Power, Construction, Steel, Fertilizers and Chemical Plants. The complete range of product solutions is backed by 5 decades of experience and knowledge, in-house design resources and state-of-the-art manufacturing capabilities. The manufacturing centres of its product lines are in Kansbahal, Odisha and Kancheepuram, Tamil Nadu with facilities for fabrication, machining and assembly of custom-made equipment and critical structures. The business commands a leadership position in the sectors it serves. Business Environment The metal sector, as a whole and specifically the base metal sector, witnessed a subdued price level globally on account of less-than-anticipated growth in demand. The demand for Manufactured Sand witnessed a rise with the increasing restrictions / bans on river-sand mining. The replacement of river sand with quality manufactured sand continues to gain momentum, improving prospects for the business. The successful completion of the steel industry consolidation and allocation of iron ore mines in Q4 FY20 has brought all the majors on par as vertically integrated producers. Despite the liquidity crunch during the consolidation cycle and new expansions not immediately on the anvil, the refurbishment and de-bottlenecking of newly acquired assets to synergise with their existing products will be something very much on the cards. The business faces reduced competition in EPC contracts and technology-oriented projects due to the scarcity of players matching qualification requirements. In the wake of the COvID-19 pandemic, the global demand has plummeted and business cycles have been disrupted, resulting in a major production cut by the industry. The industry is expected to take time to attain full capacity again. Major Achievements The continued focus on the Middle East and North Africa (MENA) has yielded good results in FY 2019-20, with the award of major orders from the Ma’aden-Gold Plant Project in Saudi Arabia and the Etihad Rail – Freight- handling package in UAE. Despite the limited opportunities available during the current year in India, the business has managed to stay ahead of its competitors in terms of order booking. 229 MANAGEMENT DISCUSSION AND ANALYSIS INFRASTRUCTURE BUSINESS ANNUAL REPORT 2019-20 7C Stacker-cum-Reclaimer installed at Khargone Marquee projects commissioned / at an advanced stage of completion in the year 2019-20 are: collaboration with Kemco of Japan was strengthened to enable the addition of many new products for the construction industry. • Hot Strip Mill at Rourkela Steel Plant • Basic Oxygen Furnace plant at Bokaro Steel Plant – Commissioned • Tandem Tippler at JSW Paradip – Commissioned (hydraulically driven largest tippler in India) • CHP & AHP at Tanda, Khargone • CHP Lingaraj, Chhabra (Phase 1) • 10 Large-capacity state-of-the-art sand plants commissioned for various customers • 3 Newly-developed Track-Mounted Mobile Roll Crushers commissioned for coal-crushing applications • 5 Surface Miners commissioned in Coal India subsidiaries • 1100 MT Sky bridge in Colombo, fabricated in a factory at EWL works Kancheepuram. Significant Initiatives The business has strategic alliances with leading global technologists to offer comprehensive EPC solutions across the various sectors of mineral beneficiation, steel processing units and mega-sized by-product plants. The technical Digitalisation There is an increased thrust on digitalisation of processes / activities to enhance operational efficiency through faster decision-making with ready availability of data. The large international projects are being executed through Building Information Modelling (BIM) connected philosophy where in-house 3D engineering capability is being extended to 4D for scheduling with Work Breakdown Structure (WBS). Comprehensive solutions for EPC Planning and Monitoring, as well as Communication and Document Management solutions are implemented for projects under execution. Many of the sites have digitalised the workmen induction and tracking processes, while the initiative on connected equipment began giving results in terms of increased utilization. The business has further strengthened real-time monitoring systems for Stockyard Machines, Sand Plant and Surface Miners through IOT and linked customized dashboards for optimum utility of the system for customers. Environment, Health and Safety Leadership and management commitment are demonstrated at all locations and levels, by continual 230 improvement in the EHS processes and their implementation. various digital tools, including virtual Reality (vR) based training modules for ‘Safe Rigging Practices’, have been deployed at all project sites. Concerted efforts are made to involve and engage every employee, including workmen, in the safety cultural transformation, with a training coverage of 0.52 million manhours. Similarly, IB4U (Inspection Before Use) has been launched to track the inspection details of various materials and equipment including P&M, tools and tackle, PPE, etc. All operations have been certified for ISO 45001: Occupational Health & Safety. various national and international awards and accolades have been received for projects and factories in recognition of EHS excellence from the Ministry of Labour and Employment, RoSPA, ICC and customers. Human Resources Focussed interventions for employee learning and growth were implemented through various virtual platforms like RAPL and webinars after mapping the needs across various levels and functions. To reinforce the latest developments in technology and automation in processes, the business has developed a pool of internal trainers. They share knowledge and enhance implementation of these initiatives at all locations for the development of our personnel and to improve productivity. To increase employee satisfaction, the business uses open communication channels like Connect HR, Townhalls, 2-way feedback and an internal newsletter - Sampark, while continuing with appreciation schemes, such as Hi5, NMR and PRAISE. For building future leaders, a focused way of talent building across positions and levels, employees are provided with challenging opportunities across various functions, including job rotation with active handholding and mentoring by senior leaders. Leaders have been identified for senior key positions as part of the succession planning process. Risks and Concerns The impact of the pandemic on the global and national economy and the time the situation takes to return to normalcy will determine the confidence of industry, especially the private sector, towards fresh capital expenditure. COvID-19 will impact business operations, with restrictions on the mobilization of the workforce to MENA and disruptions in the supply chain, which may have adverse effects on the projects under execution. However, strategies to overcome these difficulties are being put in place to minimize impact, and customers are taken into confidence. Outlook While sentiments looked positive for FY 2020-21, the COvID-19 pandemic has put the industry across the globe on the back foot. Global investments may be impacted in developing nations. While the base and light metal prices continued to be subdued, the demand for these metals in the medium-to- long term looks robust enough to meet the growing needs of domestic consumption. While oil prices are recovering after hitting new lows due to weak demand, impact on earnings of the GCC countries may slow down the capex plans of governments. Even though there is a slump in prices of base metals due to weak demand, GCC nations (e.g. KSA) with their own mines are expected to move ahead with capex plans to compensate for the loss of revenues from the oil sector. With expected growth pick-up in the coal and cement sectors, core products like Crushing Plants, Surface Miners and Material Handling equipment are expected to grow at a good pace, especially in the second half of FY 2020-21. 231 MANAGEMENT DISCUSSION AND ANALYSIS POWER BUSINESS ANNUAL REPORT 2019-20 POWER BUSINESS Overview: L&T has established itself as one of the leading EPC players in the Power Plant business in India and is known to deliver complete turnkey business solutions from concept to commissioning for the thermal power industry. The business has built on its core competencies and capabilities and has emerged as a major player in new technologies such as Flue Gas Desulphurization (FGD) in the thermal power plant industry. It now has a sizeable presence in the FGD business. The business has developed its own capabilities for executing large and complex power projects, which include in-house engineering, state-of-the-art manufacturing facilities, competent manpower and decades of experience earned in executing large and complex projects within and outside India. The business has a proven track record of delivering complete power plant solutions with scale and sophistication to meet India’s growing energy needs. L&T’s integrated power equipment manufacturing facility at Hazira, Gujarat, is one of the most advanced in the world. The facility manufactures ultra-supercritical / supercritical boilers, turbines and generators, pulverisers, axial fans and air preheaters, components of FGD and electrostatic precipitators. 400 MW Combined Cycle Power Plant, Bibiyana-III, Bangladesh The business has project management offices at vadodara and Faridabad. The business is now gearing up to make its mark to provide EPC solutions for Turbine Island of nuclear power plants and has taken the necessary steps to participate in tenders for upcoming nuclear power projects. The business has the following Jvs within its fold: L&T-MHPS Boilers Private Limited, 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 Private Limited, a joint venture with Mitsubishi Hitachi Power Systems Limited (MHPS), Japan and Mitsubishi Electric Corp. (MELCO), for manufacture of Steam Turbine Generator (STG) equipment of capacity ranging from 500 MW to 1,000 MW. It is engaged in engineering, design, manufacture, erection and commissioning of ultra-supercritical / supercritical turbines and generators in India. L&T Howden Private Limited, a joint venture with Howden Holdings B.v. L&T Howden, is in the business of regenerative air-preheaters and variable 232 2x660 MW Khargone Thermal Power Plant, Madhya Pradesh, India pitch axial fans (equipment, after-market spares and services) for power plants. 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 the power sector. Business Environment In the wake of the Government’s increasing emphasis on renewable energy, the thermal power sector is growing at a slow pace. However, compared to the previous year, this year witnessed improved ordering in coal-based power projects with the advent of major hydel players like SJvN Limited and THDC India Limited in the coal sector. Major Achievements Some of the major achievements by the business during the year include: • Achieved Commercial Operation of India’s First Ultra Supercritical power project for Central Utility in Madhya Pradesh. Also achieved completion of Performance Guarantee Test of 1st unit and completion of Trial Operation of 2nd unit of this project • Forayed into Turbines for Nuclear sector in collaboration with MHPS, Japan and participated in NPCIL’s ambitious tender for 6x700 MW Turbine Island package for Gorakhpur and Kaiga projects, which are expected to be ordered in financial year 2020-21 L&T’s FGD segment continued its order-winning streak with a total of 13.4 GW out of 65 GW of orders from the Central, State and Private sector companies chasing the deadline of installing FGDs to meet revised emission norms by 2022. • Received Certification for completion of Phased Manufacturing Program (PMP) for Supercritical Steam Generators and Steam Turbine Generators as required under CEA’s regulation for setting-up of Indigenous manufacturing facilities Going forward, the power sector will continue to face challenges like availability of funds, lowering 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 prices. Significant Initiatives As a part of continuous improvement in operating efficiency, the workshop at Hazira (near Surat) for manufacturing of ESP Collecting Electrodes was upgraded to undertake manufacturing of casings made of exotic material (nickel-based high alloy) for absorbers required in FGDs. 233 MANAGEMENT DISCUSSION AND ANALYSIS POWER BUSINESS ANNUAL REPORT 2019-20 2x660 MW Chhabra Thermal Power Plant, Rajasthan, India The business has embarked upon several initiatives to reduce cost in areas like procurement, manufacturing, logistics, value engineering, overheads, etc., and has utilized the services of leading consultants/subject matter experts. The business has been able to improve its competitiveness due to these initiatives and intends to continue its cost-saving journey in the coming years. The business also enhanced its focus on initiatives to achieve quality and EHS excellence and expand its global footprint. Digitalisation The business is working on various digital technologies at its project sites and offices. Its key initiatives include deployment of the Internet of Things (IoT) in various plants and on machinery at sites to benchmark and improve its machine utilization, health of machines and their duty cycles; use of Artificial Intelligence (AI) & Machine Learning (ML) for video analytics like weighbridge and store surveillance; Robotic Process Automation (RPA) to automate repetitive processes to improve people productivity; virtual Reality (vR) using immersive videos for imparting safety training more effectively and Augmented Reality (AR) for initiatives like smart-glass for remote project monitoring to reduce travel time and cost. Efforts are also being made to leverage the available data to get insights such as price discovery for SCM and sentiment analysis for HR using various analytics methodologies. Environment, Health and Safety Safety is one of the core elements of the business. Besides ensuring implementation of robust engineering solutions to enhance safety, various initiatives are being undertaken to sensitize the workforce. The theme-based safety skit is one such innovative platform. Online hazard and near-miss reporting and compliance is an example of embracing digitalisation in safety processes. The business’ commitment towards safety is reaffirmed by various means, including monthly theme-based safety campaigns, audits and inspections. Risks and Concerns With the increased emphasis on renewable energy, the business may face some headwinds on the opportunities available. However, the business anticipates that coal will continue to be a dominant source of power generation in India and that may continue to offer market opportunities. Excess manufacturing capacity, however, will continue to drive the prices downwards and would reflect in the financials of EPC players. The onslaught of the pandemic has set in some uncertainty on project execution timelines, for which the business has initiated the required steps considering force majeure conditions. 234 Supercritical boiler internals being manufactured at Hazira, Gujarat Supercritical turbine being manufactured at Hazira, Gujarat Outlook The projection of 292 GW thermal power capacity by FY25 in the National Infrastructure Pipeline (NIP) report published by the Department of Economic Affairs (Ministry of Finance) and retirals of old, inefficient and polluting power plants indicate that thermal power is still going to be the mainstay in the country’s power generation mix. Considering the huge number of old and inefficient power plants which are nearing retirement, the business is confident of growth in capacity addition in the thermal power sector to match projected rise in demand for power. 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. It is estimated that the total installed capacity of power plants in which FGDs are to be installed is around 167 GW, involving 440 FGD units. Of this, 65 GW of orders have already been placed, while additional 100 GW of orders are expected to gain momentum in time to come. 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 and has tied up with world- class OEMs. Gas-based plants are expected to be slowly revived in India. Since the revival of the domestic gas sector is going to take some time, the business continues to focus on markets outside India for gas-based power plants. The target countries are Bangladesh, Sri Lanka, Myanmar and GCC countries. The business has taken steps to strengthen its presence in the Middle East to capitalise on the available opportunities in this sector. The L&T-MHPS Boiler Jv and L&T-MHPS Turbine Generator Jv are looking forward to leveraging upcoming spares and service opportunities in the domestic market and will continue to explore business opportunities in the international market for export orders. 235 MANAGEMENT DISCUSSION AND ANALYSIS HEAVY ENGINEERING BUSINESS ANNUAL REPORT 2019-20 HEAVY ENGINEERING BUSINESS Overview: L&T Heavy Engineering (HE) is amongst the top 3 global fabricators to supply engineered-to-order critical equipment, piping and systems for core sector industries – Refinery, Petrochemical, Oil & Gas, Gasification, Fertilizer, Thermal & Nuclear Power including critical revamp and up-gradation projects. The business is organized into Business Units (BUs) based on the industries served. The Refinery, Cracker, Oil & Gas and Gasification BU (RCOG) focuses on hydro-processing reactors, high-pressure heat exchangers, gasifiers, pressure vessels, waste heat boiler packages, process plant internals and such critical equipment for process plants. The Fertilizer and Petrochemical BU (FP) focuses on products like ammonia converters, urea reactors, urea strippers, methanol converters and critical reactors for the fertilizer and petrochemical sector. The Nuclear BU supplies highly critical equipment like steam generators, reactor components (end shield assembly, end fittings) and pressurizers for the nuclear power sector. The Modification, Revamp & Upgrade (MRU) unit offers complete solutions for Process Plants through dedicated engineering, procurement, project management and construction services. The Piping Center (LTPC) fabricates critical piping spools for power and other process industries. 236 Coke Drums for Marathon Petroleum Corporation, USA The business has a Jv with Nuclear Power Corporation of India (NPCIL) i.e., L&T Special Steels and Heavy Forgings Private Limited (LTSSHF), to cater to the demand for critical forgings required for the Indian Nuclear Power programme and for other critical 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 & stainless steels) with capacity to produce a single-piece ingot up to 200 MT and forgings up to 120 MT in the first phase. These have applications in critical equipment in Nuclear power plants, Defence, the Hydrocarbon industry and the Power sector. Other applications include separator blocks for the Oil & Gas segment and other heavy forgings for engineering applications. The business has achieved international recognition through an impeccable track record of executing large, complex projects and constantly creating international benchmarks. Capabilities include state- of-the-art fully integrated, globally benchmarked manufacturing facilities, an experienced talent pool and impressive global references for the supply of high-end reactors and high-pressure heat exchangers. The sustainability and safety standards at its manufacturing facilities located in Mumbai, Hazira and vadodara are at par with international standards. Cryostat Base Section for ITER, France Business Environment The business faced fierce competition from European, Korean and domestic fabricators, while Korean, Chinese and European companies continued to get preference due to ECA (Export Credit Agency) financing requirements. Excess global capacities and limited demand put pressure on pricing and deliveries. Amidst stiff competition, the business continued to bag significant orders from global and domestic clients for hydrocracker reactors, ethylene oxide reactors, coke drums, HP heat exchanger and heavy columns, mainly for projects in Middle East, South East Asia, North America and Mexico. In the domestic market, the business bagged orders for high pressure & exotic material heat exchangers for HPCL’s RUF Project and an ethylene oxide reactor for IOCL’s Paradip Project. The domestic Nuclear sector continued to remain sluggish due to delay in fleet procurement orders. Major Achievements In the domestic market, the business has secured the order for the first Coal Gasifier using Air Product Technology solutions for the Talcher Gasification Project. During the year, the country’s heaviest hydrocracker reactor weighing 1858 MT was dispatched to HPCL’s vizag Refinery. On the international front, the business dispatched 16 critical Chrome-Moly-vanadium reactors for ADNOC- Takreer refinery, Abu Dhabi – all delivered before time. The MRU business vertical executed a benchmark project – revamp of an FCCU reactor for the ORPIC Refinery in Oman. On the Nuclear front, the base section and upper cylinder of the Cryostat, a key component of the world’s largest fusion reactor, was delivered to ITER at Cadarache, France. Cycle time for NPCIL’s 700 MWe Steam Generator, currently under manufacturing, was reduced from contractual 48 months to a record 30 months, setting an industrial benchmark. In the Defence sector, LTSSHF has been qualified as the only indigenous producer of large and heavy forgings and thick plates for the prestigious Submarine Programme. Significant Initiatives L&T Heavy Engineering embarked on a journey to be the best manufacturer of critical fabricated equipment in the world, determined to ‘Transform for Future NOW!’ to improve competitiveness and deal with the challenging market scenario. In 2019-20, the business focused on cultural transformation, specifically streamlining initiatives across the units and aligning with the Mission Statement. The Root Cause Analysis (RCA) system was strengthened to 237 MANAGEMENT DISCUSSION AND ANALYSIS HEAVY ENGINEERING BUSINESS ANNUAL REPORT 2019-20 India’s heaviest Hydrocracking Reactor (1858 MT) for HPCL Visakh Refinery expand beyond quality and safety to cover project cost and other overruns. emphasize upon Transparency, Trust, Action-orientation and Teamwork. Environment, Health and Safety The business conducted awareness sessions through the celebration of National Safety Day, Road Safety Week and World Environment Day at the workplace as well as in Surat City. During the year, 48 batches of safety training programmes were conducted at the Safety Innovation School, Hazira for neighbouring industries. As a part of the safe workplace initiative, oxygen sensors were installed at confined locations and various initiatives were undertaken for treatment of emissions, effluents, industrial gases/wastes. The business has adopted ISO 45001:2018 standard from the earlier OHSAS 18001. The business won the ‘Platinum category Energy & Environment Global Safety Award 2020’ at the 10th World Petro Coal Congress 2020. Human Resources The business continued to improve its Performance Management System from SMART (Specific, Measurable, Attainable, Relevant and Time-based) goal-setting to meaningful performance dialogue and subsequent fair performance evaluation. Special programmes were designed with help from internal and external faculty for staff and workmen. These programmes focus on driving the culture of Safety, Quality and Productivity and Employee Engagement was a thrust area for FY20 with the introduction of the ‘Josh Brigade’ – teams of Employee Engagement Champions who drive initiatives at the department level. The Mentorship initiative was extended to promising young managers. Critical role-holders were identified, and succession planning is in progress for a sustainable leadership pipeline. Risks and Concerns The business faces the risk of reduced investments in the refinery sector due to falling crude prices. To mitigate the same, it has expanded its MRU offering, which continues to grow due to focus on upgrades, modernization and revamps of existing plants. Shrinking markets and increasing competition, on both the International and domestic fronts, continues to be a challenge. To sharpen the competitive advantage of engineering strength, the business has identified the role of CTO (Chief Technology Officer) as being exclusively responsible to build and develop engineering and technological capabilities and knowledge management within the Company. Capabilities have been developed for niche equipment for specialty chemicals and petrochemicals like Purified 238 Forging of Nuclear Component at L&T Special Steels and Heavy Forgings Terephthalic Acid (PTA) and Acrylic acid. The business is also expanding into new geographies like North Africa, Egypt, Mexico and MRU offerings for the Middle East and Asia Pacific region. To mitigate the risk of doing business in new geographies, the business avails of export credit insurance to secure credit risk. The business faces foreign competition in domestic projects. To have a level playing field, it is proactively suggesting policy changes to the ministries through industry associates. Anomalies in implementation of Make- in-India and GST by Public Sector Units (PSUs) procurement are being addressed. On the supply chain front, competitive sourcing remains a focus area. With increasing price pressure, the business has identified and developed new vendors in China, Eastern Europe and India. The direct impact of COvID-19 on orders under execution is covered under the force majeure clause of the contract on account of expected delay. Outlook The global pandemic of COvID-19, combined with global recession and a tough business environment, may lead to reduced demand for heavy engineering equipment in the short term. However, with a global recovery expected towards the end of FY 2020-21, we expect the crude prices to improve, which may lead to revival of the capital expenditure cycle. Nuclear customers are increasingly adopting strategies like reverse auction and qualifying new suppliers. This is resulting in a huge supply-demand gap with less demand and excess global capacity, and thus causing increased pressure on price and margin. For the ongoing domestic bids, we expect slow progress in project finalization on account of the COvID-19 pandemic. In the domestic market, we expect new projects in the sectors of Coal to Chemicals, Petrochemical and the Specialty Chemicals industry, and increased demand for MRU services. Nuclear fleet procurement opportunities (700 MWe PHWR projects) are expected to be tendered in FY 2021. For the LTSSHF business, the domestic sectors in the fields of nuclear and defence are expected to grow in the coming years. The Government has cleared the proposal of investment in 10 domestic nuclear power plant (700 MWe each) through bulk ordering. This has opened up opportunities for the Jv with the placement of orders for supply of Steam Generator forgings for 6 units, End Shield Plates for 4 units and forgings for Pressurizer and Bleed Cooler for 4 units. 239 MANAGEMENT DISCUSSION AND ANALYSIS DEFENCE BUSINESS ANNUAL REPORT 2019-20 DEFENCE BUSINESS Overview: L&T has been active in the Defence and strategic sector since the mid-80s, well ahead of the opening up of the sector for private industry participation, by associating with the Defence Research & Development Organisation (DRDO) and Naval indigenisation programmes. Having built a portfolio of technologies, products, systems, platforms and solutions, today L&T Defence provides design-to- delivery solutions across chosen defence segments with a focus on indigenous design, development and production of Naval (Submarines and Warships) and Land Platforms (Armoured Systems, Howitzers), Weapon Systems, Engineering Systems, Missile & Space Launch vehicle subsystems, Sensors, Radar Systems and Avionics. These are complemented by R&D and Design & Engineering Centres for targeted Platforms, Systems & Solutions development. The operations span across two R&D centres, three Design & Engineering Centres and Production centres at multiple locations spread across India to serve the Defence & Aerospace sectors. These include the following facilities: • Submarine hull-building facility and an Armoured Systems manufacturing, integration & testing facility at L&T’s Hazira Complex (near Surat) • Modern shipyard at Kattupalli (near Chennai) 240 L&T-made K9 Vajra-T at Republic Day Parade in New Delhi • Aerospace manufacturing shops for rocket motors for India’s Space Launch vehicles at Powai and Coimbatore • Precision Manufacturing & Systems Complex for Aerospace & Missiles manufacturing at Coimbatore • Advanced Composites facilities at vadodara and Coimbatore • Strategic Systems Complex for Weapon & Engineering Systems and Sensors at Talegaon near Pune • Strategic Electronics Centre at Bengaluru Besides these dedicated facilities, L&T also operates a facility at visakhapatnam under the Government Owned Contractor Operated (GOCO) model for a Strategic Programme. These Work Centres are complemented by R&D Centres at Powai (Mumbai) and Bengaluru, and Design and Engineering Centres for Warship, Submarine and Weapon & Engineering Equipment at Powai and Chennai. The Defence Business is structured into two business groups: 1. Defence & Aerospace 2. Defence Shipbuilding Offshore Patrol Vessel for Indian Coast Guard L&T has provided systems for most of India’s space missions - including those to the moon and Mars 1. Defence & Aerospace Over the years, the Defence and Aerospace (D&A) business has built a bouquet of a wide range of indigenous products, systems, solutions, platforms and technologies through in-house efforts as well as by teaming up with the DRDO, and participation in the Indian Navy’s indigenisation programme for the development of a range of Engineering Systems and Weapon Systems and the realisation of Systems within the country. To date, the D&A strategic business group has indigenously developed more than 250 defence products, and more than 50 of them have been industrialised and delivered in serial production mode. The business model uniquely differentiates with focus on in-house technology and product development, innovation at the core of offerings, mature and equated partnerships with global majors, all of which enable it to maintain market leadership position in an environment where the Government is aggressively pursuing the indigenisation agenda for the long run, and where most indigenous players are dependent on the Transfer of Technology (ToT) model to pursue defence production. The D&A SBG 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 business offers end-to-end solutions for design, construction and through-life support of defence ships. L&T operates two defence shipyards – one at Hazira Manufacturing Complex, and another greenfield mega defence shipyard at Kattupalli, near Chennai. Located across a sprawling 900-acre complex, the Kattupalli Shipyard is India’s largest yard. The design and construction of the yard ensures adaptation of global best practices like modular construction, construction under covered shops, use of a shiplift with dry and wet berths, etc., to enable simultaneous construction of different classes of vessels until near-completion on land and then launching them through the shiplift. A large number of Industry 4.0 practices have been instituted, enhancing the efficiency of construction. A dedicated Warship Design Centre at Chennai is equipped with the latest integrated 3D design, analysis and Product Lifecycle Management tools, and interfaced with project management and ERP systems, in line with global best practices. The Kattupalli Shipyard has been largely engaged in new build and refits / repairs of defence ships of the Indian Navy and Indian Coast Guard. Since 2010, the Shipbuilding business of L&T has designed, constructed and delivered 57 Defence vessels, which include a Floating Dock (Navy), Interceptor Boats and Offshore Patrol vessels (for the Coast Guard) in record time. The unique capability of the business to achieve on-time or ahead of contractual delivery performance in all the 241 MANAGEMENT DISCUSSION AND ANALYSIS DEFENCE BUSINESS ANNUAL REPORT 2019-20 Pinaka Multi Barrel Rocket Launcher Indigenous ASW Rocket Launcher contracts for Defence vessels is a benchmark in itself in the Indian Shipbuilding Industry. The shipyard has a track record of delivering first-of-class vessels on / ahead of schedule with design and construction maturity and in-built quality. L&T purchased the 3% stake held by the Tamil Nadu Industrial Development Corporation Ltd (TIDCO) in L&T Shipbuilding Ltd (LTSB) in April 2019, making it a wholly owned subsidiary. In July 2019, the L&T Board approved the Scheme of Amalgamation of LTSB with L&T wef 1st April, 2019 as record date. The NCLT permissions have since been obtained and LTSB has now been merged with parent Larsen & Toubro Limited. Business Environment The macro picture has been a mixed bag over the recent years. On the one hand, the Government of India (GoI) is taking substantive steps to promote defence exports, boost the acquisition pipeline by preferential categorization in favour of indigenous procurement of Defence systems and accelerating the process of AoNs and RFPs, while, on the other hand, budget constraints have seen orders slip by. There has been a gradual increase in the Defence Modernisation budget. However, the inclusion of the GST (since July 2017) and Customs Duties (since April 2016) as additional outflows from funds allocated to the Ministry of Defence (MoD) had, in effect, cut the capital allocations to Defence in real terms. The consequent decrease in funds available for Defence Modernisation is visible from the drop in the volume of orders placed on Indian companies in preference to imports to address urgent gaps in capability. A few steps have been taken during the FY 2019-20 to defray the Customs duties and IGST on the MoD’s imports (Government-to-Government deals) and specific programmes ordered on system integrators (DPSUs), necessitating import inputs not produced in India and, in the process, freeing some capital for indigenous acquisition from within the budget allocation. As per the Rajya Sabha Q&A data, the MoD has cleared AoNs totalling more than R 409,000 crore worth of programmes for Indian industries to participate in over the last five years. The intent of the Government to achieve a higher degree of indigenisation and self-reliance is visible in the latest policy measures, such as Strategic Partnerships. The Defence procurement policy and procedures continue to evolve with earnest and positive impetus towards ‘Make in India’ and industry friendliness, as can be seen from the draft DPP-2020. While the GoI has taken steps to ensure ease of doing business, concern regarding a level playing field for the private sector continues in the form of retention of provisions to nominate large Defence programmes to state-owned companies. 242 Modular Bridging Systems Floating Dock for Indian Navy Major Achievements During the year, the business has had multiple successes and proud moments, uniquely reaffirming L&T’s positioning as a ‘Nation Builder’. These include: • L&T has been shortlisted as one of the two final contenders as Strategic Partners for P75 (I) submarine programme, and await issuance of the RFP • Successfully delivered multiple Weapon Launch Systems (Land & Naval), Engineering Systems and Missile Systems to the Indian Armed forces • The Work-Centres have set new benchmarks in terms of deliveries (OPvs, K9 vajra-T, PINAKA, Satcom systems to name few), safety and digitalisation • Delivered 44 K9 vajra-T Self-propelled Howitzers ahead of schedule during the year, having reached a peak of 10 deliveries a month, with the team at ASC Hazira ramping up operations • The R&D and Design & Engineering teams have developed a range of new technologies, products and solutions with a focus on emerging technologies such as Unmanned Systems, AR/vR, Image Processing and Predictive Maintenance that were on display at Defexpo 2020, emphasizing uniqueness of offerings, innovation and presence across the value chain • The Kattupalli Shipyard attained the globally unique distinction of complete sea acceptance trials of OPv5 on its maiden sea sortie and cut the build time to below 20 months from the keel-laying • Delivered 2 Offshore Patrol vessels and 5 Interceptor Boats to the Indian Coast Guard, all ahead of contracted schedule • L&T Shipbuilding achieved a breakthrough by initiating execution of a large export order for 12 High Speed Guard Boats from South East Asia and achieved a significant milestone in public-private-partnership by securing workshare from a DPSU Yard for construction of three Defence vessels Significant Initiatives In addition to the focus on Defence Manufacturing to serve the Indian Armed Forces, Direct Exports of our matured weapon systems offerings, either solo or by partnering with DPSU / OFB for weapons, and entering into PPP relationships for and workshare with DPSUs are being pursued as two additional engines for growth. L&T has been working closely with DPSUs over the years and this relationship is being leveraged to target specific programmes and explore new opportunities in both domestic and international markets. The teams embarked on consolidation of work centres and merged its Rabale operations into its Strategic Systems 243 MANAGEMENT DISCUSSION AND ANALYSIS DEFENCE BUSINESS ANNUAL REPORT 2019-20 Chemical Agent Detector Fire Control Radar - designed and developed by L&T Complex (SSC) Talegaon. R&D has been the backbone of the Defence business since its inception and the business will continue investing in R&D to develop new-age technologies and products such as Unmanned Systems (all four segments), Robotics, Additive Manufacturing and Artificial Intelligence. The L&T-MBDA Jv achieved an important landmark, with readiness to operationalize the new inert integration facility at Coimbatore. L&T has been building a strong position in digital design since the mid-90s, and has attained proficiency in elements of Industry 4.0 in its multiple R&D, Design & Engineering Centres and Production work centres that extend to the building of platforms such as warships and submarines. The in-house Warship Design Centre employs highly skilled designers to build platforms in 3D / virtual Domains and extensively use vR/AR tools for walk-through analysis for highly engineered designs which suit the modern production facilities on the shop-floor. L&T’s lead in submarine construction and outfitting and system integration with indigenously developed home- grown technologies draws from its early initiative in the digital domain nearly two decades ago. L&T has been gradually adopting an Industry 4.0 environment using model digital data, tracking and scanning tools and data analytics for planning, quality control and sequencing. The Armoured Systems Complex (factory) built recently at L&T’s Hazira Complex is a modern ‘Industry 4.0-ready’ set-up. It has created a sizeable opportunity for shop-floor engineers and technicians to acquire skill in automation, robotization and multi-disciplinary system integration in order to attain >90% automated welding of armoured vehicle hulls and turrets using a series of robots, as well as to build complex components under the same roof using 3D printing wire-deposition processes for volume deposition. Environment, Health and Safety The safety track record across work centres, customer locations, and Business Partners’ premises has been exemplary. L&T Shipbuilding’s Kattupalli Yard has won the prestigious ‘Sword of Honour’ from the British Safety Council during FY20, making it the first shipyard in India and the fourth globally to achieve such a feat. The business has also implemented digital workmen safety systems such as RFID-based tracking especially in confined spaces, like submarines and warships, as well as tagging of assets for online tracking. The business continues to focus on the triple bottom line and green initiatives. It has achieved significant y-o-y reduction in water and energy consumption, in line with L&T’s sustainability focus. 244 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. L&T Defence has implemented a Technology Leadership Programme to maintain a 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 upon employee engagement initiatives to retain and grow talent and continue to be an employer of choice. Risks and Concerns While the cyclical nature of the business affects the entire Defence sector, for L&T, which has developed a bouquet of products across the segment through in-house efforts, the risk is primarily that of delays and deferment of orders, given the vagaries of Capital budget allocation. It can be seen from parliamentary standing committee reports that the defence modernisation budget allocation was not sufficient even to cover the committed liabilities over the last two years, leading to acquisition programmes getting deferred, cancelled or even reduced in quantities after issuance of RFPs. The lack of funds for new acquisitions has resulted in very low order placement of about R 77,000 crore on Indian industries over the past three years, with large portions being nominated to DPSUs. The rest of the orders are placed on foreign suppliers to address urgent capability gaps. Outlook The impact of social spending as a consequence of the COvID-19 pandemic may further affect the already- inadequate Capex budget available for Armed Forces Modernisation and Indian Space Programmes. Also, the decision-making window in FY 2020-21 is expected to shrink due to the pandemic, leading to the spill-over of a few significant contracts from Defence as well as Space sectors into the next FY. The current slowdown in the economy of the country is expected to marginally affect the release of funds against the Navy’s Capital budget, while the Revenue budget is likely to be significantly impacted, in turn impacting ship refits in the short term. In order to offset the risk of order inflow, the business is pursuing a portion of business from major orders with DPSUs and is exploring increased export opportunities in the short term. To compensate for the effect of productivity loss due to the pandemic, various measures have been initiated for cost reduction in project procurement and revenue expenses, accelerated cash conversion cycle, targeted digitalisation, and reduced outsourcing to gainfully use idling manhours. The outlook for Defence business remains cautious in the short run but positive in medium- long-term, as indigenous production picks up in a big way with the Government making concerted efforts to implement some of its major policy initiatives, such as Strategic Partnership and Indigenously Designed and Manufactured category programmes. By 2027, the Indian Navy intends to operate 175 warships and submarines. Such an 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. Further, L&T’s decades-long partnership with the DRDO in indigenous design and development programmes, including Strategic Programmes, augurs well, with unprecedented opportunities in the pipeline. In the short run, Shipbuilding sees some significant opportunities, given the number of shipbuilding RFPs issued by the MoD during the last FY. Weapons Systems & Engineering Systems programmes have served to offer a strong foundation to consolidate and build upon. The Indian Space Research Organization (ISRO) has initiated action to involve private sector firms in launch vehicle integration, which is likely to create sizeable opportunities in the aerospace segment in the coming years. 245 MANAGEMENT DISCUSSION AND ANALYSIS ELECTRICAL & AUTOMATION BUSINESS ANNUAL REPORT 2019-20 ELECTRICAL & AUTOMATION BUSINESS Overview: L&T’s Electrical & Automation (E&A) business, is a leading supplier of electrical equipment in India. It is engaged in manufacturing low and medium voltage electrical switchgear products (both standard & customized) and energy meters, and executes projects in the control & automation space. In the low voltage (Lv) segment, E&A has two categories of products – standard switchgear products and customised switchboards / electrical panels – and commands the highest market share in India. These products are widely accepted in international markets, particularly in South East Asia, the GCC and select African geographies. E&A’s electrical Agri products have occupied the agricultural market for more than 40 years. Its innovative control-gear products as well as new generation solar energy-supported products give a technological push to the Indian agricultural ecosystem. L&T’s Lv products are manufactured at three locations in India. Customised Lv switchboards are manufactured at two locations in India and one location each in the Kingdom of Saudi Arabia (KSA) and Indonesia. The medium voltage (Mv) range of switchgear products is manufactured in India and Malaysia. E&A’s group Company ‘Tamco Switchgear’ enjoys a 246 City Command & Control Centre, Vadodara Municipal Corporation market-leading share in Malaysia and has a strong foothold in the MENA region, the SEA region, and select geographies in Europe and Australia. E&A has the distinction of being the single largest manufacturer of single-phase energy meters with a leading market position in India. The business has significant capacity to manufacture three-phase / tri-vector meters, and is a pioneer in developing new products. It is one of the first to deploy smart prepaid meters in the country on a large scale. E&A’s System Integration business possesses project management experience of more than 25 years. The business is supported by an in-house manufacturing facility for control panels, combined with its own copyrighted software solution- i-visionmax®. The business provides a one-stop engineered solution coupled with project management skills. The domestic business serves the Indian market and neighbouring countries like Bangladesh, Nepal and Indonesia, while its international arm addresses the GCC market. Clients of the business span a wide range of sectors including Metro Rail, Airports, Renewable Energy/ Solar, Defence, Hospitals, Educational Institutions, Data Centres, Realty, Auto, Food & Beverages, Chemical, Pharma, Textile, Sugar, Automobile and Steel. E&A’s range of switchgear The business’ Lv standard switchgear and agricultural products are marketed through a network of over 650 stockists. Automation products, such as drives and PLCs, are sold through around 75 Integrated solution providers. In addition, the retail market is serviced through a network of 165 Retail Distributors and around 350 Distribution Select Partners. Customers of E&A include both private and publicly-owned undertakings and select corporates. E&A is a full-suite business with strong in-house design and development teams. It has five DSIR- approved R&D facilities and two NABL-accredited testing laboratories for testing products across diverse testing parameters. The 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 service the in-house business needs as well as external customers. To promote good electrical practices in the industry, the business conducts a wide range of training programmes for technicians, customers, engineers, professionals and even students through its Switchgear Training Centres at Pune, Lucknow, Coonoor, Delhi, Kolkata and vadodara. The business has an international presence through the following entities within the group: TAMCO Switchgear is an established manufacturer of low and medium voltage switchgear. Together with its direct subsidiary in Indonesia, Tamco’s international market spans MENA regions, select geographies in Europe, ASEAN countries and Australia. L&T Electrical & Automation FZE (LTEAFZE), located at Jebel Ali Free Zone (Dubai, UAE) provides turnkey engineering, assembly, integration of electrical, instrumentation and telecommunication solutions. It taps into a customer base in the Middle East and Africa. It has a state-of-the-art integration facility in Jebel Ali Free Zone. L&T Electrical & Automation Saudi Arabia Company Limited, located at Dammam in the Kingdom of Saudi Arabia, offers the Gulf market a spectrum of products and services comprising Air Insulated Switchgear (AIS), Gas Insulated Switchgear (GIS), Ring Main Units, Lv Switchgear, Motor Control Centre (MCC) - Fixed / Drawout, Pre-Fabricated / Packaged Sub-stations. Offerings include variable Frequency Drive panels and automation systems, Security Systems and allied equipment such as Transformers, Busducts, DC/UPS, Power Quality Management Systems, as well as erection, testing, commissioning and retrofitting services and maintenance contracts. 247 MANAGEMENT DISCUSSION AND ANALYSIS ELECTRICAL & AUTOMATION BUSINESS ANNUAL REPORT 2019-20 Smart Meters Henikwon Corporation is a leading Malaysia-based Lv and Mv busduct systems’ manufacturer, with offerings for the building and infra segments. The UK-based Servowatch Systems Limited, offers technology in the control & automation space for marine applications as well as other emerging segments. Servowatch is recognized as a world-leading system integrator for modern naval platforms, Super Yacht installations and commercial marine operators. The unique software design allows integration of third-party software into a common operator platform environment. Kana Controls, Kuwait, is a local company that helps L&T penetrate the Kuwait market and enhance its domain expertise in design, engineering, supply and commissioning, as well as render after-sales support of Integrated Automation and Telecommunication Systems based on various global OEM products and technologies. Business Environment The various Government reforms initiated – such as focus on improving 41 different areas, primarily the Energy, Infrastructure and Irrigation sectors in India and making India a USD 5.0 trillion economy by 2024-25 – led the business to begin FY 2019-20 with a healthy order backlog. As the General Elections in India were held at the beginning of the financial year, it was expected that 248 economic performance would remain benign in view of the model code of conduct and slowing down of the decision- making process by the Government in the first quarter of FY 2019-20. The pro-incumbency mandate received by the Government reassured the sustenance of the ‘reform’ agenda. NITI Aayog’s focus on the North Eastern region by proposing to set up industrial estates/parks in such areas set up a platform for growth for the standard product’s division of the business during FY 2019-20. The Government’s continued emphasis on improving rural infrastructure translated into opportunities for the business. various announcements made in the Finance Budget by the Government of India paved the way for creating new infrastructure, public transport systems and airports. The support for renewable energy provided significant opportunities for E&A’s standard switchgear products and switchboards divisions which are functional in the Lv and Mv space. Other notable initiatives like UDAY, Smart Cities, Smart Grid, Pradhan Mantri Krishi Sinchayee Yojana, Pradhan Mantri Kisan Samman Nidhi Yojana and Digital villages continued to remain highlights in FY 2019-20. The Metering division of the business found major opportunities owing to these initiatives and was able to successfully roll out one of the largest Smart Meter projects in India based on the linear polarisation resistance technology. Continued emphasis on smart cities has helped the Control panels at MRPL Control & Automation division of the business to provide technologically superior solutions to the domestic market. for asset management has been developed to monitor Lv switchgear and other electrical system equipment The business also has a significant presence in Malaysia and South East Asian countries through TAMCO. With the drop in growth rates in Malaysia, business opportunities for TAMCO were scaled down. Supported by market demand, enhancement in public- private partnership projects and Government reforms, the business performed on expected lines until January 2020 by achieving profitable growth. However the COvID-19 pandemic began to impact business from February 2020 onwards. Awards • The business’s New Product Development function bagged the Deming Prize, the highest award in Quality. L&T is the first switchgear manufacturing company outside Japan to receive this prestigious award • E&A’s Metering & Protection Systems business unit won the coveted IMC Ramkrishna Bajaj National Quality Award (RBNQA) Performance Excellence Trophy 2019 Significant Initiatives • The switchboard business initiated the manufacture of its ‘Compact Substation’ switchboard at Ahmednagar to enhance manufacturing excellence. A web-based portal • The business received grants for as many as 81 patents, 9 trademarks and 9 design applications in India Product Launches • New MCCBs, new variants of ACBs, contactors, isolators and panel solutions for emerging market segments such as Solar and Railways, new state-of-the-art motor protection relays, controllers for Power Quality Solutions, intelligent products for the Agricultural segment, etc. were launched • The Electrical Systems & Equipment business introduced feeder pillars, compact sub-stations and front RMU with FRTU for the Utilities segment. For the international market, sub-main distribution boards (SMDBs) and GIS for the wind segment were introduced to cater to the Infrastructure sector, including Metros, Airports, Smart Cities and high-end residential complexes. The business also introduced a pre-fabricated electrical substation building, known as ‘E-House’, customized to house all electrical equipment as per project requirements • The Mv portfolio was enhanced by an improved range of GIS for Wind Energy applications and Metro projects • ‘SMART’ Ring Main Units were in high demand in Smart Cities. The domestic Lv Switchboards with the 249 MANAGEMENT DISCUSSION AND ANALYSIS ELECTRICAL & AUTOMATION BUSINESS ANNUAL REPORT 2019-20 Air Insulated Switchgear closed-door operation feature were offered to key customers in the refinery and power plant segments The business also developed a retail management system for the Retail and Agricultural business of its ESP division. • The Metering division worked on the integration of new communication technologies such as 4G, NBIoT and LoRa in the Smart Meter segment • The business successfully rolled out one of India’s largest Smart Meter projects based on the Linear Polarisation Resistance (LPR) technology Digitalisation Key digital initiatives which comprised both new as well as scope enhancement in projects under implementation included: 1. Asset Lifecycle Management, using Radio Frequency Identification (RFID) 2. Robotic Process Automation (RPA) & AI 3. Augmented reality (AR) 4. virtual Reality (vR) - virtual factory visit and Safety Training 5. Sales Force Dot Com (SFDC): The business recently implemented SFDC as a single platform for structured planning, database management and analytics to improve decision-making for its Electrical Standard Product (ESP) sales, business development, product management and service functions. Environment, Health and Safety Energy conservation remained a major focus area in FY20 across all manufacturing locations. various initiatives undertaken have saved total energy of 962580 kWh. Notable initiatives include use of LED lights, optimum temperature setting for ACs, installation of solar panels to reduce conventional energy consumption and the use of the energy-saving option on CNC machines. The Bureau veritas Surveillance audit of the ISO50001 Energy Management. System of the ESP manufacturing campus at Ahmednagar was successfully completed. There have been no accidents reported at the Mahape, Coimbatore and Mysore facilities in the last 2 years. The business conducted a Human Safety Audit at manufacturing locations through M/s TCE in August 2019. One of the outcomes of this audit was the conducting of Safety Leadership Training of line managers and supervisors who are directly responsible for safety at the workplace. This has resulted in safety awareness among employees, and manufacturing facilities have started reporting ‘near miss’ incidents. 250 Human Resources The business has rolled out several digital initiatives to manage the indirect workforce, leading to enhanced productivity and process efficiency. There has been consistent encouragement to adopt on-line learning through Anytime Learning (ATL) and ATL Next across the organization. various leadership development programmes linked to competency requirements at different career stages help build a robust internal pipeline of leadership to take charge of the current and future requirements of the organization. Despite the overhang of divestment, the business has been able to successfully recruit the right talent to meet its manpower requirements. Focus on employee health and wellness, succession and career planning and need-based developmental opportunities have helped retain top talent. The HR practices of the business are well-aligned to the business strategy, and the outreach for development encompasses not just employees but also channel partners and customers, through a variety of training interventions. Risks and Concerns The key concern for the business is keeping pace with fast-evolving technologies to stay relevant to the market. For this, investments in Research and Development are essential. By aligning its business strategy and product portfolio, the business strives to make a winning proposition amidst changing business environments and Government policies. With the progress in the process of divesting the business to Schneider Electric, an impact was felt due to customers’ apprehensions about continuity of service quality. Also, with the pandemic, market sentiments have been affected overall, and the new norms mandated may impact operations. Outlook With the outbreak of the COvID-19 pandemic, economies are expected to contract in the near term, leading to reduced capex by the private sector. The Middle East economies continue to reel under the oil-price meltdown, impacting opportunities in that region. With limited opportunities, the competition is expected to intensify. However, the Government’s emphasis on ‘vocal for Local’ and the push in the rural economy in view of the large migration of workforce from cities to rural areas may work in favour of the business. With the Government’s focus on the large-scale roll-out of Smart Prepaid Meters in order to improve the fiscal health of the DISCOMs, the Metering division stands to gain majorly due to its in-house design and customization capabilities and its large manufacturing capacity. Better prospects are visible in Malaysia for large Mv orders through TAMCO. The growing trade-tensions between the US and China and the world’s changing perception towards China may result in the shifting of manufacturing bases for some of industries to India, Indonesia, etc. The business is likely to benefit from this. The divestment process of the business to Schneider Electric is on course. The approval of the Competition Commission of India, subject to fulfilment of certain conditions, has been received and the business has been classified as a discontinued operation from June 2019. 251 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2019-20 HYDROCARBON BUSINESS Overview: L&T Hydrocarbon Engineering Limited (LTHE), a wholly-owned subsidiary of L&T, provides integrated ‘design-to-build’ turnkey solutions for the hydrocarbon industry globally. The business executes projects for oil and gas extraction and processing, petroleum refining, chemicals and petrochemicals, fertilizers, cross-country pipelines and terminals. In-house capabilities range from front-end design through detailed engineering, procurement, fabrication, project management, construction and installation up to commissioning services. LTHE 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 business has an overseas presence in the Middle East, i.e. in the UAE (Sharjah), Saudi Arabia (Al-Khobar), Kuwait and Oman (Muscat), as well as in Algeria. The business also has a major Modular Fabrication and Heavy Engineering Facility at Sohar in Oman. Bassein Development 3 Well Platform & Pipeline Project for ONGC LTHE caters to clients across the hydrocarbon value- chain through five key 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), FPSO modules, deep-water subsea manifold & structures, living quarters, transportation & installation services, offshore wind-farm projects and decommissioning projects. As a full-fledged EPCI player, it also has in-house offshore installation capability comprising a self-propelled heavy-lift-cum-pipe-lay vessel – LTS 3000 – held in a joint venture, and a wholly-owned pipe-lay barge – LTB 300. Onshore The business vertical provides EPCC solutions for a wide range of onshore hydrocarbon projects covering upstream oil & gas processing, refining, petrochemicals, fertilizers (ammonia & urea complexes), cryogenic storage tanks and LNG regasification terminals and cross-country pipelines. The business has a track record of concurrent execution of multiple mega projects successfully, with diverse technology process licensors. The vertical is 252 The heaviest fully integrated gas platform in Saudi Aramco’s history installed by float-over method at the Hasbah field in Saudi Arabia complemented by the Design Engineering capabilities of L&T-Chiyoda for onshore engineering and L&T Gulf for pipeline engineering. Construction Services This business vertical renders turnkey construction services for refineries, petrochemicals, chemical plants, fertilizers, 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. Modular Fabrication Services The vertical specialises in fabrication and supply of modules and static equipment for offshore oil & gas fields, refineries, petrochemical plants and fertilizer complexes. It has world-class modular fabrication facilities strategically located at Hazira (India’s west coast), Kattupalli (India’s east coast) and Sohar (Oman), with a combined annual capacity in excess of 200,000 MT (depending on the product mix). The business is also equipped to supply foundations and other modules for offshore wind-farm projects and modular e-houses. The all-weather waterfront facilities provide 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. A new Integrated Manufacturing Facility has been recently opened at Jubail in Saudi Arabia to cater to the local market. Advanced Value Engineering & Technology Services (AdVENT) AdvENT (the erstwhile ‘Engineering Services’ vertical) offers customer-centric solutions for the Hydrocarbon sector and emerging industries, while addressing the specific needs of the changing energy sector. Leveraging its domain expertise in high-end engineering and the experience gained from the execution of large-scale, technologically complex EPC projects, AdvENT delivers comprehensive solutions encompassing Design & Engineering, Project Management, Strategic Project Delivery, Modularization, Smart Asset Management and Green Energy to global clients. Business Environment During FY 2019-20, two key drivers impacting a structural shift were the increase in oil supply by OPEC and the 253 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2019-20 Three Gas Production Deck Modules (PDMs) for Saudi Aramco, ready for dispatch from LTHE’s Modular Fabrication Facility at Hazira, India collapse in oil demand by the shuttering of the global economy due to the coronavirus pandemic. The price of oil fell 30% due to oversupply in the first week in March, even before the impact of COvID-19 was factored in. The domestic market also witnessed deferment of projects by a few quarters due to overcapacity in the domestic refining sector. The domestic segment also witnessed stiff competition from new entrants. In the Middle East, the other major focus region for LTHE - the business was impacted by the oil prices coming under pressure due to over-supply and the price war between Saudi Arabia and Russia. Saudi Arabia - where LTHE has a decent market share of the Offshore business, given its position of being the select contractor under the Long Term Agreement (LTA) - saw new contractors being pre-qualified. This impacted LTHE’s share in the contracts being awarded under LTA. Concerted localization efforts in the Kingdom of Saudi Arabia are in progress to position LTHE as a compliant contractor to achieve IKTvA (In-Kingdom Total value Add). In other geographies, such as the UAE and Qatar, the business is addressing the increasing ICv (In-country value) requirements. With a focus on ‘Execution Par Excellence’, LTHE achieved robust financial performance, as compared to its global peers. Major Achievements Major orders won during the year: • EPCIC contract for the development of the Heera Panna Block of the Western Offshore basin involving wellhead platforms, subsea rigid pipelines, riser installation and modification work at existing platforms • EPCIC contract for the development of the Mumbai High South field of the Western Offshore basin involving a Water Injection Platform Bridge connected to the existing WIS platform, Living Quarters, modification and interconnection of all the utilities with the existing platforms • Marjan Incremental Development Project by Saudi Aramco, a mega project in consortium with EMAS AMC PTE Ltd. (a Subsea 7 Company) involving tie-in platforms, tie platform module, production deck modules, 217 km of subsea pipelines and 145 km of subsea cables • EPCI contract from Saudi Aramco, involving 28 offshore jackets in Saudi Arabia’s Zuluf, Marjan, Safaniya and Ribyan offshore fields in consortium with EMAS AMC PTE Ltd. • EPCC contract for setting up a 3.55 MMTPA Residue Upgradation Facility (RUF) for visakh Refinery Modernisation Project (vRMP) at HPCL’s vizag Refinery to convert the heaviest oils into high-quality Euro 6 diesel 254 Cracker Furnace Package under execution for HMEL, Bathinda, India INDMAX FCC Unit including LPG Treatment Facility for IOCL, Bongaigaon, India • EPCC contract for setting up a new 9 MMTPA • The Construction business achieved the Commissioning Atmospheric & vacuum Distillation Unit (AvU) and allied facilities for Barauni Refinery Capacity Expansion Project of Indian Oil Corporation • Process and Piperack Modules (28,000 MT) for a Refinery Project in South East Asia from EPC Contractors Consortium, as a repeat order • Supply of critical modules for Air Separation Process Modules for a leading International Technology Company for their projects in USA and Algeria, as a repeat order • Three Instrumentation Houses for an international client for a project in Algeria Projects Completed • During the year, the Offshore vertical achieved partial mechanical completion for Hasbah II project of Saudi Aramco and completed ONGC’s Bassein Development 3 Well Platform & Pipeline Project and Neelam Re-development & B173AC Project • The Onshore vertical achieved mechanical completion of the IndMax FCC Unit for IOCL Bongaigaon and completed the major milestone of Ready for Commissioning – Multiphase Pump for Haliba Field Development project of Al Dhafra Petroleum Operations Company Ltd., UAE. of Phase-2 of the Coal Bed Methane Development Project at Shahdol in Madhya Pradesh for Reliance Industries, Commissioning of Syngas Phase 2 Project at Kochi for Air Products involving expansion of gas separation facility based on cold-box technology and laying & commissioning of pipeline for Barmer–Pali and Palanpur–Pali projects Significant Initiatives The mission of ‘Execution Par Excellence’ is reflected in LTHE’s 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 has yielded results by way of enhanced cost-competitiveness in its bids and further improvement in its bottom-line for projects under execution. The business is resorting to newer manufacturing techniques such as the Assembly Line Concept and Serial Production technique for fabricating multiple jackets concurrently. Additionally, cutting-edge technologies in the pipe-welding process through automation and process upgradation are implemented at its fabrication facilities and construction sites for increased productivity and better quality. Additionally, Construction Competency Centres and Skill Development Centres have been augmented. 255 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2019-20 Normal Paraffin & Derivative Complex for Farabi Petrochemical Company, Yanbu, KSA LTHE has proactively embarked on an organisation-wide Digital Transformation Programme for integrating Business Processes, Enterprise Software and robust In-house IT applications to enhance execution efficiency. This will result in shorter project cycles, project progress visualisation through Digital Walls, assured delivery schedules, cost- competitiveness and enhanced risk mitigation; thereby providing business differentiators for delivering projects. Additionally, connected-construction machinery and connected-workmen are being tracked through IoT to improve productivity. To create a strong foundation for business intelligence, analytics and knowledge management, LTHE has implemented an Enterprise-wide Project Lifecycle Management programme (EPSILON). This provides a collaborative space for all project stakeholders to interact around a 3D-model-based integrated workspace wherein project teams can plan together, conduct what-if analysis, share and view project updates and manage changes. In order to create new opportunities with a sustained revenue stream, the AdvENT vertical is pursuing several initiatives such as Smart Asset Management, Operation & Maintenance (O&M) services and development of Green Energy projects. The AdvENT business is actively engaged with various R&D Centres and startups to harness emerging technologies and create differentiated solutions for its customers. Environment, Health and Safety The business 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. LTHE 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 clocked over 102 million safe man hours at a stretch across a dozen successful projects in both the domestic as well as international markets, including the three modular fabrication yards. The business 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. Besides introducing new HSE Training and HSE Design Policies, it redefined a set of ‘Golden Safety Rules’ to strengthen and transform the safety culture. Considering HSE performance an important factor for business, many new HSE leading and lagging parameters were added in the monthly online reporting system. Further, various HSE Digitalisation Initiatives were undertaken, such as vR (virtual Reality) based HSE Training, 256 Coal Bed Methane Project (Phase II) for Reliance Industries at Shahdol, India Electronic Permit to Work (e-PTW), Online Incident Reporting & Investigation, Behaviour-based Safety and Digital Health Monitoring. • EHSS excellence award for achieving 25 million safe man-hours from Farabi Petrochemical for N-Paraffin and Derivative complex During the year, the business bagged 22 national and 10 international level awards for best HSE performance. These include: • Certificate of appreciation for achieving 8 million safe man-hours and for Best HSE performance from IOCL for the Indmax FCC project • The British Safety Council’s International Safety Award for demonstrating a strong commitment to good Health & Safety Management • Middle East Energy Award 2019 under the category of ‘HSE Innovation of the Year’ for Workmen Safety Observation Programme • Indian Chamber of Commerce’s National Occupational Safety & Health Award 2019 • Confederation of Indian Industry’s Safety Best Practices Award in recognition of the various HSE initiatives • The Royal Society for the Prevention of Accident Gold Award for Health & Safety performance during the year 2019 The business also received HSE recognition from several clients, a few of which are listed below: • Certificate of appreciation for achieving 32 million safe man-hours from Saudi Aramco for HASBAH Offshore Gas Facilities Increment II • Certificate of appreciation for achieving 5 million safe man-hours from EIL for the HPCL CDU vDU project As a responsible corporate citizen, LTHE is determined to continue operating in an environmentally sustainable manner by fostering the HSE culture in all its activities. Human Resources The business focuses on recruiting and retaining a unique and diverse set of talented and passionate individuals. The organization utilizes various state-of-the-art training infrastructure and resources like the L&T Leadership Development Academy (LDA), the Institute of Project Management (IPM) and technical training centres to develop the employees’ Project Management skills, Functional and Leadership competencies, as well as nurture and groom talent. In order to inculcate a culture of driving continuous career advancement of internal talent, the business has initiated a ‘DREAM’ Career Planning architecture for sustainable growth of employees, and is strengthening its position in 257 MANAGEMENT DISCUSSION AND ANALYSIS HYDROCARBON BUSINESS ANNUAL REPORT 2019-20 A 3D model of 10,000 TPA Hydrazine Hydrate Plant for Gujarat Alkalies and Chemicals Limited (GACL) Social Media through professional networking sites. The design and deployment of the GENIE: Engagement survey with the subsequent business-specific and managerial-level interventions undertaken and communicated through the multiple forums of ‘IGNITE’, such as ‘town halls’, webcasts and video conferencing, bears testimony to LTHE’s commitment in creating a highly engaged workforce. A culture of appreciation is inculcated by various reward and 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 employee motivation. Innovation is recognized based on merit. LTHE appreciates the convergence of divergent thought processes and ideas. The business stands united in its mantra of ‘Together We Succeed’ by practising ‘Execution Par Excellence’. Risks and Concerns The fortunes of the business are heavily linked to the global oil prices and green environment pressures. Further, with nearly 50% of the business originating from international markets, geo-political situations have a major impact on new orders and the execution momentum. With some key competitors rendered with surplus capacity, cost competition is becoming challenging, and is further accentuated by the increasing requirement for localisation in some of the regions where the business has a presence. The business addresses the risks by continuous evaluation of its portfolio, examining the emerging scenario, exploring newer regions and addressing cost-competitiveness on an on-going basis, while undertaking operational excellence. Besides, the business may also face risks such as difficult contract terms set by clients, tight schedules, counterparty risks, currency and commodity exposures, vendor defaults, delay in material delivery, QHSE, productivity, etc. These risks are mitigated through specific actions, such as operational excellence initiatives, alliances, compliance with stringent QHSE standards, timely forex and commodity price hedging, strong contract and claims management and identification of key personnel and talent at the pre-bid stage. The risk management policy and guidelines have facilitated the creation of a consistent set of standard tools and templates incorporating global best practices and procedures. Proactive risk management enables building the ability to anticipate challenges, as well as mitigate and identify opportunities which may help achieve strategic objectives. The business promotes a culture of transparency in flagging problems as early warning signals for the Management’s timely attention. Outlook The downward oil price spiral started with the warring between OPEC and Russia and was further fuelled by the onset of the global pandemic, due to which the oil demand 258 Lowering of new strategic gas export pipeline (Size: 30” / 40” x 146 km) from North Kuwait to Mina Al-Ahmadi for Kuwait Oil Company depleted to a record low. To stabilise the plummeting oil prices, OPEC and Russia have reached an agreement to cut oil production. Further, the U.S. also cut its 2020 oil production forecast by more than 1 million barrels a day due to the plummeting demand and collapsing crude prices. Oil prices are expected to predominantly remain under stress during 2020. volatility and uncertainty in oil prices is expected to delay project awards in the hydrocarbon segment. Further, most of the Middle Eastern GCC economies plan to diversify into several other sectors other than hydrocarbon. With international oil companies evincing interest in the market, investments in West and North Africa may fructify in case crude oil prices show upward movement. On the domestic front, the Ministry of Petroleum and Natural Gas is working in collaboration with various Central Government Ministries, State Governments, and stakeholders to make efforts to achieve reduction in import dependency for oil in the long run through use of alternative fuels like ethanol and biodiesel through the Ethanol Blending in Petrol (EBP) Programme and Biodiesel blending in diesel. The Government has formulated a National Biofuel Policy 2018 to boost the availability of biofuels in country. It has launched a Sustainable Alternative Towards Affordable Transportation (SATAT) initiative for producing Bio CNG by setting up 5000 Bio-CNG plants in next five years. The Union Budget has proposed a capital outlay of R 98,522 crore for oil and gas companies for FY 2020-21, comprising R 52,019 crore for the Exploration and Production segment, R 41,654 crore for the Refining & Market segment R 4,754 crore for the Petrochemical sector. Major domestic pipeline projects which were deferred in FY 2019-20 are expected to pick up during FY 2020-21. The Company will expand its bid pipeline and explore new clients and new markets in the adjacency of its existing capabilities. With the onslaught of the pandemic, numerous challenges are also expected in project execution. The aim of the business will be to remain cash-positive and adopt the PIO approach, viz. Protect the business, be Innovative in approach for solving unanticipated problems and look for Opportunities in the marketplace that could give strategic advantages in the medium and long term. 259 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 IT & TECHNOLOGY SERVICES L&T INFOTECH Overview: L&T Infotech (LTI) is a global technology consulting and digital solutions company helping more than 420 clients succeed in a converging world. With operations in 32 countries, the business goes that extra mile for its clients and accelerates their digital transformation with its Mosaic platform – enabling their mobile, social, analytics, IoT and cloud journeys. Founded in 1997 as a subsidiary of Larsen & Toubro Limited, its unique heritage gives it an unrivalled real-world expertise to solve the most complex challenges of enterprises across all industries. Each day, the team of more than 30,000 LTItes enables clients to improve the effectiveness of their business and technology operations and deliver value to their customers, employees and shareholders. The business has a strong presence in each of the following verticals: • Banking and Financial Services • Insurance • Manufacturing • Energy and Utilities 260 LTI’s Delivery Center in Warsaw, Poland • Consumer packaged goods (CPG), Retail and Pharma • Hi-Tech, Media and Entertainment To further augment its digital capabilities, LTI announced two acquisitions in FY 2019-20. In July 2019, it acquired Lymbyc, a specialist in AI, machine learning and advanced analytics. The Lymbyc acquisition adds to LTI’s Mosaic platform offering. In October 2019, it acquired Powerup, a born-in-cloud company, with cloud consulting capabilities across all three leading cloud platforms – AWS, Microsoft Azure and Google cloud. In addition to cloud-consulting capabilities, Powerup also adds 2 AI products to LTI’s powerful suite of offerings. Business Environment The global Information Technology-Business Process Management (IT-BPM) market, excluding hardware and Engineering, Research & Development (ER&D), grew 5.6% over the last year and stood at USD 1.5 trillion in 2019. Indian IT-BPM industry revenues including hardware and ER&D spend stood at USD 191 billion in FY20. The industry added ~USD 14 billion in incremental revenues last year, representing year-on-year growth of ~ 7.7% in USD terms. IT-BPM export revenues for the industry for FY 2019-20 are expected to reach USD 147 billion, a growth of 8.1% over the past year. LTI Headquarters, Powai, Mumbai The share of digital in industry revenues has jumped from ~20% last year to a range of 26%-28%. Nine digital technology areas will emerge as the fastest-growing and highest-impacting, with the combined potential to deliver one-third of the USD 100 trillion. The nine areas include three foundational technologies – Big Data and Analytics, Cloud Computing, and Cybersecurity – and six advanced technologies – Artificial Intelligence, Internet of Things, 3D Printing, Robotics, Blockchain, and Immersive Media. The strong digital foundation that Indian technology has built over the last decade underpinned the remarkable agility and resilience in responding to the COvID-19 crisis; ensuring business continuity for all global clients while prioritizing the safety of its professionals. The vertical specific key trends observed are as follows: a) Banking and Financial Services: With the Banking industry being a fast adopter of advanced data analytics and AI-based strategies, as customer data segmentation and enhanced decision support become key priorities, this sector saw an increase in spend on digital technologies. COvID-19 has the potential to change the way people bank, forever marking a clear shift towards digital and cloud. It is expected that most routine operations would move to the cloud as cloud-native technologies can enhance customer experience while reducing costs at the same time. b) Insurance: Cost optimization and legacy systems’ modernization are the key drivers of growth, and many insurers are shifting from the product-centric to a customer-centric business model, so insurance companies are open to form partnerships with ‘InsurTechs’ which will help them cut costs and improve business process efficiencies, as well as provide a better customer experience. c) Manufacturing: This sector includes Industrial Manufacturing, Automotive & Aerospace. The automotive industry has been facing an unprecedented technology and business model transformation, driven mainly by Connected, Autonomous, Shared and Electric mobility (CASE). These trends will continue to drive the industry evolution going forward. The industrial manufacturing sector is witnessing the importance of the Digital Twin in maintaining operations within the manufacturing ecosystem, and the emerging and expanding role of collaborative robots, remote work and the ‘virtual shift’ in the manufacturing sectors. d) Energy and Utilities: Cloud migration has helped companies leverage solutions for automated adaptive planning and scheduling of production, logistics and service processes, which in turn will enhance operational efficiency by reducing human interventions. e) CPG, Retail and Pharma: Competition from Direct-to-consumer companies is changing business 261 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 Mosaic Experience Centre models for CPG players. Companies are investing in customer-centric digital technologies, such as virtual Shelves, Digital Kiosks, Self-Checkout, Digital Reality, etc. As pharma companies generate a huge amount of health data, linking them to new technologies to build digital platforms is the way forward to transform their businesses. Emerging technologies, such as mHealth, Robotic Surgeries and 3D Printing, are paving their way in the Life Sciences industry. f) Hi-Tech, Media and Entertainment: Direct-to- Consumer is a strong theme emerging from the necessity to understand customer preferences and behaviour. In the Media and Entertainment sector, content creation and prediction, along with personalization, are the keys to providing a seamless user experience. In Hi-Tech, 5G technology is slated to drive the market for the next several years and open opportunities in Over-the-top (OTT) and E-commerce. FY 2019-20 marks the fourth consecutive year of industry-leading double-digit growth from LTI in constant currency terms. Major Achievements In FY 2019-20, LTI further strengthened its partnership and alliances ecosystem. LTI received the AWS SAP Competency partner certification, positioning it on an exclusive list of AWS global partners. Elevation of LTI to ‘Gold’ partnership with Pega and ‘Premier’ partnership with MuleSoft reaffirms the resolve of the business to remain relevant to clients. During the year, LTI’s long-term rating has been upgraded by CRISIL to AAA/Stable from AA+/Positive. The National Stock Exchange of India Ltd. (NSE) has included LTI in its Nifty Next 50 Index. Large Deal Wins a) A US based insurance company, a new logo has selected LTI for a multi-year, multi-million-dollar managed services deal for its IT infrastructure and IT security operations b) A US based utility company, a new logo has selected LTI for multi-year, multi-million-dollar deal to provide Cloud and Infrastructure Managed services c) Won a multi-year, multi-million-dollar managed services engagement with a European financial institution, a new logo d) A leading power generation company chose LTI as its partner for a greenfield and organization-wide implementation of SAP S/4 HANA e) A multi-year, multi-million-dollar deal for transforming the global application operations of a global auto ancillary manufacturer 262 LTI’s state-of-the-art Delivery Center in Johannesburg, South Africa f) An apex government body selected LTI to create a conceptual framework on Data Management, integrating and harmonizing the available data sets in various key sectors through a single-window system for better governance g) A multi-year, multi-million-dollar deal for complete digital transformation, enhancing productivity and quality of service of a key government ministry by implementing new microservices-based applications and building a data and analytics platform d) LTI featured as a Major Contender in Everest Group Talent Readiness for Next-generation IT Services PEAK Matrix™ Assessment 2020 e) LTI positioned as a Major Contender and Star Performer in Everest Group Application and Digital Services in Banking – Services PEAK Matrix™ Assessment 2020 f) Won the SAP Pinnacle Award for Industry Innovation Partner of the Year 2020 g) LTI is now a constituent of the FTSE4Good Index Series h) A large energy retail company selected LTI for an following the June 2019 index review end-to-end managed services deal for its IT applications and infrastructure operations Awards and Recognition a) LTI ranked as a Leader in AI-based Automation Capability in Software Testing Services: AI and Digital Next-Gen Testing NelsonHall NEAT report 2019 b) LTI’s Digital Transformative Agribusiness case study recognized in ISG’s Global Digital Excellence: 25 Winning Partnerships Book c) LTI ranked as HFS Top 10 IoT Service Providers 2019 h) LTI has been felicitated with the ZEE Business National CSR Leadership Award 2019 for Innovation in CSR practices Significant Initiatives The advent of newer and efficient technologies is driving extraordinary changes across different industry verticals all over the world. During these tumultuous shifts, there are early signs of winners who would outgrow their competitors and establish themselves as Breakaway Enterprises. The common thread across these companies is they are fast adopters of technology and are reshaping their organisation at a pace and agility that has not been witnessed in the past. 263 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 LTI Welcome Center in Powai At LTI, we believe enterprises need to master four essential plays to be a breakaway leader: • Operate to transform – leveraging automation in everyday operations and solving for the unstated needs • Data driven Organization – harnessing the power of analytics • Experience Transformation for their customers and employees • Digitize the Core by leveraging real-world know-how of the client’s industry domain LTI’s go-to-market strategy that is believed to help enterprises to be breakaway leaders continues to be the same as last year. It is continuously working towards ‘strengthening to solve’ along these four plays by investing in people and sharpening capabilities. LTI’s programmatic capability building focuses on hiring and re-skilling employees in digital technologies, developing vertical-centric platforms, augmenting key partnerships and acquiring unique capabilities. xFH – LTI Design for Thriving in the WFH Future For the foreseeable future, WFH is the new global norm. As with any competitive landscape, some organizations will find ways to adapt and thrive under a fully distributed model, while others will, unfortunately, flounder. 264 That’s what the xFH model is all about: helping organizations make sense of their own WFH model, understand the layers that comprise it, then drive meaningful and impactful interventions at each of those layers – and across all layers – to ensure optimal business outcomes. At LTI, the WFH is broken down into five layers, each with a specific set of interventions, tools, governance and outcomes – these layers traverse foundational needs to include both team and individual requirements. LTI has demonstrated agility and nimbleness to adapt to the challenges posed by COvID-19. This, combined with its strategy to help customers become Breakaway Enterprises, is enabling LTI stand out in the marketplace. Human Resources LTI crossed the 30,000-employee mark in FY 2019-20. The LTI culture is one of inclusivity and transparency. A gender- inclusive workforce is a natural result of this outlook, which is deeply woven into its ways of working. As of March 31, 2020, 31% of its workforce comprises women. LTI’s unique recruitment programme ‘Revive with LTI’ provides return- to-work opportunities to experienced women professionals, who are currently on sabbatical, under which they receive on-the-job training, mentorship from senior leaders and the opportunity to work on trending technologies in LTI. In the area of talent management and digital skilling, the business has launched an AI-based solution that will help LTI‘s Delivery Center at Pune LTI’s Delivery Center in Bengaluru, India contextualize and speed up hiring, skilling – specifically focused on digital – and deployment. It provides accurate ways of matching the right talent with the relevant job at speeds that significantly cut down on sourcing and hiring times. Besides providing a business-context based skill map-gap analysis, it also ensures an improved employee as well as candidate experience. A key goal for the business in FY 2019-20 has been to focus on continuous reduction in attrition. Towards this, LTI launched the ‘iLead’ series to help first-time managers develop their leadership skills and help in talent retention. To tap the vast talent pool in colleges, LTI flagged off the ‘Brand Icon’ initiative – a strategic programme designed to engage with selected colleges, not just for branding but from a 360-degree-development perspective between academia and corporates. Student development programmes like webinars and workshops were conducted by the LTI industry experts. The global sales leadership incubation programme – ‘iRise’ – has won recognition at the ‘2019 Stevie Awards for Great Employers’. Currently in its 3rd batch, iRise is a 12-month onboarding programme aimed at building the global sales leaders of tomorrow. In its recent report “Talent Readiness for Next-generation IT Services PEAK Matrix™ Assessment 2020: Closing the Demand-Supply Gap”, the Everest Group has ranked LTI as the leading service provider for talent readiness for next-generation data services skills. This ranking is on account of LTI’s focused talent development efforts across the entire data value chain of data storage and management, data gathering, and data analytics. In response to the COvID-19 outbreak, LTI has swiftly enabled the work-from-home option for almost all of its employees, ensuring the safety and well-being of its employees, while maintaining continuity of operations. A global helpline and email address have been set up to answer questions about COvID-19. Regular updates and information to employees through emails, Intranet and other communication channels have been ensured. An internal portal has been set up which acts as a one-stop destination for accurate information and guidelines about COvID-19. For India-based employees, LTI SafeRadius - a GDPR- compliant return-to-work app-based solution was launched to track and monitor an employee’s health and safety, and for issuing regional alerts from the HR and Admin teams. Risks and Concerns Client relationships are at the core of the business. LTI enjoys a history of high client retention and continues to derive a significant proportion of revenue from repeat business built on the successful execution of prior engagements. Also, efforts are on to expand the client base and geographies, as well as increase the value-add of deliverables. 265 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 Mindtree West Campus, Bengaluru The major risks faced by the business include failure to align the services portfolio with newer and in-demand technologies, leading to lower operating revenue. A technology architecture group has been created to ensure continuous skill alignment with market needs. Evolving geo- political and economic conditions may affect the client’s business and LTI’s delivery, which is mitigated by regular monitoring. Changes in immigration policies of countries where LTI has significant business may affect its 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 organizational knowledge and relationships. LTI has launched programmes for employee engagement and has a framework in place to reward high-potential employees. Outlook The risks emanating from the global pandemic continue to evolve. With sustained investments in capabilities and clients concurring with a xFH approach in response to COvID-19, the business is confident of a robust, resilient and sustainable business model. 266 MINDTREE Overview: During the year, subsequent to acquisition of control, Mindtree was consolidated as a subsidiary in the L&T Group, from the second quarter of the financial year. Mindtree is a global technology consulting and services company, helping Global 2000 corporations marry scale with agility to achieve a competitive advantage. ‘Born digital’ in 1999, more than 340 enterprise clients rely on the entity’s deep domain knowledge to break down silos, make sense of digital complexity and bring new initiatives to market faster. Mindtree enables IT to move at the speed of business, leveraging emerging technologies and the efficiencies of continuous delivery to spur business innovation. Mindtree offers an extensive range of technology- driven customized solutions. Mindtree’s digital strategy is pivoted on multiple solutions, IPs, and frameworks cutting across several service offerings, covering areas such as real-time recommendations, social media intelligence, workforce productivity, customer analytics, and sales enablement. The entity’s expertise in digital solutions span across Immersive Aurora Experience Center Adobe, Salesforce, and Sitecore. It services clients in diverse industries such as Retail, CPG and Manufacturing, Travel & Hospitality, Banking, Financial Services & Insurance, High-Technology and Media. Mindtree is a Digital Next company with the main emphasis on the digital transformation of its clients to make them a better suited for future disruptions. Mindtree has grown as a trusted service provider for its clients and has repeatedly proven its technological expertise and domain capabilities. Digital Next Intelligent Enterprise for Future Possibilities Mindtree plays the foremost role in its clients’ digital transformation and customer experience development. Mindtree’s clients’ businesses are highly influenced by their customer experience and the ease of use of all provided services. Emerging technologies are defining businesses even more than before. Therefore, companies have to be more aggressive in their uptake of new offerings, before they disrupt their business models. Mindtree develops innovative solutions and platforms around such unique customer and cross-sector requirements. Automation At Mindtree, automation strategy is platform and technology agonistic. Niche technologies like Machine Learning and RPA are used to automate repeatable and reusable tasks. At present, 764 BOTs are employed along with Mindtree Minds to provide top-notch client deliverables. Application Managed Services Mindtree has developed unique end-to-end workflow-driven Application Managed Services that take complete lifecycle ownership of client enterprise applications. Through the AMS practice, Mindtree has grown to become a strategic partner for clients’ business growth. The wide range of services provided to clients through this practice includes: • Transition and planning management – Performing system audit and creating a tailored plan for IT transformation completely aligned to business objectives and relevant KPIs • DevOps – Automation of all possible IT services and transforming existing business into an agile and lean IT system • Test Automation capabilities – For complete software test automation of client application with reduced time to production 267 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 Kalinga Campus, Bhubaneswar • End-to-end Managed Services – Providing omnichannel support and business aligned KPIs • SAP: Mindtree is the world’s only integrated service provider with expertise on the SAP HANA platform • Application Modernization – To identify and eliminate redundancies in client systems, thereby enhancing customer experience through increased speed of operation, new features and add-ons Expert Thinking Mindtree helps its clients re-imagine their business, providing unique solutions and digital transformation by leveraging next-generation and emerging technologies, including Blockchain, Machine Learning and Artificial Intelligence, Internet of Things and Cloud. Services ranging from ideation to customized solution building and implementation are carried out across the entire digital value chain. Alliance and Partnerships • Microsoft: Gold Cloud Partner, through which access to all Microsoft resources is available, delivering the best possible solutions to its customers • Salesforce partner ecosystem: A Platinum partner, specialising in Salesforce implementation strategies to drive digital growth through client engagement • Amazon Web Services: Advanced Consulting Partner in the Amazon Partner Network (APN) for AWS • Adobe: Business Partner within the Adobe Solution Partner Programme, which brings together a full suite of customer experience transformation services and Adobe Experience Cloud solutions to accelerate the digital transformation journey Business Environment The IT BPM sector in India grew at the rate of 6.1% year-on-year. The IT and ITES industry grew from USD 170 billion in FY19 to USD 181 billion in FY20. India’s IT industry contributed around 7.7% of the country’s GDP. India has become the largest digital capabilities hub in the world with about 75% of the global digital talent being present here. The COvID-19 pandemic has had an unprecedented impact at different levels viz. health and safety risks for Mindtree Minds, impact on clients which may lead to reduction in customer discretionary IT spends, delivery disruptions as well as increase in financial, compliance and operational risks. Mindtree set up a War Room consisting of senior leaders from different functions to co-ordinate response to COvID-19. 268 Digital Pumpkin, London Digital Pumpkin, Bengaluru Significant Initiatives Customer satisfaction is one of the key performance indicators in Mindtree. Customer feedback is regularly gathered through quarterly Project Feedback Survey (PFS) and annual Customer Experience Survey (CES) which helps in monitoring account health and interest. Awards The entity has been recognized on multiple fronts for its capabilities in a wide range of offerings including Digital, Cloud, Automation and other next generation developments. A few highlights include: • Mindtree has been placed on ‘The Best of The Global Outsourcing 100®’ list by the International Association of Outsourcing Professionals (IAOP) • Zinnov positions Mindtree in the Leadership Zone in Overall Digital Services and across Six Categories in the Zinnov Zones for Digital Services 2019 Report • Mindtree named Overall Winner of the 2019 ISG Star of Excellence Awards™ for Core Technology Services • Mindtree won at the 2019 Paragon Awards™ in the Excellence Category for Outstanding Service Delivery for a Global Airline • Mindtree recognized as an Innovator in Avasant’s Intelligent Automation Services Radarview™ Report 2019 - 2020 • Received several awards from The ISG Provider Lens™ Report viz. Leader for providing Professional Services for Salesforce Sales and Service Cloud in USA, Leader for Private/Hybrid Cloud – Data Center Services & Solutions, Rising Star in Service Operation and Delivery (US), Global Leader for Next-gen ADM services • Conferred South Asian Federation of Accountants (SAFA) best-presented accounts award for its strong ethics, excellence in financial reporting and corporate governance • Best Compliance Framework award by UBS Forums Environment, Health and Safety The entity is determined to reduce its carbon footprint through initiatives to conserve energy and water. It continuously strives to improve energy efficiency, increase the use of renewable energy, enhance water sustainability and reduce waste to landfills. The entity has installed a turbo core chiller, resulting in an average annualized reduction of power consumption. Installation of LED fixtures across locations, UPS optimization, AC retrofit activity, shift rationalization through Routematic Application, a common bus system and so on led to reduced carbon emissions. In order to reduce freshwater consumption and to make its Pune facility a zero-discharge facility, its sewage treatment plant was upgraded to a newer technology. At Bengaluru, 269 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 Digital Pumpkin, New Jersey various water conservation programmes, such as installation of advanced aerators and reuse of RO reject water, resulted in saving of fresh water. Gladius IoT, a full-fledged building IoT solution which integrates all aspects of building management systems with the IT systems, is operational at Mindtree Kalinga and Bengaluru West campus. The system monitors energy consumption in the building, across the floors and prevents avoidable energy losses. The entity is committed to providing a safe and healthy workplace to employees. The aim is to make it a zero- incident campus. Post COvID-19, the entity is closely following WHO guidelines for health and safety. It has set up a 24-hour medical hotline for all employees to report any COvID-19 concerns, including diagnoses. Top priority has been given to safeguarding the health and safety of employees, while also ensuring the continuity of customer deliverables. Human Resources Mindtree creates a work environment where Mindtree Minds feel recognized for their efforts and contribution, thus creating an organization nurturing high performance, innovation and execution excellence. Through its focus on diversity and inclusion, women-centric leadership programmes cover more lady minds throughout the 270 organization. The onboarding programme for new Mindtree Minds and Mindtree Kalinga – The Global Learning Center was designed to create Engineers of Tomorrow. The homegrown, cloud-based learning platform – Yorbit – has over 2400 courses that cover 900+ skills. More than 87,000 courses have been completed on Yorbit in the current FY. The entity also has an Enterprise Leadership Programme for leaders identified from a combination of Talent Review and Leadership nominations to ensure a diverse group across functions (sales, delivery, enabling functions) and geographies. SpotOn – Mindtree’s Rewards and Recognition tool – has been built to strengthen the ways by which Mindtree Minds can recognize each other, and provides People Manager and Peer Awards that focus on instantaneous recognition. Risks and Concerns As a global enterprise, Mindtree is exposed to a range of external as well as internal risks that have a significant impact on its performance. In order to efficiently manage these, a strong risk management architecture has been built. The entity identifies, assesses, manages and reports on the principal risks that could affect its ability to implement strategies and deliver commitments. Its robust enterprise risk management programme propels a culture of informed and responsible risk handling to achieve the desired growth. Network Operations Center, Bengaluru LTTS prototype of the Battery Management System used in Electric Vehicles The business faces the risk of revenue concentration with top clients. Changes in immigration policies of countries like the US, which is tightening its visa norms, where Mindtree has significant business, may affect its ability to position consultants at client locations. It could face margin pressures due to competitive pricing, tactical movements by competitors to gain market share, or escalating costs. With a majority of the revenue being foreign currency denominated, the business carries translation and transaction foreign exchange risks. A formal Board- approved hedging strategy is reviewed periodically. Cyber Risk has emerged as a top risk across industries as organizations are moving to newer areas of engagement such as social, mobile computing and cloud computing. The entity has leveraged leading industry standards to develop cyber security frameworks. In the knowledge industry, attracting and retaining people with the right skills is imperative for long-term success. Employee-friendly policies, learning plans and career growth options have ensured that attrition remains at tolerable limits. Outlook The COvID-19 outbreak has been creating an unprecedented level of uncertainty with major economies virtually coming to a halt. The business is well equipped to handle the global crisis based on the business continuity plan that has been successfully implemented to ensure the health and safety of employees while fully supporting clients worldwide. Looking ahead in 2020-21, the business anticipates a drop in demand, curtailment of discretionary spends and cost-optimization pressure within clients’ business. At the same time, the business also expects demand from clients for digital and transformational services as they invest into data, cloud-enabled solutions, customer-centric and end user experience businesses. Focus would be on signing multi-year annuity deals, rationalizing tail-accounts and going deeper into the limited set of strategic clients. The business will continue co-selling with long-standing strategic partners. The business will continue to drive operational efficiencies for margin-expansion and continue the profitable growth journey. L&T TECHNOLOGY SERVICES 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 69 Fortune 500 companies 271 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 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. and 53 of the world’s top ER&D companies across industrial products, transportation, telecom & hi-tech, medical devices and plant engineering. The business also provides digital engineering advisory services to some of the world’s leading enterprises. The key differentiators for LTTS’ 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 best-in-class platforms and solutions in areas such as Advanced Driver Assistance System (ADAS), Autonomous Drive (AD) and Electrical vehicles (Ev). In the Aerospace sector, LTTS’ offerings encompass a wide spectrum, including aero engine, aero structure & systems, avionics, air traffic management and new-age disruptive digital transformation solutions, which cater to all phases of the Aircraft Lifecycle – design, manufacturing, and aftermarket services. LTTS has over a decade of domain expertise in the Trucks and Off-highway segment, and offers services across industries like Construction & Mining, Cranes & Material Handlers, Commercial vehicles, Agricultural & Gardening Equipment, Powersports and Polymer. Industrial Products: LTTS helps its OEM customers across building automation, home and office products, energy, process control and machinery backed by its deep domain expertise across software, electronics, connectivity, mechanical engineering, industrial networking protocols, User Interface/User Experience (UI/UX), test frameworks and enterprise control solutions. Telecom & Hi-tech: LTTS’ Telecom and Hi-tech vertical provides engineering services and solutions that cater to five key sectors: Telecom, Consumer Electronics, Semiconductor, ISv, and Media & Entertainment. For the Telecom sector, the services provided include product variant design & development, maintenance, testing, support, optimization, system integration and professional services (pre-deployment, deployment & post-deployment). For the Semiconductors industry, LTTS provides turnkey design services, IC design services, hardware system design, platform software, modem services, verification & validation, multimedia, connectivity, storage, mechanical engineering, and customer engineering support. For the Consumer Electronics segment, it provides services in the areas of product conceptualization, design & development, platform software, testing & certification, manufacturing support, product maintenance, and product launch support. For the Media & Entertainment industry, it provides services in product engineering, product conceptualization, 272 The IoT Innovation Hub in Bengaluru is where IoT solutions come to life - from connected workers to smart fuel dispensers design & development, testing & certification, manufacturing support, product maintenance, and value engineering. And in ISv, LTTS undertakes application engineering, vLSI, cloud engineering, product uplift, platform development & migration, product support, testing and certification. Plant Engineering: As an engineering, procurement, and construction management (EPCM) specialist, LTTS supports every phase of a plant’s lifecycle, from concept to commissioning. The business enables its customers to address all their engineering requirements to streamline their processes, resolve downtime issues, and adhere to statutory, human safety, machine safety, regulatory compliance as well as local and global standards. LTTS provides end-to-end solutions in the areas of plant design, process engineering, project management, construction management, MOC (management of change), and handover of operations to its customers in the Chemical, Consumer Packaged Goods (CPG), and Oil & Gas sectors. Medical Devices: LTTS helps medical device OEMs address various industry challenges, including acceleration of the product development cycle, reduction of time-to-market, value engineering, and product launches in various geographies in compliance with the regional regulatory requirements. It focuses on delivering solutions in in-vitro diagnostics, patient mobility services, musculoskeletal services, surgical services, cardiovascular, home healthcare and general medical. LTTS also provides pre-compliance testing and validation support, including product/ compliance remediation, complaint management, and regulatory documentation support. Business Environment According to NASSCOM, India’s ER&D services sector (comprising embedded systems, ER&D and product engineering services) is the fastest growing sector within the Indian technology space – estimated to grow at 11 percent Y-o-Y to reach USD 32.7 billion in FY20. NASSCOM reports that, over the last 5-6 years, India’s ER&D services sector has been a story of consistent double-digit growth, even as the overall IT industry has grown in single digits. The global ER&D spend remained strong at USD 1.5 trillion in the calendar year 2019 (growth of 5.3% Y-o-Y), driven by increasingly software-led engineering and digital technologies (like IoT and analytics). Digital Engineering is going to be the focus area for enterprises with growing requirements for a better user experience and personalization, greater adoption of platforms and cloud, and consolidation to build full-stack capabilities. Zinnov reiterates this fact by observing that the global ER&D spend is resilient and has witnessed growth despite the slowdown and geo-political factors. Zinnov also forecasts that enterprises will continue to invest in Digital 273 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 LTTS’ Motor Dyne system conducts troubleshooting of power electronics LTTS’ Hardware & Test Equipment covers sectors like avionics, communication, and security systems Engineering initiatives to stay relevant. The global spend of Digital Engineering is expected to grow at a CAGR of 19 percent, from USD 403 billion in 2019 to reach USD 1153 billion by 2025. LTTS’ service portfolios have well-defined offerings in the ER&D sector. Through its services and solutions in the areas of Core Engineering, Digital Engineering and Digital Advisory Practice combined with its Innovation Engine, the entity is well- positioned to provide customers with business value propositions throughout their value chain needs across domains and industries. This is further corroborated through its positioning as an established technology leader by industry experts such as Zinnov, ISG, ARC, IDC, NelsonHall, and Frost & Sullivan. Major Achievements LTTS had a healthy inflow of projects across all its verticals. Several multi-million-dollar deals were won across the globe. Order Wins Transportation • Airbus India selected LTTS to manage their Avionics Software Development, v&v (validation & verification) and Data Analytics • A European components supplier for autonomous vehicles has selected LTTS as its engineering partner for key programmes in Advanced Driving Assistance Systems (ADAS) and Automated Driving (AD) domains • A leading Swedish Automotive OEM has awarded LTTS a multi-year programme to set up a SCRUM team to develop and manage the software components in Brakes, Steering, Suspension and Climate Control Domains • A leading auto parts maker has awarded LTTS a multi- year programme for design and development of their Engine Control Unit (ECU) for enhanced fuel efficiency for a new range of powertrains for their vehicles • A global automotive manufacturer has chosen LTTS for the development of their AUTOSAR platform and integration of 5G telematics modules • LTTS was selected as strategic partner by a European automotive manufacturer for its electric Powertrain (ePowertrain) practice Industrial Products • For an industrial automation company, LTTS won an order to develop IoT firmware for next-generation motor drives and controllers • LTTS is setting up a development and design centre in India for a European manufacturer to provide engineering projects across Embedded, Mechanical and Connectivity domains 274 Engineers develop and test microscopy software in LTTS’ Microscopy Lab LTTS’ automation frameworks for 5G rollout will enable clients to get first mover advantage • A global manufacturer of Drinking Water Management solutions has chosen LTTS to be their sole engineering services partner to support various advanced digital programmes including NPD and sensorization • A major industrial automation company has awarded LTTS a multi-year contract to develop an electrical power module using end-to-end engineering protocols Telecom and Hi-Tech • LTTS won a contract from a global technology conglomerate for vLSI engineering services spanning its product suite of AR and vR enabled solutions • One of the world’s leading technology firms has awarded LTTS a multi-year deal involving an engineering analytics program for next-generation wireless laptops and processors • The world’s leading datacentre solutions provider has awarded LTTS a programme to validate their family of high-speed platforms and to set up a Centre of Excellence (CoE) • LTTS will deploy its intelligent buildings framework i-BEMS to help a multinational technology company optimize energy conservation, implement analytics and enhance UX • A European media and communications conglomerate awarded LTTS a contract to develop next-generation Hybrid Boxes that support 4K resolution • LTTS has been awarded a programme by a global media firm to design and develop a next-generation chipset for broad-band and video security Medical Devices • For a leading medical device manufacturer, LTTS is executing a complete Design History File (DHF) and European Union (EU) Medical Device Regulation & Remediation project in the Newborn Care and Neurology markets • LTTS has secured the next phase of development of a digital health programme for one of the top life sciences companies in the US • A global medical devices OEM awarded LTTS a contract to develop a new IoT platform to remotely monitor their life sciences products installed globally • For a global healthcare company, LTTS was chosen to be their engineering partner to set up a CoE that will provide support investigating and analysing reporting of complaints for regulatory filing in the US and Europe • LTTS secured an order from a medical equipment manufacturer for the design and development of a new bedside patient-monitoring device Plant Engineering • A leading German chemical company has awarded LTTS a programme to offer end-to-end services for a brownfield plant expansion 275 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 5G Test Solutions are vital in the deployment and success of evolving 5G networks LTTS’ Transport Instrument Cluster takes signals from various sensors and conveys them to the driver • LTTS won a large deal to implement over 600 engineering applications for a leading US-based EPC company • One of the largest beverage companies in the world has selected LTTS for an Engineering, Procurement and Construction Management Programme (EPCM) to replace the age-old wastewater treatment system at one of its key manufacturing plants • LTTS was awarded a project to set up an Engineering value Centre (EvC) by a multinational brewery company for execution of site-based projects Customer Recognition • LTTS launched the ‘Smartest Office Campus in the World’ in Israel for a leading technology conglomerate, which runs on its proprietary smart building platform i-BEMS • Agappe Diagnostics, a diagnostics reagents and equipment manufacturer, launched the first indigenously developed blood cell counter in partnership with LTTS. The blood cell counter provides accurate diagnostics for critical ailments such as dengue fever, rat fever, allergic conditions, leukaemia, typhoid, and anaemia • LTTS was conferred with the ‘Performance Excellence Award’ by a leading global OEM for exceeding performance standards including quality, cost and service Awards and Recognition • The Confederation of Indian Industry (CII) conferred LTTS with the CII Industrial Innovation Award, 2019 and recognized it as one of the most innovative Indian companies in the Services category in the ‘Large Enterprises’ segment • LTTS was awarded recognition for ‘High Growth in Women Employment’ and ‘Highest Exporter-IT (Mysuru Region)’ by the Software Technology Parks of India (STPI) • LTTS was rated as an ‘Expansive and Established Leader’ across 10 verticals by Zinnov • LTTS was recognized as a ‘Leader’ in Product Engineering and Manufacturing Services in the Automotive & Aerospace sectors by ISG • NelsonHall rated LTTS as an overall leader in Digital Manufacturing Services • LTTS was rated as ‘Leader’ in Worldwide Business and Industrial IoT Engineering and Managed Services 2020 by IDC • Everest Group recognized L&T Technology Services as ‘Leader’ in Automotive Engineering Services Significant Initiatives LTTS believes in incremental efforts to enhance its technology and service footprint across the industry 276 LTTS’ Creative Think Studio showcases design aspects of the product to create delightful customer experiences sectors that it caters to globally, and has launched various initiatives that enable it to realize its vision and demonstrate its commitment towards excellence. is constantly undertaking various initiatives in the areas of water and energy conservation as well as efforts to reduce the carbon footprint. • LTTS inaugurated an Aerospace and Defence Engineering Design Centre in Rockford, Illinois, to cater to the new- age digital requirements of the aerospace and defence markets • LTTS developed the world’s first cost-effective Robotic Endo-training Kit in association with GITA and Department of Science and Technology (DST). This kit is a futuristic surgical training robot that gives a high- definition observation of the patient’s anatomy and the instruments. The research and development for the kit has been a joint effort between India and the Republic of Korea • LTTS’ new framework unveiled a line-up of Digital Manufacturing Solutions that can unlock value-based digital transformation and help global manufacturers scale-up their digital initiatives Environment, Health and Safety LTTS has aligned its sustainability goals with that of its parent, L&T, with the objective of contributing to the creation of a sustainable world by minimizing environmental impact, maximizing social outreach and offering sustainable solutions. As part of this roadmap, LTTS From water-cooled chillers, occupancy sensors, LED lighting, and elevator operation optimization to pressmatic taps, wastewater treatment and usage of technology to reduce travel and logistics, LTTS ensures optimal measures to safeguard the environment. LTTS also follows and implements all the industry standards, protocols, and best practices to ensure the workplace health, safety, and well-being of its workforce of over 16,000+ employees. Human Resources LTTS’ HR policies have strongly focussed on creating a culture of excellence and achievement. Abiding by the People, Process, and Portals parameters, the entity is striving towards making employees at all levels an integral part of the decision-making system. LTTS launched multiple new employee support and welfare initiatives this year. A few of these are: Global Engineering Academy (GEA): The GEA provides an invaluable opportunity for LTTS employees to reskill and reboot their domain knowledge. There are 15 technology tracks that employees can select from to advance their digital skillsets and be eligible for new opportunities across technology domains. 277 MANAGEMENT DISCUSSION AND ANALYSIS IT & TECHNOLOGY SERVICES ANNUAL REPORT 2019-20 At LTTS’ Imaging Lab, engineers develop various Innovative AI-based imaging solutions The Tear Down Lab is where engineers disassemble products for detailed analysis DIGICIANDOS: This programme helps employees gain proficiency in the latest technologies. With over 400 attendees, 3 sessions have successfully trained participants on AI and Mobility. An additional USP, byte-sized learning modules that can be accessed through handheld devices will be launched soon, enabling employees to learn on-the-go. Risks and Concerns The economic slowdown in key geographies or cyclical downturns in key segments could materially affect revenue growth and profitability. The inability to innovate and develop new services and solutions to keep up with customer expectations and evolving technologies could result in lower growth traction. Changing immigration laws and policies can impact the entity’s ability to provide services to customers. Exchange rate fluctuations could materially impact the results of operations. Outlook According to NASSCOM, the Indian ER&D landscape has been growing at a healthy rate of 11 percent y-o-y. As an ER&D leader in the industry, this bodes well for LTTS. The entity’s strategic approach is to assess the changing business needs of customers and build innovation infrastructure to meet those needs, thereby enabling customers to gain a market share and the technology edge. Current circumstances have presented a unique opportunity for providing unwavering support to the customers at a difficult time. LTTS has identified areas where it can support customers to see through the current challenges as well as help them come out stronger. It has launched services for the manufacturing industry to address the shift in demand with its Manufacturing Line Expansion/Re-Design/Transfer services, achieve business continuity with its AGILE Sourcing and Supply Chain services and plan healthcare for their machines with the Remote Asset Care services. Furthermore, based on conversations with the customers and industry experts, to address the RoI disparity in the implementation of the digital initiatives, the business has carved out a Digital Advisory Practice (DAP). The practice goes beyond selling solutions and services and helps companies to architect and execute their digital roadmap with LTTS as a consulting partner. The industry outlook points to a steady demand for ER&D- led innovation in the form of cutting-edge technology solutions that will help transform customer experiences. LTTS aspires to be the transformation agent that customers can bank upon to realize their vision and aspirations. 278 FINANCIAL SERVICES BUSINESS Overview: L&T Finance Holdings (LTFH) is the holding company for the financial services businesses of the Larsen & Toubro Group. It is one of India’s most valued and diversified NBFCs, having a strong presence across the Lending & Investment management businesses. LTFH is a financial solutions provider catering to the diverse needs of its customers across various sectors, including: • Rural Finance, comprising Farm Equipment Finance, Two-Wheeler Finance, Micro Loans and Consumer Loans • Housing Finance, comprising Home Loans, Loan against Property and Real Estate Finance • Infrastructure Finance • Mutual Funds The Wealth management business is being divested to IIFL wealth, the approval for which was received in April ’20. With the aim of creating a single, unified lending entity with a wider and stronger capital and asset base, the process of amalgamating three lending entities – L&T Finance Ltd., L&T Infrastructure Finance Company Ltd. and L&T Housing Finance Ltd. – has been initiated. Micro Loans Business Environment The Indian economy in FY 2019-20 began on a downward trajectory, and continued to slow down further, weighed by structural stresses, such as sluggish private investment, a significant decline in savings rate and the highest unemployment rate ever recorded. A broad-based breakdown in consumption further accentuated the slowdown. On the sectoral front, a bountiful monsoon supported the growth in agriculture and allied activities. The healthy water reservoirs augured well for rabi crops. Industrial growth, however, slowed down on the back of sluggish manufacturing activity. Growth in the services sector too was moderate due to subdued activity in the trade, hotel, transport and communication sectors. India’s fiscal deficit stood at 4.6% of GDP in 2019-20 as per the official report of the Department of Expenditure, Government of India. The financial markets remained jittery in FY20 due to the domestic economic slowdown, concerns on fiscal slippage and geo-political tensions. Weaknesses in overall economic activity also put pressure on the business growth of lenders, including NBFCs. Government revenues have taken a significant hit due to the COvID-19 impact and the lockdown. On the other hand, expenditures have risen due to the various costs 279 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL SERVICES BUSINESS ANNUAL REPORT 2019-20 Farm Equipment Finance arising from the many virus containment efforts and the enforcement of the lockdown. • Enhancing market share in high-quality fixed-income assets However, AAA rated, large-sized NBFCs were relatively better placed with liquidity, comprising liquid assets, undrawn lines from banks, and, in some cases, funding lines from group companies. Overall, FY 2019-20 was a very challenging year, with funding markets seeing multiple periods of disruption and risk aversion from Mutual Funds and Banks especially towards NBFCs. However, in these difficult times, LTFH has been able to time the markets and has successfully raised highest annual long-term incremental borrowing (across various instruments) since FY 2016. The business is comfortably placed with respect to both liquidity and interest rate risks, due to its robust Asset Liability Management (ALM) and strong risk management framework. The average assets under Management for the Mutual Fund business had marginal Y-o-Y increase in FY20, the key focus areas being: • Continued focus on retailisation of assets with diversified mix of distributors and customers • Increase in market share through new customers Significant Initiatives During FY 2019-20, the business continued to focus on sustainability of performance with steady margins, stable asset quality, focused growth and building a strong liability franchise. The specific focus for the year was on the following areas: a) Diversification of sources of funds leading to stronger liability franchise The business has a well-diversified borrowing mix in the form of Bank borrowings (including PSL), NCDs (retail and wholesale), Preference shares and ECBs. It has strengthened its liability profile with higher proportion of long-term borrowings through diversified sources of funding during the year. b) Business realignment with focus on the ‘Right to Win’ Some of the key business changes undertaken include: • The business launched a pilot run of consumer loans in Q3 FY2019-20 and has disbursed the product to ~12,000 active customers with an excellent track record of repayment with the aid of data analytic tools 280 Infrastructure Finance • In the Infrastructure Finance segment, the business is also evaluating diversification into new sectors including funding to City Gas Distribution (CGD) companies, ports and airports. In line with the strategy of investing in products with a ‘Right to Win’, the Structured Finance Group (SFG) and Debt Capital Markets (DCM) were classified as defocused business during the year and have been run down significantly over the last year (50% YoY reduction) c) Maintained market share by leveraging on business strengths LTFH increased its market share in the Farm and Two- wheeler sectors, while maintaining business strengths across the businesses, through investing in footprint expansion, team quality enhancement, technology infrastructure and data analytics framework. Major Achievements LTFH, through rigorous execution of digital proposition and domain expertise, has been able to capture a 9.3% market share in the Two-Wheeler Finance segment in FY 2019-20. A new scheme, ‘Sabse Khaas Loan’ was introduced to target the unfinanced sector with no hypothecation and a lower rate of interest as compared with credit cards. LTFH focussed on touch-free collections, which accounted for 32% of the total collection in FY20. LTFH has been able to maintain its market share of 14% in Farm Loans and strengthen its position as the #2 player in the Farm Equipment Finance industry. The rich customer base in Tractor Financing services, built over the years, is further strengthened by extending the refinancing facility to its prime customers with a good credit and payment history. LTFH has strengthened its Right to Win in business by moving to a desired OEM and Asset mix and by de-risking over-dependencies. Disbursement from preferred OEMs now contributes 73% of the total disbursements in FY 2019-20. LTFH disbursed R 9,884 crore of micro loans in FY 2019-20, benefiting over 28 lakh women in rural and semi-urban areas who depend on dairy, grocery shops and similar allied activities for earning their daily livelihood. LTFH introduced the ‘Mid Term Renewal Product’ (MTRP) scheme which aims to provide pre-approved early repeat loans for existing customers with an excellent repayment history, resulting in repeat business contributing 40% of the total business. Despite the challenging environment witnessed in the housing market, direct sourcing initiatives have helped scale up home loans from 69% in FY 2018-19 to 72% in FY 2019-20. 281 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL SERVICES BUSINESS ANNUAL REPORT 2019-20 Housing Finance Mutual Funds With the strategy to optimise its sectoral mix, the business scouted for disbursement opportunities in newer infra- related sectors and, during the year, has funded 2 projects of City Gas distribution (CGD) which are being executed by the AG&P group. Asset origination with a clear perspective of ‘Churn’, the business achieved a key milestone of R 25,000 crore of cumulative sell-down since FY’17. Further, while there was a reduction in overall sell-down volumes during the year due to the liquidity challenges being faced by NBFCs and the consolidation of PSU banks, it managed to sell down R 780 crore of Hybrid Annuity Model (HAM) road projects to public sector banks. FY 2019-20 was a year which also saw more rating downgrades than upgrades. In such a difficult operating environment, LTFH was successful in being assigned a AAA rating by CRISIL for the first time (October 2019). With this, all 4 rating agencies (viz., CRISIL, India Ratings, CARE and ICRA) have reaffirmed / rated LTFH as ‘AAA’ during FY 2019-20. Environment, Health and Safety LTFH recognises that the physical risks of climate change are very high, and thereby ensures that its operations and investments have a positive environmental impact in line with its Sustainability Policy. The policy has environmental objectives including: • Products and services that contribute to the sustainable development of the Indian economy while ensuring application of environmentally friendly practices • To reduce the adverse impact of climate change, and promote energy efficiency and environmentally friendly operations The business is working towards lowering Greenhouse Gas (GHG) emissions through its operations. It believes that its operational efficiency can be enhanced by measuring, managing and mitigating GHG emissions. The business is also in the process of phasing out ozone-depleting substances (ODS) by reducing their usage and has installed inverters in place of DGs to reduce carbon emissions. Investments in technology are a part of LTFH’s commitment towards sustainability. The digital transformation efforts – e-communications and mobile apps across its business segments – have led to an impressive reduction in paper usage and, in turn, emission reduction. 100% E-waste is re-cycled through registered recyclers in accordance with the E-Waste Management and Handling Rules. 282 Real Estate Finance Two-Wheeler Finance Human Resources The business believes that its people are its most important asset, and works with a clear plan for capitalizing and building upon their capabilities. LTFH competes on the strength of its people; employees who are united by the core values of pride, integrity, discipline and ambition, and thrive in the climate of the ‘Right People for the Right Culture’. A culture of entrepreneurship and empowerment has been built, with ‘Results, Not Reasons’ being at its core. Believing that knowledge is the differentiator, the business has modelled itself as a learning organisation by focusing on ‘Stretch, Learn and Grow’. The business talent strategy, aligned with its goals, is performance oriented. The business believes that building individual capabilities with focus and direction and leveraging them in a structured manner through job rotation builds up organisational capability. It encourages employees who have demonstrated the right capability, the right attitude and the desire to ‘Step Up’. As part of its strategy to groom talent who are future-ready, cross-functional movements are encouraged and they are up-skilled through ‘Education, Exposure and Experience’. LTFH is an equal-opportunity employer, where meritocracy is the norm, and helps build a forward-looking organisation that can deal with the ever-changing business landscape. Risks and Concerns At this juncture, there are several uncertainties that cloud India’s growth outlook and macroeconomic stability during FY 2020-21. The critical GDP contributors for India, comprising private consumption, investment and external trade, may get significantly impacted on the plausible scenario of a prolonged lockdown to contain the COvID-19 outbreak. The pandemic may have credit risk and liquidity implications for the NBFC sector. Despite steep monetary easing by the RBI, the cost of borrowing for NBFCs has witnessed an increase owing to fiscal slippage expectations and elevated risk premia for NBFCs. Furthermore, asymmetry in loan moratorium relief announced during the lockdown period (concessions from the asset side but not from the liability side) is likely to create liquidity stresses and ALM challenges for NBFCs. The business of NBFCs is expected to experience a pressure on the NIMs owing to surplus liquidity in the banking system, coupled with a significant drop in new disbursements and fee income. Lower collections due to restrictive measures to counter the COvID-19 outbreak and the adverse impact on the earnings of the borrowers are likely to put additional pressures on asset quality and credit costs, which could be more pronounced in certain relatively more vulnerable segments, such as micro loans, loans against property (LAP), affordable housing and real estate segments. 283 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL SERVICES BUSINESS ANNUAL REPORT 2019-20 With the onset of the pandemic in March 2020, the RBI has undertaken a series of radical policy measures to infuse liquidity into the banking system via Targeted Long Term Repo Operation (TLTRO), reduction in policy rate, widening the Liquidity Adjustment Facility (LAF) corridor, availability of funding for NBFC/HFC sector (TLTRO 2.0), etc. This has helped restore a degree of normalcy in short-term market rates. However, there has not been much effect on medium-long term rates which, at best, saw a marginal decline. In April, following the Government’s decision to hike its gross market borrowings for FY21 in the light of the economic package to mitigate the impact of the economic slowdown, there has been a rise in G-Sec yields reflecting market nervousness on account of anticipated higher fiscal deficit. Credit spreads have remained wide on account of heightened risk aversion from market participants, who see repayment stress affecting in particular, the NBFC sector, due to which interest rates for FY 2020-21 are anticipated to be elevated. This is despite the fact that the inflation rate is expected to remain benign due to the demand crunch both in the rural as well as the urban sectors and also due to likely low crude oil prices in the world market. The business is confident of managing the hazards of adverse business conditions with the help of in-depth business knowledge, strong managerial capabilities, an agile execution engine, deep market penetration, risk mitigation through various market and credit checks, robust early warning systems and the extensive use of analytics. Outlook The global macroeconomic outlook is overcast with the adverse impact of the COvID-19 pandemic which has caused dislocations in global supply chains, among others. Several multilateral agencies have projected a recession for the global economy in 2020, with the International Monetary Fund (IMF) warning of the worst global recession in almost a century. Major nations, including India, have responded by expansionary monetary and fiscal policies to ensure liquidity and credit flow to their economies. Nevertheless, the pace of the containment of the pandemic will determine the depth of the recession while the policy responses announced in the meanwhile will support the pace of recovery in 2021. Rating agencies and economic think-tanks have lowered India’s growth projections for the year FY 2020-21 to a lowly positive growth print on the back of factory shutdowns, supply chain disruptions, travel restrictions, reduced discretionary spending and a recessionary outlook for the global economy. Many believe this decline as a cyclical event and that India’s structural story is intact. However, a prolonged economic slowdown could adversely affect all credit intermediaries and financial markets. The asset quality of banks and NBFCs could further deteriorate amid the broad-based economic slowdown. The outlook on inflation remains subdued during FY 2020- 21 due to adequate buffer stocks in cereals, a good rabi harvest, record decline in global crude prices, low pricing power of firms and expectations of a normal monsoon in FY 2020-21. LTFH expects that disbursements in retail will start gradually as the economy opens up, and in Infrastructure and Real Estate will be largely limited to tranche disbursements, while fresh disbursements are subject to higher risk controls. LTFH remains resilient by continuing to focus on the strengths built over the past few years, viz. a strong ALM and enhanced liquidity on the back of well-established liability franchise, a strong balance sheet demonstrated through reduction in GS3 and comfortable capital adequacy. 284 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 (the 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 (the L&T PDL Group) The operations of the Development Projects business segment primarily involve the development, operation and maintenance of basic infrastructure projects in the Public- Private Partnership (PPP) format, toll collection including annuity-based road projects, power development, power transmission and providing related advisory services. Vadodara-Bharuch Tollway Limited 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 entity has completed landmark infrastructure projects across key sectors like roads, bridges, transmission lines, ports, airports, water supply, renewable energy and urban infrastructure. It is one of India’s largest road developers, as measured by lane kilometres under concession agreements signed with Union and State Government authorities. Currently, L&T IDPL has 10 operational road assets and the Kudgi Transmission Project in its portfolio. It also manages 5 operational road assets transferred to Indinfravit Trust, an InvIT that the entity sponsored 285 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENT PROJECTS BUSINESS ANNUAL REPORT 2019-20 Interstate Road Corridor Limited and launched in May 2018 as the first privately placed InvIT in India, with 77% holding from an international pension fund and insurance investors. Two decades of extensive experience of working with governments, multi-lateral agencies, international and domestic financial institutions and corporate entities has helped the business 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, in December 2014 and December 2015 respectively. This is the first direct private investment by the largest Canadian pension fund into an Indian Infrastructure Development company. During the year, on conversion of Compulsorily Convertible Preference Shares, the CPPIB became a 49% equity holder and L&T’s stake in L&T Infrastructure Development Projects Ltd (L&T IDPL) has been diluted to 51%. 286 Business Environment Transportation sector Considering that the private sector has moved away from Build Operate Transfer and the response to Hybrid Annuity Model projects has also been dwindling, NHAI has focussed on the Toll Operate Transfer (TOT) model. During the year, the entity associated itself with the National Infrastructure & Investment Fund (NIIF) and the CPPIB for their consortium bid for TOT Bundle 3. In order to drive the Digital India vision of Electronic Toll Collection (ETC), the Ministry of Road Transport & Highways (MoRTH), with effect from December 2019, made the Fastag mandatory for all commercial and private vehicles plying on NHAI roads. The entity successfully led the Fastag implementation on some of the busiest stretches in the country. ETC collections, as a proportion of total toll collections, went up from 27% in March 2019 to 72% in March 2020. This has increased user convenience and reduced cash-handling issues. Transmission Lines During the year, the entity resumed bidding activities and participated in five bids under the TBCB (Tariff-Based Competitive Bid) framework. The Ministry of Power, GoI, Central Electricity Authority (CEA) and Solar Energy Corporation of India have Kudgi Transmission Limited collectively decided to construct a Green Energy Corridor across the country to make India grid-ready for upcoming power generation through renewable energy sources. CEA has approved 24 projects worth R 32,000 crore for bidding under TBCB. However, the timelines for bidding are uncertain due to COvID-19. Major Achievements MoRTH has instituted the ‘National Highways Excellence Awards’ to recognize the country’s best-performing road assets and toll plazas, both concessionaire-managed and NHAI-managed. For the year 2019-20, Krishnagiri Thoppur Tollways Ltd (KTTL) managed by IDPL won the Silver award, while several others owned/managed by IDPL figured in various categories as Champions. These road assets are highlighted in the annual calendar and dossier of MoRTH, which are widely distributed across the country. In a road subsidiary for a project terminated in 2015, there was a favourable arbitration award for termination payments. Another road subsidiary received a favourable arbitration award for a construction claim. The entity actively supported Indian Highways Management Company Limited (IHMCL), the agency responsible to carry out Electronic Tolling, at various policy level discussions, SOPs and operational experiences to enhance the applicability and efficacy of Fastag across the nation. In the Transmission Service Agreement of the project, the key aspect is its availability. In FY 2019-20, Kudgi Transmission Line (KTL) achieved an availability of 99.99% and thereby earned incentives. The maintenance cost of KTL was also reduced substantially as compared to the previous year. Significant Initiatives During FY 2019-20, remarkable advancements were made towards digitalisation. Ahead of Fastag being called in mandatorily, the business proactively envisaged the strong need to push IT infrastructure to facilitate an enhanced user experience and efficient operations. This resulted in the development of the completely automated and centrally monitored Fastag control system. This system enables the automatic generation of all related transactional reports and expeditious notification of class discrepancy evidence to the acquiring bank, arresting revenue leakages. The various other Digital Initiatives across the functions include: • End-to-End Integrated new age SAP S4 Hana replacing existing ERP During the year, the project for implementing SAP S4 Hana 1909 along with various other bolt-on products/ applications, such as SAP Ariba, vendor Portal, Business on Maps, Mobile Application for route operations and O&M teams, etc., were initiated. All these applications, 287 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENT PROJECTS BUSINESS ANNUAL REPORT 2019-20 Sambalpur Rourkela Tollway Limited once implemented, will be integrated with SAP, and will enhance the speed of reporting and response. This initiative also includes the implementation of 17+ SAP modules, some of which are first of their kind in India to be implemented in an integrated way. Go-Live is planned by August 2020. • Human Resources In the current financial year, the entire spectrum of HR operations has moved to a sophisticated application called EmployWise, which covers the entire employee life cycle from ‘Hire to Retire’. It is on the cloud (SAAS - Software as a service). • Security-related Implementation Numerous measures have been taken to tighten security, and various tools and components have been introduced and implemented. Network segregation has been done at all toll plazas as well. People were enabled to work from home in a secure way via secured vPN, end-point security, etc. • Kudgi Transmission Ltd (KTL) has gone completely digital in its Operations and Maintenance Environment, Health and Safety The business is 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 facilitate the implementation of the EHS policy, various Standard Operating Procedures (SOPs) have been formulated defining individual responsibilities and procedures relating to Environmental, Health and Safety matters. A system called Route Operations Management System (ROMS) has been implemented, which enables immediate reporting of any incident to the project head and functional head concerned in the form of a Preliminary Accident Information Report (PAIR) and Final Accident Information Report (FAIR). Kudgi Transmission Line (KTL) has successfully achieved a full safe year for all its manpower. With the onset of the COvID-19 pandemic, the entity enhanced its preparedness early on. A range of preventive measures were undertaken in line with the guidelines under Government advisories/regulations. The entity has also been an early mover in rolling-out a detailed Operations SOPs for not only dealing with the contagion but also ensuring business continuity, including establishing a concrete Disaster Recovery Plan. 288 Sambalpur Rourkela Tollway Limited Human Resources The business has well-laid practices in terms of recruitment of talent and retention. Employees are kept 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. The business has in place a Rewards & Recognition (R&R) programme to drive performance and boost the morale of the employees spanning across the categories. ‘An engaged workforce will be a very productive workforce’ is the principle based on which the R&R programme has been devised. With the aim of building future leaders, the business has devised a 9-month long learning programme, called ‘Capability Capitalization’, for a select few potential future leaders. This journey aims to mould an employee into a well-rounded leader. The sessions comprise psychometric tools to enhance self-awareness, awareness of the ecosystem, etc. Tools are administered to further enhance the Emotional Intelligence quotient. Change orientation, mastering the change curve, team behaviour using tools such as Belbin and Business Simulations are also covered. Getting these potential future leaders to understand the importance of communication for influence, business thinking and developing managerial acumen are integral parts of this learning journey. Risks and Concerns Traffic & Tariff are key factors in the Toll business. In the aftermath of COvID-19, the nature of recovery across various sectors, such as automobiles, mining, construction, exports, etc., will play a pivotal role in determining the traffic growth characteristics across the portfolio. Further, in some of the projects, the annual toll tariff revisions are based on the wholesale price index (WPI). Lower WPI coupled with lower traffic could lead to lower toll collections. The impact of the pandemic on toll collections is being addressed by the business by resorting to provisions under the Concession Agreements under force majeure. The mandatory implementation of Fastag has led to various challenges, such as plaza-level cyber security, data management and timely discrepancy reporting to acquiring banks. However, the entity proactively recognised the associated risks and reinforced the IT infrastructure requirements and SOPs. This resulted in the seamless shift towards Fastag implementation across the SPvs. Currently, the entity hosts a completely digitalised and centrally monitored in-house data management and monitoring 289 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENT PROJECTS BUSINESS ANNUAL REPORT 2019-20 Hyderabad Metro Rail - Hitec City line framework for Fastag transactions, which is thoroughly secured. Outlook The Government of India intends to provide a strong thrust to the Infrastructure sector via the National Infrastructure Pipeline (NIP). Out of the total project capital expenditure of NIP, 19% ~ R 20 lakh crore would be spent on the Transportation sector. Prior to COvID-19, toll revenue was expected to increase to the tune of 6%. However, in the near term, the toll revenues are expected to contract as compared to the previous year due to lower traffic growth and lower WPI. COvID-19 has presented an unprecedented challenge, resulting in a nationwide lockdown and hence a sharp decline in traffic across the country. This event has been categorised as a force majeure event under the concession agreement, the cashflow for the year will be stressed, and hence cash conservation will be the key. The MoRTH has issued a memorandum providing relief to contractors / developers of the road sector under the ‘Atmanirbhar Bharat’ Scheme and directing NHAI to provide force majeure relief to concessionaires impacted by COvID-19. A separate committee is being set up under the chairmanship of Director General (RD) & Special Secretary to suggest further steps in this regard. 290 The Ministry of Finance (Department of Expenditure), Government of India has also issued a circular to provide extension of concession period between 3 to 6 months. Expeditious approval in the Change of Scope in contracts, extension of Concession Period, and provision of Revenue Shortfall Loans are some of the immediate relief measures mentioned in the memorandum published by MoRTH. In addition, certain SPvs of the entity have availed of the debt repayment moratorium announced by the RBI to take care of immediate cashflow requirements. The business has initiated necessary action and believes that the impact will be substantially mitigated. L&T METRO RAIL (HYDERABAD) LIMITED (L&TMRHL) Overview: L&T Metro Rail (Hyderabad) Limited (L&TMRHL) is a Special Purpose vehicle (SPv) incorporated on 24th August, 2010 to undertake the business to construct, operate and maintain the Metro Rail System including the Transit Oriented Development (TOD), in Hyderabad under the Public Private Partnership model on Design, Build, Finance, Operate and Transfer (DBFOT) basis. L&TMRHL Hyderabad Metro Rail on the Viaduct entered into a Concession Agreement with the erstwhile Government of Andhra Pradesh on 4th September, 2010. The Concession Agreement includes construction of 71.16 km of elevated metro rail corridor and rights for real estate development of 18.5 million sq. ft., with strategically located land parcels interspersed in prime city locations adjoining metro stations and metro corridors. The concession period of the project is 35 years, from the appointed date of 5th July, 2012 including the initial construction period of 5 years. This is extendable for a further period of 25 years, subject to fulfilment of certain conditions by the SPv as set out in the Concession Agreement. As per the Concession Agreement (CA), the scheduled Commercial Operation date (COD) for the project was 5th July, 2017. However, due to delays in providing required RoW and confirming alignment changes by the Government, extension of the COD to 30th June, 2020 was approved. L&TMRHL completed execution of the project well ahead of the extended time granted. L&TMRHL completed commissioning of the entire stretch progressively, with the last stage getting commissioned in February 2020. The entire project is now operational. During the year, the construction of 1.28 million sq. ft. of Transit Oriented Development (TOD) consisting of 4 malls and an office block has been completed and has commenced commercial operations. Construction work of 0.5 million sq. ft. of office space at Raidurg site is currently under way. The entity is chalking out plans for phased development of the balance TOD. Business Environment The Hyderabad Metro Rail is the world’s largest metro project in public-private partnership mode. It brings together ‘best in class’ resources and technology in every aspect of the project – stations, rolling stock, track work, depots, AFC, power supply, traction and SCADA system, signalling and train control systems and telecom systems. Metros are an environment-friendly, safe and punctual mode of transport. They ease commuting in densely populated cities and towns. Given the population density of Hyderabad, L&TMRHL 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 ensure higher ridership of 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. 291 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENT PROJECTS BUSINESS ANNUAL REPORT 2019-20 Hyderabad Metro Rail Uppal Depot and Nagole Station However, with the onset of the COvID-19 pandemic, the environment has been impacted in the short term. The entity is looking at various innovative business models to overcome this challenge. Significant Initiatives • Robust and affordable last mile connectivity initiatives to enhance the ridership • Launched corporate shuttle services from metro stations to corporate offices • All metro stations have a bike-rental facility • Exploring non-fare revenue generating options, viz. royalty amount from QR ticketing partners, consultancy services for other metros, cross-selling of products to commuters • Tied up with ticketing partners like Goibibo, MakeMyTrip, Phonepe, Paytm, etc. and launched Mobile Ticketing (QR Code generation) solution for the convenience of metro commuters • Provision of skywalks from the Metro stations to the adjoining TOD malls to enhance convenience and business potential Digitalisation Easing the pressure of reconciling huge, heterogeneous data on fare collection, L&TMRHL has automated Fare 292 Revenue Reconciliation between Automatic Fare Collection System Reports vs Payment Channel Reports vs Bank Reports. To make the metro travel easy and trouble-free, it is coming up with the EMv-based Open Loop Ticketing (Euro Master visa (EMv) card) solution for metro commuters. L&TMRHL has started using Business Intelligence IT tools like Alteryx and Tableau for both business and passenger data analysis/interpretation, which will improve Management decisions. L&TMRHL has put in place a process for automation of refunds to customers by developing an auto verification process of the refund data using software tools. This software tool verifies items of refund reported by the Automatic Fare Collection System (AFC) with the smart card history data base. The tool helps minimising the process time and facilitates timely refunds to customers. Awards and Recognition Prestigious awards received by L&TMRHL during FY 2019-20 include: 1. DCD National Awards 2019 – Hybrid IT Project of the Year Award 2. Institute of Economic Studies – Enhancing the Image of Metro Rails in India - Globally Sharp bend of the Viaduct 3. DCD Global Awards 2019 – Hybrid IT Project of the Year Award 4. CSO 100 Awards 2019 – the Information Security Project has added significant benefit to the organization, its employees, associates and vendors Environment, Health and Safety A mass transit system helps move large numbers of commuters away from private vehicles, helping reduce the carbon footprint of the city. It helps reduce the air pollution, since it operates on electricity and hence there is no emission of greenhouse gases. It also helps reduce sound pollution due to the efficiency of the coaches and the advanced engineering that has been used for building the track, viaduct as well as metro coaches. Further, the smart-card option reduces paper consumption. The Automatic Train Protection (ATP) System implemented continuously monitors safe train operations. Automatic Train Supervision (ATS) pre-empts unscheduled interruptions of train services. Station equipment such as Computer- based Interlocking (CBI), wayside ATP, etc., are vital signalling equipment and ensure safe and uninterrupted train operations. Passenger Emergency Stop Plungers are provided on each platform and in the Station Control Room (SCR) to stop a train immediately in case of an emergency. Risks and Concerns With the Metro fully commissioned, the risks related to construction phase are averted, except for the financial risks of close out of pending claims. While the operational risks now kick in viz. safety of passengers and assets, bus mode of transport being preferred, considering the connectivity and a drop in commuters in the feeder industry, especially IT. The business has a robust risk mitigation process and several initiatives have been taken to avert / minimise the impact of various risks, including: • The appointment of Keolis, a reputed O&M operator from France, with experience of providing safety solutions • Discussions with local bus transport authorities, impressing upon them the need to work complementarily • Thrust on developing additional revenue sources However, the COvID-19 pandemic in the end of the financial year is expected to have an impact on the commuters, additional costs and real estate monetisation. The business is working on ways to facilitate contactless travel, increase focus on sanitisation of the metro system, etc. 293 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENT PROJECTS BUSINESS ANNUAL REPORT 2019-20 Rajpura project at the cusp of completion in December 2013 Outlook With the entity getting into first full year of operation of the metro, things had started looking up, aided by the planned partial monetisation of the real estate. However, the pandemic has brought in the challenges of: • Commuters preference for avoidance of mass transit • ITES commuters’ preference to continue to Work from Home • Drop in advertisement income due to curtailment of expenses by various corporates • Drop in oil prices, making alternative modes of transport more attractive • TOD revenues impacted by overall business sluggishness • Major investments in realty sector may be on hold in the short to medium term All efforts are being taken to make Hyderabad Metro the safest and cleanest transportation mode keeping in mind the current pandemic situation. This gives L&TMRHL the opportunity to shift the new customer segment to Metro rail from other transportation modes like bus, auto, etc. Also, contactless travel system integrated with other transport modes focus on making travel safe. 294 Strategy alignment through innovative business models to retain the competitive advantage in TOD and station retail developments is a focus area. L&T POWER DEVELOPMENT GROUP Overview: L&T Power Development Limited, a wholly-owned subsidiary of L&T, is engaged in developing, operating and maintaining power generation assets. The portfolio comprises projects in thermal and hydel power generation projects aggregating to 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 at an advanced stage of construction and is expected to be commissioned in FY 2020-21. The hydel projects in L&T Himachal Hydropower and L&T Arunachal Hydropower have been shelved. In the thermal sector, Nabha Power Limited owns and operates a 2 X 700 MW supercritical thermal power plant at Rajpura, Punjab. Rajpura 2x700 MW Supercritical Technology based Thermal Power Plant Nabha Power Limited (NPL) Business Profile NPL is operating a 2 X 700 MW supercritical thermal power plant at Rajpura, Punjab. 100% of the power generated from this plant is tied-up to Punjab State Power Corporation Limited (PSPCL) for a period of twenty-five years upto 2039 under a Power Purchase Agreement (PPA). The plant is the first indigenously manufactured supercritical power plant, built using technology sourced from Mitsubishi, Japan. The plant sources its fuel from South Eastern Coalfields Ltd. (SECL), a subsidiary of Coal India Limited, under a 20-year Fuel Supply Agreement (FSA). NPL has 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 six years with an availability of over 85 % during FY20. 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 also. NPL is the lowest cost thermal power producer within Punjab, with benchmark-setting operational efficiency. Business Environment India’s Installed Capacity rose to 3,70,106 MW in FY 2019- 20, a marginal increase of 1.41% over the previous year, of which the Installed Capacity of thermal power plants is 55%. Dependence on the thermal generation is clearly reflective, as it fulfils 71% of the total power requirement in the country. The Average Power Demand in Punjab was 6486 MW in FY 2019-20 and NPL contributed to 14% of the demand. The Average Power Purchase rate was R 3.60 per KWh in FY20 vs R 3.48 per KWh in FY19. Third Party Sampling and testing through CIMFR (Central Institute of Mining and Fuel Research) has been operating quite well to mitigate the grade variation issues in linkage coal. Unit 1 was under a planned shutdown since Feb. 1, 2020 for 77 days for the first major capital overhaul in which 1004 personnel were involved. The task involved rectification and replacement of various equipment under turbine, boiler, electrostatic precipitator. 295 MANAGEMENT DISCUSSION AND ANALYSIS DEVELOPMENT PROJECTS BUSINESS ANNUAL REPORT 2019-20 Aerial view of cooling towers, Rajpura Thermal Power Plant During the year, in order to comply with the emission compliance norms the construction work of Flue Gas Desulphurisation has been awarded to L&T Power, who emerged as a successful bidder in the competitive bidding process. During the COvID-19 lockdown, NPL, being classified as delivering an essential service, maintained business continuity, while ensuring the health and safety of all its employees and contract staff. various steps were undertaken, including social distancing and following best safety practices with robust Standard Operating Procedure (SOP). Major Achievements • Best Operational Performance: - Annual Plant Load Factor (PLF): 71%, (All India Thermal Average: 56%) • Received a Favourable Order from Supreme Court on the washing charges petition and received partial payment from PSPCL • During the year, NPL was awarded the following awards: • National Energy Leader Award, CII • Excellent Energy Efficient Unit Award, CII • Winner - Water Management and Ash Handling, Mission Energy Foundation • Finalist, Global Platts Energy Excellence Award S&P USA • Gold Award, Grow Care India CSR Award 2019 • Best Operating Thermal Power Generator, IPPAI Third Consecutive Year • National Best Employer Brands 2019 Significant Initiatives • Reduction in costs through alternate sourcing, reverse engineering • Digital Initiatives • Partial Favourable Order received from PSERC in imported • Implementation of Energy Management System coal matter, clearing partial dues • Ensured Fuel Adequacy, as no lapsing despite flooding of mines in Korba Coalfields of South Eastern Coalfields Limited (SECL) and approval for imported coal • Management Dashboard upgradation 296 Environment, Health and Safety NPL is committed to generating 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 processes and practices to achieve improved environmental, health and safety performance. Training on HSE for employees and stakeholders is undertaken on a regular basis to foster a culture of health and safety. Human Resources NPL has a team of 296 personnel including professionals experienced in the field of operations and maintenance of power plants and other support staff. NPL focusses on leadership development and communication skills. Emphasis is laid on participation in various training and development programmes organized internally and externally. Risks and Concerns As a private developer, NPL faces the following major risks: • Delay in plant scheduling – increase in yard loss • Delay in receipt of payment from DISCOM for monthly bills • Dispute for force majeure with DISCOM • Coal quality from different mines • Flue Gas Desulphurisation environmental compliances The risk management policy of NPL provides for a robust risk management framework which involves risk identification, assessment & evaluation, strategy & mitigation, and monitoring and review mechanisms. NPL has implemented multiple measures in each of the risk areas to ensure a proactive approach and timely mitigation. Outlook Due to the lockdown to contain spread of COvID-19, power demand by industrial units and farmers in Punjab has dropped substantially since March 2020. PSPCL may prefer to optimize its power purchase costs by purchasing power from the cheaper sources as the power exchange prices have dropped substantially. NPL is likely to remain the lowest cost thermal power producer amongst the Independent Power Producers (IPPs) in the state with an expected plant load factor of 73% in FY21. On the fuel side, coal supply continues to be challenging. The GoI and GoP are pushing for reduction in coal imports to reduce the cost of power. Non-approval of imported coal may have adverse implications. Higher usage of RoM coal may lead to higher maintenance and auxiliary consumption and lower boiler efficiency. NPL is geared to address the challenging times and has been taking proactive steps like deferring capex/ modifications/non-routine purchases, negotiating better credit from suppliers of coal, etc. 297 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 OTHERS ‘Others’ business comprises: a. Realty Business b. L&T valves Limited Rejuve 360 - Mulund, Mumbai Artist’s Impression real estate development in Powai, spanning over 90 acres. Phase I has been completed and is now occupied by over 780 residents. Development of further phases of the project is in full swing. c. Construction Equipment & others 2. Crescent Bay (Mumbai) REALTY BUSINESS Overview: L&T Realty is positioned amongst the top real estate developers in India, with a total portfolio of over 70 Mn sq. ft. across segments like residential, commercial and retail in key metro cities, viz. Mumbai, Bengaluru and Chennai. L&T Realty is focused on delivering higher value to its customers through efficient designs, cutting-edge technologies and superior project management skills. The business model involves development of large land banks in metro cities, partnership with co-developers and sale/lease of commercial spaces. Residential Segment 1. Emerald Isle (Mumbai) This flagship residential project, the finest gated community at a premium location, is part of a prime Situated at the most desirable location – Parel, with the Arabian Sea as the backdrop – Crescent Bay is a residential complex with the perfect setting for an extraordinary life. Crescent Bay raises urban living to top-notch quality, with a sky deck and associated amenities on level 21. It is currently occupied by 1000+ residents and the last tower is being built. 3. Raintree Boulevard (Bengaluru) Conceptualized on the live-work-play idea, Raintree Boulevard is a 65-acre mixed-use project located in the premium, high-growth micro-market of Bengaluru. The project offers premium flats with elegant and majestic layouts, along with the leisure of fine-living and best-in- class amenities. The project also includes fully furnished studio units, which were launched in March 2020. 298 Seawoods Residences, Navi Mumbai 4. Seawoods Residences (Navi Mumbai) Part of India’s first Transit-Oriented Development, Seawoods Residences is part of a large development spread across over 40 acres. The project offers unmatched connectivity and is surrounded by breath- taking views. Launched in June 2019, the project received an excellent response and was sold out within a month. 5. Rejuve 360 (Mumbai) This residential complex is designed around wellness, and is focused on the rejuvenation of mind, body and soul. Conveniently located in the bustling neighbourhood of Mulund West, Mumbai, it is planned to stand 57 storeys tall. Phase I was launched recently and gained traction quickly. Commercial Segment 1. L&T Business Towers (Mumbai) L&T Business Towers offers commercial office space that taps into the excesses of nature, gives an uninterrupted view of Powai lake, and has cutting-edge technological features. It is a part of a mixed-use development, designed on the live-work-play concept. Artist’s Impression 2. Seawoods Grand Central (Navi Mumbai) India’s first Transit-Oriented Development (TOD) is spread across 40 acres and offers 2.6 Mn sq. ft of Grade A development with a unique combination of commercial and retail business spaces coupled with the captive local train station. It offers spacious, well- planned and completely customizable office spaces. 3. L&T Business Park (Mumbai) Designed to provide superior workspaces, L&T Business Park is one of the most coveted corporate addresses in Powai, Mumbai. It offers about 1 Mn. sq. ft. of high-quality, Grade A office spaces, which are occupied by marquee MNC clients. 4. Technology Park, Bengaluru Located in the premium and rapidly growing micro market, the project has the potential for development of commercial office spaces of 3.3 Mn. Sq. ft., which is being taken up in phases. With unmatched connectivity and well-designed spaces, it is set to become the most favoured address for many technology companies. Business Environment Over the last few years, though reforms and changes like demonetization, RERA, GST, IBC, and the ban on 299 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 Emerald Isle Phase II, Powai, Mumbai subvention schemes have caused disruption; these measures also have helped the sector by bringing about much-needed transparency, accountability and fiscal discipline. The resultant stress on over-stretched balance sheets has witnessed a higher rate of collaborations. The ensuing consolidation has further strengthened the position of L&T Realty in the market. In FY 2019-20, the residential segment witnessed an increase of 21% in new launches in key metro cities, with affordable housing contributing significantly to this supply. Residential sales also gained momentum, recording a y-o-y rise of 5%. Nearly 52 Mn. sq. ft. of Grade A office space was completed, of which 46 Mn. sq. ft. was absorbed in the top 7 cities in the year 2019. The office space market grew at a robust 40% y-o-y with net absorption across the top seven cities – creating a new record. This growth in demand was led mainly by the expansion of IT/ITeS (42% of overall leasing) and co-working operators (14% of overall leasing) in cities with robust fundamentals and planned infrastructure improvements. However, retail sector leasing was hit as consumer spending went down, resulting in 35% reduction in retail leasing activity in the top 7 cities. The maiden Real Estate Investment Trust (REIT), which aimed to attract private investments and relieve the burden on formal banking institutions, was listed in 2019. This has set the stage for other real estate developers to consider Artist’s Impression the REIT as a vehicle to raise funds. The Government of India (GoI), on its part, has introduced various fiscal measures and policy reforms like the special window for funding of stalled affordable and middle-income projects, the Insolvency & Bankruptcy Code (Amendment) Bill 2019, digitization of land records and reduction in corporate tax rates. Indian real estate attracted USD 6.2 Bn of private equity investments in the year. The last quarter of FY 2019-20 threw up a unique challenge in the form of the COvID-19 pandemic, first threatening the health and safety of individuals and then in the form of uncertainties in business continuity. While the situation continues to remain fluid, the long-term impact of this can perhaps only be assessed in the time to come. Major Achievements • Successful launch of two new premium residential projects in Mumbai. Project Seawoods Residences was sold out within a month of the launch and project Rejuve 360, Mulund, gained robust traction in the toughest micro market of Mumbai • Phase I of project Raintree Boulevard was completed on time and hand-over started • Blackstone Group made investments in Seawoods Grand Central project 300 L&T Seawoods Grand Central, Navi Mumbai Awards and Recognition L&T Realty has been conferred many national and international awards for the brand as well as individual projects during the year. A few of them are listed below: • Business Excellence in Real Estate – CNN News 18 Real Estate Award • Best Corporate Social Responsibility Practices and Institution Building – World HRD Congress • Most Customer Centric Company & Best Use of voice of Customer – Customer FEST Leadership Award • Smart Real Estate Project of the Year, Luxury Project of the Year, Best Residential Luxury Project of the Year – ET Now – Real Estate Awards 2020 • Iconic Excellence in Residential Development - 4th Times Realty Icons 2019 Awards • Commercial Project of the year (L&T Business Towers) - Abu Dhabi Real Estate Leadership Awards • Received Sword of Honour from British Safety Council,UK Significant Initiatives Digitalisation L&T Realty is working on multiple digital initiatives covering all aspects of the business. A state-of-the-art smart office complex is being built in Powai aiming at the manifold Artist’s Impression improvement of employee safety, health and efficiency. The I-BEMS IOT solution, an employee mobile app and – to improve quality further – a mobile-based inspection app called ‘SQAD’ have been implemented. The BIM solution has been adopted for an advanced design process, and soon 4D BIM initiatives will be started to track progress visually. To provide a better customer experience at each touchpoint, the Salesforce ecosystem for digital marketing, sales and CRM has been implemented, complemented by deploying augmented reality solutions and digital flipbooks. Innovation Besides excellence in design and development, L&T Realty strives for innovation in every project. Emerald Isle (Phase 2) features the first residential building in Mumbai constructed with pre-finished bathroom PoDs (Prefabricated on Demand), leading to reduction in finishing time and delivery of an enhanced quality product. Human Resources L&T Realty makes every effort to generate a never-ending desire to collaborate, learn and build a talent pool to stay relevant to customers’ needs at all times. The business is focused on creating a young vibrant organization; currently the average age in the organization is 37 years. With emphasis on gender diversity, L&T Realty has one of the highest number of women employees in the Indian real estate sector. 301 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 L&T Tech Park, Hebbal, Bengaluru Artist’s Impression Focusing on the employees’ physical and mental well-being, a one-of-its-kind programme ‘Couch to 5K / 10K’ was initiated this year, in which employees were professionally trained and motivated towards their own well-being through specially organized city marathons. The business has been providing avenues for capability building and continuous learning and this year clocked 1,920 man-days of dedicated personnel training. Risks and Concerns As the after-effects of COvID-19 evolve, the real estate sector is expected to be considerably impacted. Markets have shown a negative sentiment towards real estate sector. Further, the lockdown and stalling of construction activity will lead to delayed construction schedules, which will be further impacted by the unavailability of labour. On the demand side, the lockdown has affected customer walk-ins; and buying decisions have been deferred due to the uncertainty regarding the return of normalcy. For the next few quarters, office space demand is also expected to remain subdued as the expansion plans and capital expenditures of major corporates has been put on hold. Outlook Before COvID-19, the Indian real estate sector was slowly coming out of the difficult phase. The residential segment was in distress and the commercial segment was doing well. Post the advent of the pandemic, the distress spread across the industry chain. The commercial segment has been largely dependent on US companies for a large part of the annual offtake. As the impact of COvID-19 is maximum in the US, companies may defer their expansion or office consolidation plans. The segment is expected to contract 20 – 30% in the short term before it starts to gain traction again. Near-term troubles are certain for the sector. However, with Government support, the medium-to-long-term outlook is positive. Other asset classes becoming riskier in the current situation, smart investors, especially HNIs, are expected to take advantage of the investment opportunities. Big real estate funds are facing their own challenges; however, many believe in the long-term story of the country and are expected to continue with their investments to capture attractive valuations. The softening of interest rates would encourage buyers who are re-looking at investment options, as hard assets will be more lucrative than stock markets. NRIs may want to own a house back in India, considering the uncertain economic environment in their host countries. Developers will focus on conserving cash and optimizing resources. New launches will be paused for next few quarters and, as a measure to pool in liquidity, the focus would be on selling the inventory in hand. The marketing approach to reach customers is already undergoing a change, with enhanced digital outreach to sell directly. 302 100 inch Triple-offset Butterfly Valve In the changed business scenario, the industry is looking at a big wave of consolidation. L&T Realty is set to take advantage of the situation and is confident of its growth and expansion, given its strong business framework and the brand connect with its customers. L&T VALVES LIMITED Overview: L&T valves (LTvL) is a leading manufacturer of industrial valves with a global manufacturing presence. The business leverages six decades of manufacturing excellence to serve key sectors of the economy – such as oil and gas, defence, nuclear & aerospace, power, petrochemicals, chemicals, water and pharmaceuticals – in India and overseas. L&T valves manufactures a wide range of products, such as Gate, Globe, Check, Ball, Butterfly, Plug and Control valves, as well as automation solutions. The business also runs a global after-market business to support its installed base with service and spares needs. The business has three state-of-the-art facilities in Tamil Nadu and Gujarat in India, and has established two new facilities in the USA and Saudi Arabia respectively. LTvL’s products enhance safety, reliability and performance in industries across the world. Business Environment Market indicators such as prices of crude oil and natural gas, environmental norms for fugitive emissions as well as economic parameters of GDP growth, pace of urbanization and capital investment in projects remain the key drivers of demand for LTvL. The business environment in most of these parameters remained stable through the first three quarters in FY 2019-20. The investment climate across sectors was lukewarm with an increased thrust on cost reduction and faster implementation. LTvL has maintained its portfolio spread in terms of domestic v/s international business. In FY 2019-20, approximately 40% of its order inflows were secured from overseas markets. With structural challenges ailing the power sector, there were no significant capacity additions in the thermal power space. However, the new fugitive emission norms introduced by the GoI opened up some opportunities in the form of Flue Gas Desulfurization (FGD) projects. Major Achievements Major Orders Received The business focussed on diligent build-up of its order book during FY 2019-20 with a focus on improvement in margins and on-time delivery performance. Some of the order highlights include: • Critical valves for naval applications from the MoD 303 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 Double Block & Bleed Plug Valve Forged Steel High Pressure Gate & Globe Valves • LNG Canada project from JGC and Fluor Jv • Health & Safety award from National Safety Council, • Duqm Refinery project from UTE-TR • Supply of Remotely Operated Shut-off valves to IOCL • BAPCO Modernization Programme for Technip, TR and Samsung Jv Moreover, LTvL progressed well on its journey to improve the product mix by increasing the share of pre-configured and after-market orders by 10% during the year. Major product achievements: Manufacture and supply of complex engineering products viz: • 76” Class 150 Triple Offset Butterfly valve • 6” Class 150 Titanium Trunnion Mounted Ball valve • Top Entry Cryo Triple Offset Butterfly valve (16” & 20”) Awards • Green Channel status awarded by DGQA, Ministry of Defence, GoI. L&T valves Limited is the first private enterprise to secure this status • EEPC award for export performance Tamil Nadu chapter Significant Initiatives LTvL continued its emphasis on strategic initiatives in three key areas of business viz.: Front-end Sales; Operations and Supply chain. Some of the key initiatives under each of these areas is listed below: Front-end Sales • Improvement in customer experience and engagement through the customer connect programme • Branding agreement with leading valve manufacturers • Securing key customer approvals • Frame agreements with key EPC companies and distribution tie-ups in US and Europe Operations • Operational excellence initiatives for faster conversion cycles • Sales and operations planning, to accelerate shipments • Operationalising manufacturing facilities in USA and KSA including quality and ISO certifications • Expanding contract manufacturing capacity • Use of Augmented Reality tools to give real-time plant tours and conduct product inspections 304 R&D Facility – Flow Co-efficient Test Jamnagar Plant Supply chain • Capacity enhancement for raw material inputs to provide • Management of pattern allocation to foundries • Automated supplier evaluation and allocation supply chain sustainability • Geographical diversification of supply chain with focus on cost and quality • Consolidation of its input sources in India Cost reduction • Fixed and variable cost reduction initiatives across the business spectrum • Design optimization • Cost reduction strategies in sourcing and logistics The business’s focus to pursue opportunities in the global distribution space gained momentum during the year mainly in the Americas and Europe. It also entered into branding agreements with some global majors during the year. Digitalisation Digitalisation initiatives at LTvL largely were focussed on process automation through ERP and material management during the year. Key initiatives included: • AR-based real-time plant tour and product inspections • Fully automated product costing system Environment, Health and Safety Environment, Health and Safety are at the core of LTvL’s operations and the business remains committed to achieving EHS excellence in its workplaces. various initiatives in the area of health, safety and environment helped the business achieve a ‘zero man-days lost’ record during the year. • Emissions maintained well below statutory requirement • Maintaining water consumption at the same level despite increase in production by 40% • Single use, throw-away plastic items restricted across manufacturing locations • Daylight harvesting through solar dome installation on building tops • Tree-plantation drive undertaken at Coimbatore campus • Reduction in diesel consumption through reduced DG set operation • Bar coding of key input components such as castings and • Common air-line testing to reduce energy consumption forgings by 1.2L units using vFD compressor • Automated full kit availability and management module • Increase in usage of LED light panels and LED flood lamps 305 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 Digital Solutions for valves Human Resources The business has built a committed and experienced team of professionals over the decades. Special emphasis is laid on training and development of the workforce. In addition to competency building programmes, focus is also laid on soft skills and leadership development. various engagement initiatives are undertaken to motivate employees and maintain a harmonious workplace. During the year, the business launched a focussed initiative, committed to drive change management and talent development under the flagship programme DISHA. At the heart of this programme is the improvement of the effectiveness of LTvL’s workforce in the marketplace. Developmental initiatives, including training, mentoring and coaching programmes, were organized for upskilling high-potential employees. Cross-functional collaboration workshops were identified as another key focus area and a programme series was launched during the year to achieve the team goals. Risks and Concerns The industrial valves market is a highly fragmented space. With an increased focus by customers on faster deliveries and lower costs, the market environment is highly competitive. However, given the geographical spread of the demand base, the business has a high market share gain potential through its geographical, channel and product expansion strategies. The post-COvID-19 market scenario remains fraught with uncertainty. Further, the business has major linkage to the fortunes of the oil & gas segment, which is currently facing major turmoil. Some of the major risks identified are weakening demand, supply chain disruption, liquidity crunch, delays in project awards, availability of labour workforce and working capital management. LTvL has a robust risk management framework in place and has taken several initiatives to mitigate the risks, viz. • Market share gain strategies through geographical, product and channel expansions • Building alternative revenue streams through brand labelling • Consolidating Aftermarket business presence • Refining its product mix with focus on standard products • Global manufacturing presence • Global supply chain • Enhanced Contract Manufacturing capacity • Improving cost competitiveness through cost reduction measures • Operational excellence initiatives to improve delivery performance 306 L&T 9020sx Wheel Loader Komatsu PC210-10M0 Hydraulic Excavator Outlook The business is closely monitoring key demand indicators such as crude oil prices, capacity additions, liquidity, project capex spending and GDP trends in the relevant geographies. It does expect a slowdown in the market in the coming year if the lockdown across the world continues for a longer than expected duration thereby affecting its demand indicators and prospects. The dip in oil prices normally affects the valve industries by one-year time lag. Capital spending is expected to stay tepid for a few quarters in the new financial year. Liquidity may also pose a challenge due to the COvID-19 pandemic for the first two quarters of next year. The initiatives on geographical expansion of markets and operations, product mix, focus on aftermarket business, brand labelling, etc., provide immense opportunities and will act as mitigation measures. The business is taking adequate steps to maintain liquidity and preserve cash. Once the situation normalises, the entity is geared to expand its market share gain strategies and to develop an alternative supply chain to enhance its cost and delivery efficiency. With a strong order book, it continues to position itself as a brand that maintains high customer focus and high standards of quality and design. It also expects the COvID-19 pandemic to provide opportunities for its maintenance, repair and operations segment. With the oil prices expected to redeem in Q4 of FY 21, and the fragmented nature of the global valve market together with the strategies deployed by LTvL, the outlook remains positive. 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 and Tyre Building Machines and provides solutions for the tyre manufacturing industry globally. The CE&O business consists of two broad business segments, namely, Construction & Mining Machinery (CMM) and Rubber Processing Machinery (RPM). CMM further comprises Construction & Mining Machinery business unit (CMB) and L&T Construction Equipment Limited (LTCEL), a wholly owned subsidiary of L&T. Under a scheme of arrangement the business under LTCEL has been transferred on going concern basis to a new entity L&T Construction Machinery Limited (LTCML) on receipt of approval from NCLT. In April 2019, L&T fully exited its investment in L&T Kobelco Machinery 307 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 L&T 990HF Tandem Compactor L&T Surface Miner - KM404 Private Limited (LTKMPL) with Kobe buying the 51% stake held by L&T, while L&T continued to represent LTKMPL for marketing its products. The Product Development Centre (PDC), based at Coimbatore, renders engineering and product development support for all the businesses. 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 and providing of after- sales support for a range of construction equipment including wheel loaders, compactors and hydraulic excavators manufactured by LTCML and Mining Tipper Trucks manufactured by Scania India. CMB’s offerings include products such as surface miners, sand plants, crushing solutions and apron feeders, manufactured by L&T at Kansbahal Works. LTCML, located in Doddaballapura near Bengaluru, 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 global tyre industry, including India. Business Environment Construction & Mining Machinery Business (CMM) The construction and mining sectors are the key demand drivers of the CMM business. During the year, highway construction activity decreased as compared to the previous year as the overall contract awarding activity fell. Further prolonged slowdown in real estate projects continue to weigh on the business. The Union budget FY 2020-21 proposes to invest about R 82,000 crore on road construction and R 70,000 crore on Railways. With the above budget proposals, construction activity is expected to pick up pace during the coming year. In the mining sector, coal production registered a growth of ~3.8% over the previous year. The Indian Government has approved an ordinance that opens up the coal sector by allowing commercial coal mining as well as removing end-use restrictions. The move is likely to increase the coal mining activity in the coming years. Iron ore production too registered a growth of ~6.7% over the previous year. 308 Scania G440 Heavy Tipper Komatsu PC1250 Hydraulic Excavator loading Komatsu HD785 Dump Truck in opencast project The installed capacity in the cement sector has increased from 480 MT to 499 MT in FY 2019-20, with an increase in overall production from 334 MT to 344 MT in FY 2019-20. The above positives are likely to boost the demand for mining equipment. However, the NBFC crisis’ continuing to impact liquidity in the economy, coupled with stiff competition from domestic and Chinese mining equipment manufacturers, has impacted growth. Rubber Processing Machinery Business (RPM) The demand for the machinery manufactured by the LTRPM unit is dependent on tyre demand and is indirectly linked to the automobile industry. FY 2019-20 was not a good year for automotive market globally. Currently, the automobile industry is at crossroads due to an increased preference for shared mobility. Coupled with a fall in demand is the technology shift towards greener electric cars. The protracted slowdown has taken a toll on the automotive industry, with 2-4% de-growth in automobile sales across the world. The automobile industry witnessed one of its sharpest declines in domestic sales due to subdued demand and consumer sentiments, besides lower production in view of the transition to BS vI emission norms, affecting wholesale despatches. Due to the severe challenges, the industry witnessed a decline in production of 14.73% compared to FY 2018-19. Despite the current situation, the Indian automobile sector still has enormous potential and is anticipating demand growth. The global tyre market reached a volume of 3.2 billion units in 2019-20, growing at a CAGR of around 4% during 2014-2019. However, the sales growth tapered in 2019, with growth seen in select geographies only. In line with automobile sales, the OEM tyre market has come down approximately by 2-4%. The replacement tyre demand continues to be mostly flat and stable due to higher passenger vehicles on road. Along with this, the growing infrastructure activities in both the developed and developing countries, combined with agricultural activities is giving a boost to tyre sales in select segments. The Indian tyre market has reached a consumption volume of 185 million units in 2019-20. The market is currently being driven by the increasing use of radial tyres, especially for buses and trucks. There has been the constant threat of cheaper imports from China, etc. Tyre industry investments have been slow due to uncertain demand growth. There has been a marked slowdown in industry investment starting almost from Q2’ FY20. Tyre majors across the globe are concentrating on realising the money out of their earlier investments and are choosing to either cancel or defer their orders. 309 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 OTR Mechanical Tyre Curing Press PCR Floor Mounted Hydraulic Tyre Curing Press Significant Initiatives Construction & Mining Machinery Business (CMM) CMB introduced a number of business expansion activities during FY 2019-20. It introduced new equipment models of construction and mining equipment such as Komatsu PC 210-10M0 excavator and SCANIA G440 Mining Tipper truck with better machine capabilities and attachments for piling equipment from MOvAX, which helped in partially mitigating the depressed market. With the availability of spares being brought closer to customer sites, the availability guarantee of the machines has been maintained at the present levels of ~90% to achieve customer confidence, thereby increasing sales of spares for the business. With a 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 on evaluating the equipment on the basis of lower life-cycle costs, quick serviceability, etc. Rubber Processing Machinery Business (RPM) LTRPM has successfully launched various new products in the market: • Floor-mounted passenger car Hydraulic Tyre Curing press in India and Germany • Compact v-orientation passenger car Hydraulic Curing press • Zeus single stage two-wheeler Tyre Building Machine (TBM) to Thailand • OTR Tyre Building Machine successfully commissioned in USA • Custom-built products like Batch-off Units and Lube- spray machine LTRPM developed an ‘In-house Panel shop’ to assemble the control panels required in its products. This special focus gives significant cost benefits and an opportunity to supply the panels to other customers as well. The formation of a ‘Technology Centre’ is helping it to adapt advanced technologies for the tyre industry and add futuristic products to its portfolio. To ensure faster servicing of equipment, CMB increased the dealer workshop network from 3 locations in FY 2017-18 to 9 in FY 2019-20. LTRPM also strengthened its portfolio of Tyre Handling Automation Solutions and increased its focus on product 310 OTR tyre Building Machine support and services. Apart from these, the unit continues to focus on process initiatives including design process modernisation, long-term vendor contracts, product reliability enhancements, digitalisation, automated submerged arc welding, etc. It is working on service offerings to the tyre industry like maintenance contracts and value-added programming services. The unit is also working on upgradation kits to help its customers to improve the productivity of existing machines with minimal investment. LTRPM won the Prestigious Gold plus Award for Business Excellence from CII. It has also won a Gold Award in the Indian Green Manufacturing challenge and in 5S won a Platinum Award and a Sustenance award from ABK- AOTS Dosokai. Digitalisation Digitalisation in CMB has been one of the focus areas in the past year. During the year, a new initiative, ‘EQUIPCARE’, was implemented to serve the customers’ post-sales service requirements. An App - ‘Customer Connect’ - is being developed to help customers access complete service information pertaining to their machines on their mobile phones. Migration to SAP S4 HANA was completed during the year, helping the users to process data faster. On the digital front, the LTRPM business has established a system for the Total Productivity Management (TPM) track, monitoring adaptive feed and collision monitoring in the manufacturing process. The unit also has initiated digitalisation of customer connectivity through the proposed E-CRM portal. Environment, Health and Safety Safety Officers are appointed at all the units and report to management personnel. They are responsible for ensuring that the safety practices are strictly adhered to. Safety audits are conducted regularly to ensure that the safety practices are in place and are being followed. The manufacturing unit of RPM is certified in OHSAS under Integrated Management Systems. LTCML 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 business 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 programmes for leadership 311 MANAGEMENT DISCUSSION AND ANALYSIS OTHERS ANNUAL REPORT 2019-20 development and various engagement initiatives have been undertaken to sustain the employees’ motivation and maintain a harmonious workplace. for FY 2020-21. The motor graders segment is expected to increase by ~10%. CMB also expects the spares and auxiliaries’ business to grow by ~4%. The Industrial Relations scenario has remained cordial in the manufacturing units of the business. There were no cases of violations during the year under the whistle-blower policy and the policy on ‘Protection of Women’s Rights at Workplace’. Risks and Concerns Increased market competition and macro-economic volatility are continuing concerns for the business. Due to the lockdown because of COvID-19 and its economic impact, it is anticipated that the customers may request for deferment of orders or extension of credit. In the CMB business, immediate availability of contract workmen at the customer sites post lifting of the lockdown will pose a challenge. Outlook CMB plans to strengthen its position in the premium segment and increase its focus on large contractors, large irrigation projects and coal OB (over burden) removal contractors. With a targeted spend plan of over R 100 lakh crore by the government in the next 5 years in infrastructure, there is a large scope for CMB to achieve higher business volumes. Government initiatives in infrastructure development in roads, railways, irrigation, ports, urban & rural infra, affordable housing, etc., are expected to drive demand in the cement and metal sectors, which in turn will boost demand for excavators, dump trucks, dozers and other road construction and mining equipment. With ~60% of demand for mining equipment coming from coal PSUs, CMB is planning to target selective tenders along with Komatsu. The dozer segment is expected to grow by ~18%. Demand for Komatsu excavators is expected to increase by ~10% In the parts and services segment, CMB plans to introduce newer and more innovative, user-friendly spares. It is also in discussion with the dealers to develop component repair service for construction equipment. However, as an aftermath of COvID-19, major capex or investments are likely to be deferred by the customers, thus impacting the order inflow. Post COvID-19, people may continue to observe social distancing norms even after the crisis has subsided and that will change the way people commute. Daily commuters may prefer avoiding public transport and shared mobility might take a short-term hit. As a result, the demand for entry-level cars and two-wheelers might increase. But this again depends on economic/ market sentiments and consumer purchasing power. With the shutdown of all non-essential services, the demand for commercial vehicles is expected to further plummet. Tyre demand is likely to remain low and tyre companies may not make any immediate major fresh investments. However, companies which have already committed the money may wish to expedite their activity. Further to the COvID-19 outbreak, it is anticipated that there will be limitations to global travel, at least in the immediate future. Also, some tyre companies may prefer to source locally. While this augurs well for LTRPM in the domestic market, it may be a disadvantage in European projects with stiff competition from suppliers in Europe. LTRPM plans to be selective in its order intake by executing orders which require a shorter production time to minimise the inventory holding. It will also focus on spare parts and retrofit kits which will increase productivity to the customer at minimal cost. Further, joint development of machines with the client, along with service opportunities, are being explored. 312 Financial Review 2019-20 I. L&T CONSOLIDATED A. PERFORMANCE REVIEW The Indian economy faced a challenging year in FY 2019-20. Post the general elections, the Indian economy witnessed sluggish investment momentum on the back of weak consumer sentiment, lower tax collections and fiscal slippages. The stress in the financial system due to non-performing loans led to risk aversion and low credit growth. The demand destruction in vital sectors such as real estate, automobiles, etc., led to the slowing economic growth and absence of broad-based private investment in industrial capex and infrastructure development. The onset of the global pandemic at the very end of the financial year led to the lockdown of the country’s social and economic activity, adding further impetus to the economic slowdown. To counter these challenges, the Government along with the RBI initiated several measures both monetary and fiscal at various times during the year, viz. reduction in corporate tax rates, capital infusion into Public Sector banks, relaxation of External Commercial Borrowing guidelines for affordable housing, Realty Fund for stalled housing projects and periodic lowering of interest rates in line with an overall moderated inflation trajectory. The Government’s firm commitment to substantially boost investment in infrastructure development, rural electrification, airports, railroads, water supply & irrigation, social sector, education and health is expected to provide opportunities to the Company’s various business segments; although in the near term, the Company would be required to deal with the economic fallout of the Covid-19 pandemic. Further, with the Government’s focus on structural reforms and the launch of the National Infrastructure Pipeline (NIP) of R 100+ lakh crore, the Company expects the measures to improve India’s long-term growth potential. The global economy witnessed significant volatility in 2019-20. The continued slump in manufacturing coupled with challenges relating to growth, inflation and employment, weakened the global GDP. Driven by protectionist policies in developed economies, trade wars intensified in various pockets across the world. The year 2019-20 also witnessed delayed Brexit, an oil price war between Saudi Arabia and Russia, rising geo-political tensions in the Middle East and the onslaught of the global pandemic, leading to major lockdown measures across countries. All these effectively created recessionary conditions in the world economy towards the end of the fiscal year. Against the backdrop of such an environment, the Group recorded satisfactory growth in order inflows and revenues during FY 2019-20, though the impact of the pandemic will inevitably be felt in the FY 2020-21. Slowdown of infrastructure projects in multiple states due to change in State Governments, macroeconomic concerns and the systemic liquidity challenges slowed down the growth plans of the Company for FY 2019-20. The diversified portfolio of the Company coupled with the acquisition and the quick integration of Mindtree Limited, has however helped register reasonable growth at the Group level. Post the acquisition of Mindtree Limited during the year, the entity has been consolidated as a subsidiary from the second quarter of FY 2019-20. The acquisition will help consolidate the Company’s position in the IT-enabled services sector. In compliance with regulatory requirements, the Company further diluted its stake in L&T Technology Services (LTTS) to achieve 25% minimum public shareholding during the year. Shareholding in L&T Infrastructure Development Projects Ltd (L&T IDPL) was also diluted to 51% on the partner Canadian Pension Plan Investment Board obtaining statutory approvals for conversion of Compulsorily Convertible Preference Shares (CCPS) into a 49% equity stake in L&T IDPL under a negotiated agreement. L&T Shipbuilding Limited which was a 100% subsidiary company has now been merged with L&T standalone entity as an adjusting event after obtaining NCLT approval to the scheme of amalgamation. Also, during the year FY 2019-20 the Company exited its shareholding in L&T Kobelco Machinery Private Limited by selling its stake to its JV partner Kobe Steel Ltd. The Company is on course to complete divestment of its Electrical & Automation (EA) business to Schneider Electric. The approval of Competition Commission of India subject to fulfilment of certain conditions has been received and the business has been classified as ‘discontinued operation’ from June 2019, pursuant to which the previous year figures have been regrouped wherever necessary. Progress is being made on fulfilling the conditions precedent to the divestment. L&T Metro Rail (Hyderabad) Limited, a subsidiary company, successfully operationalized and commissioned the last stretch of the metro rail during FY 2019-20, thereby completing the full network of close to 70 km in the city of Hyderabad. Another subsidiary company, viz. Nabha Power Limited, which houses two units of a thermal power plant at Rajpura in Punjab, received a favourable Supreme Court judgement on its income related disputes with Punjab State Power Corporation Ltd. Also, in compliance with environment norms, this subsidiary has placed an order for construction of Flue Gas Desulphurisation system and work on this is in progress. 313 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 As at March 31, 2020, L&T Group comprises 117 subsidiaries, 6 associates, 25 joint venture companies and 35 joint operations. Most of the group companies are strategic extensions of the project and product businesses of L&T, while the Hydrocarbon business is housed in a separate set of group companies to provide the desired focus and independent functioning. The majority of the subsidiaries support L&T’s core businesses and enable access to new geographies, products and business segments. Certain distinct service businesses such as Information Technology, Technology Services, and Financial Services are housed in separate listed subsidiaries. The development projects business resides in separate subsidiaries and joint venture companies. The Company continued on its journey of shareholder value creation by focusing on cost efficiencies, leveraging technology for productivity gains, efficient fund management and targeting select international opportunities beyond the Middle East. The Company’s strong Balance Sheet, coupled with sound policies and procedures and committed work force is helping it tide over the current volatile economic environment and will enable business to thrive and grow, once the environment improves. Order Inflow and Order Book R crore 250000 – 200000 – Order Inflow 9.1% 170817 150000 – 26% 45116 L&T Group achieved order inflows of R 186356 crore during the year 2019-20, registering a growth of 9.1% over the previous year, growth largely being driven by international business. The year witnessed some noteworthy order wins in thermal power, affordable mass housing, a substation & transmission line project in Africa, gold beneficiation order in Saudi Arabia, residue upgradation in refinery modernisation and an order for offshore oil facilities in Saudi Arabia. Despite deferral of various prospects, Infrastructure contributed 55% of the total order inflow, while the share of Power increased from 2% in previous year to 6% in the current year on receipt of a large value thermal order and increased ordering by thermal power plants for emission control equipment to meet environmental norms. R crore 400000 – 320000 – 240000 – 160000 – 80000 – 0 – – Order Book 4.5% 290780 21% 61670 303857 75038 25% 79% 229110 228819 75% As at 31-03-2019 – As at 31-03-2020 – Domestic International 186356 60094 32% Order Book Composition 100000 – 50000 – 0 – – 74% 125701 126262 68% 2018-19 – 2019-20 – Domestic International Order Inflow Composition R crore 4850 3%, (3%) 5265 3%, (3%) 13822 8%, (8%) 22135 12%, (8%) 20964 11%, (16%) 2361 1%, (2%) 2233 1%, (2%) 102678 55%, (56%) 12048 6%, (2%) Infrastructure Power Defence Engineering Heavy Engineering Hydrocarbon IT & Technology Services Financial Services Development projects Others Total Order Inflow: R 186356 crore during the year 2019-20 [Figures in brackets relate to previous year] R crore 6074 2%, (2%) 44130 15%, (14%) 4121 1%, (2%) 9216 3%, (4%) 15849 5%, (2%) Infrastructure Power Defence Engineering Heavy Engineering Hydrocarbon Others 224467 74%, (76%) Total Order Book: R 303857 crore as at March 31, 2020 [Figures in brackets relate to previous year] The Group crossed the R 3 lakh crore mark as at March 31, 2020 with the Order Book standing at R 303857 crore. Infrastructure segment constitutes the highest proportion of the consolidated Order Book at 74% share, though reduced from 76% as at March 2019, with increase in the share of the Power segment from 2% to 5% on higher order inflows during the year. 314 The Order Book growth at 4.5% was constrained on deletion of some non-moving orders from the portfolio, mainly impacted by review decisions in the post-Covid scenario and change of Government in Andhra Pradesh during the Financial Year. The Order Book comprises of 27% from various State Governments, including local authorities. With major orders received from Public Sector Undertakings during the year FY 2019-20, the composition of the Order Book from that customer segment increased from 35% to 44%. International Order Book Composition 2% (3%) 2% (1%) 10% (12%) 0% (1%) 24% (23%) 5% (7%) 7% (10%) 8% (7%) Saudi Qatar UAE Oman Kuwait Bangladesh Africa Far East America Europe ROW 28% (17%) 7% (11%) 7% (8%) Total International Order Book: R 75038 crore as at March 31, 2020 [Figures in brackets relate to previous year] FY 2019-20 order inflow growth being driven by international business, the share of the international Order Book grew from 21% to 25%, with Saudi Arabia and Africa contributing the majority of the growth – resulting in their increased share in the overall international Order Book to 28% and 24% respectively. review of awarded tenders by some state governments leading to stoppage of work in the Infrastructure segment for a prolonged period of time during the year. With the consolidation of Mindtree Limited acquired in early July 2019, the composition of international revenue at the Group level increased to 33% in year FY 2019-20. Segment-wise Gross Revenue* R crore 4850 3%, (4%) 5309 4%, (4%) 13822 9%, (9%) 22335 15%, (11%) 17445 12%, (11%) 73777 50%, (53%) 3205 2%, (2%) 3979 3%, (3%) 2318 2%, (3%) Infrastructure Power Defence Engineering Heavy Engineering Hydrocarbon IT & Technology Services Financial Services Development projects Others * includes inter segment revenue R 1590 crore for FY 20 and R 1700 crore for FY 19 [Figures in brackets relate to previous year] Despite the challenges faced in the Infrastructure segment and sharp deceleration of business activity in the last few weeks of the year due to Covid-19, satisfactory growth in the Segment Revenue for the year was achieved with pick up of execution momentum mainly in Hydrocarbon and Heavy Engineering segments. The composition of IT&TS segment in the overall portfolio registered a growth of 400 bps achieved with consolidation of Mindtree on acquisition of control from Q2 FY 2019-20 onwards. Consolidated Revenue from Operations Operating Expenses and PBDIT Gross Revenue from Operations R crore 200000 – 150000 – 100000 – 7.6% 135220 32% 43577 145452 48467 33% 50000 – 68% 91643 96985 67% 0 – – 2018-19 – 2019-20 – Domestic International Operating Expenses and PBDIT 2019-20 [% to revenue] 11.2% (11.3%) 5.9% (5.0%) 15.9% (12.9%) Mfg., Construction & Operating Expenses Staff Expenses Sales, Administration & Other Expenses Operating Profit (PBDIT) 66.9% (70.7%) L&T Group recorded revenue of R 145452 crore during the year, registering a growth of 7.6%. The growth however, was below expected levels with execution impediments of Covid-19 in the last few weeks of the year, coupled with delayed clearances, right of way constraints and the [Figures in brackets relate to previous year] Manufacturing, Construction and Operating (MCO) expenses for FY 2019-20 at R 97363 crore increased by 1.8% over the previous year. These expenses mainly 315 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 comprise cost of construction material, raw materials and components, subcontracting expenses and interest costs in Financial Services business. This represent 66.9% of revenue, a decrease by 380 bps, mainly on account of increased share of IT&TS segment as well as cost control initiatives at the Group level. Staff expenses for the year 2019-20 at R 23114 crore increased by 32.3% over the previous year mainly on consolidation of Mindtree - adjusted for the same, the increase is 10.5% on a like-to-like basis. Adjusted for IT&TS segment (where manpower augmentation for revenue growth has led to an increase in the total headcount), the staff cost as a percentage to revenue increased by 30 bps, representing normal escalation. The Group has sharpened its focus on productivity improvement, digitalization and manpower rationalization. Sales and administration expenses increased by 27.3% y-o-y to R 8647 crore - when adjusted for Mindtree consolidation, the increase stands at 17.7% on a like-to- like basis. The increase is mainly in Financial Services due to higher credit cost and provisions in conformity with RBI guidelines (issued consequent on moratorium relief given to borrowers in the Covid-19 scenario). Other increases that contributed to the rise include Expected Credit Loss provisions for financial and contract assets, donations to PM Cares fund and provision for write down of Yes Bank AT1 bonds under regulatory mandate. The Group operating profit at R 16329 crore for the year 2019-20 registered growth of 6.5% y-o-y. The EBITDA margins for the year was lower by 10 basis points at 11.2%. Cost overruns encountered in some projects coupled with slow progress in some jobs mainly in Infrastructure segment impacted the operating margin. The drop was partially offset by a favourable job mix, coupled with execution efficiencies in Defence and Hydrocarbon segments, and the reversal of provision on a favourable arbitration award in the Power business. Depreciation and Amortization charge Depreciation and amortization charge for the year 2019-20 increased by 28% to R 2462 crore, compared to R 1923 crore in previous year. The increase was largely due to consolidation of Mindtree, full operationalization of the Hyderabad Metro Rail concession and amortization of Right of Use asset on adoption of the newly introduced Ind AS 116 accounting standard in 2019-20. Profit Before Interest and Tax Segment-wise composition of PBIT for FY 2019-20 is represented below: Segment-wise PBIT Composition R crore 387 2%, (2%) 969 6%, (5%) 2679 17%, (21%) 3693 23%, (21%) 5207 32%, (36%) 236 1%, (1%) 576 4%, (3%) 1746 11%, (8%) 566 4%, (3%) Infrastructure Power Defence Engineering Heavy Engineering Hydrocarbon IT & Technology Services Financial Services Development projects Others [Figures in brackets relate to previous year] Other Income Aided by profit on sale of liquid investments, interest earnings and dividend income from treasury investment, Other income at R 2361 crore, increased by 28.6% over R 1837 crore in the previous year. Finance cost The interest expenses for the year 2019-20 at R 2797 crore was higher by 55.2% over R 1803 crore for the previous year. The increase was mainly attributable to the higher interest cost in L&T Hyderabad Metro Rail upon commencement of full operations, interest on lease liability on application of Ind AS 116 and higher level of borrowings in the standalone entity to fund the higher level of working capital caused by the tight liquidity conditions. Average borrowing cost for the year FY 2019-20 increased to 8.1% from 7.9% in the previous year. Exceptional Items There are no exceptional items during the year under review. Previous year exceptional item of R 192 crore (post-tax) represents write back of certain customer dues upon realization based on favourable NCLAT order. Tax Expense Income Tax charge for FY 2019-20 (excluding tax charge on discontinued operations) decreased to R 3263 crore compared to R 4067 crore in FY 2018-19 on adoption of tax ordinance resulting in lower effective tax rate, partially offset by write-down of opening DTA for the rate differential and write-off of opening MAT credit, due 316 to its unavailability under the new tax regime. Creation of DTA in 2019-20 for set-off of capital losses has also contributed to the lower tax charge. Consolidated Profit after Tax and EPS Consolidated Profit after Tax (PAT) at R 9549 crore for the year 2019-20 rose by 7.2% over the previous year at R 8905 crore. Consolidated Basic Earnings per Share (EPS) from continuing operations and discontinued operations for the year 2019-20 at R 68.04 registered growth over previous year at R 63.51. Return on Consolidated Net Worth The Net Worth, as on March 31, 2020, at R 66723 crore, reflects net increase of R 4348 crore, as compared to the position as on March 31, 2019. Return on Net Worth (RONW) for the year 2019-20 was lower at 14.8%, compared to 15.3% in the previous year. RONW for the current year has been adversely affected by Covid impact and provisions in financial services business. Liquidity & Gearing Cash flow from operations (excluding change in loans and advances towards financing activities) decreased to R 6687 crore as compared to R 9100 crore in the previous year due to delay in customer collections, impacted by fund constraints with Government and Public Sector clients. Borrowings increased by R 13874 crore to sustain higher level of operations and increased working capital requirements in a liquidity-constrained environment. During the year, borrowing was supplemented by additional funds generated from divestment of stake in subsidiary companies, profit on sale of investment and treasury income. Funds were used mainly for purchase of stake in Mindtree Limited. Further, the Group incurred capital expenditure of R 3299 crore (including capex for full operationalisation of Hyderabad Metro Rail concession). Funds were also utilized for payment of final dividend for FY 2018-19 R 2526 crore, towards interim dividend of R 1404 crore for FY 2019-20 and DDT R 621 crore. The cash outflow also included net interest expense of R 2903 crore during the year FY 2019-20. Consequently, there was a net increase of R 4809 crore in the cash balances as at March 31, 2020 as compared to the beginning of the year. Consolidated Fund Flow Statement Particulars Operating activities Borrowings/(Repayment) of Borrowings Treasury and dividend income Sale/(Purchase) of other investments ESOP Proceeds (net) Sources of Funds Capital expenditure (net) Net investment/(divestment) Dividend paid Interest paid Increase/(Decrease) in cash balance Payment (to)/from minority interest (net) Utilisation of Funds v crore 2019-20 2018-19 9100 4319 983 (8252) 11 6161 3499 255 2647 2983 (338) (2885) 6161 6687 13874 952 3983 18 25424 3299 9802 4551 2903 4809 60 25424 The total borrowings as at March 31, 2020 stood at R 141007 crore as compared to R 125555 crore as at March 31, 2019. The major increase is in the standalone entity to support the increasing business volumes, increase in borrowings of Financial Services and higher debt availed to complete operationalization of the Hyderabad Metro Rail concession. The gross debt:equity ratio increased to 1.85:1 as at March 31, 2020 from 1.81:1 as at March 31, 2019. The net debt:equity ratio stood at 1.53:1, as at March 31, 2020 from 1.52:1 as at March 31, 2019. Details of significant changes in key financial ratios along with explanation: In compliance with the requirement of listing regulations, the key financial ratios of the Group were examined and the ratios with significant changes i.e. change of 25% or more as compared to the immediately previous financial year have been provided hereunder along with the explanation for the changes: Sr. No. (i) 2018-19 2019-20 Particulars -31.5% 8.93 6.12 Interest Coverage ratio* (Interest cost excludes Financial Services and Finance Lease Activity) Net Working Capital % of Sales** (Excluding Financial Services & Corporate) (ii) 18.1% 23.7% 30.9% * The significant change in the Interest Coverage Ratio for FY 2019-20 has been due to implementation of Ind AS 116 resulting in accounting for interest on lease liability, as well as full commissioning of L&T Hyderabad Metro Rail leading to cessation of capitalization of interest on borrowing done hitherto. ** The significant changes in Net Working Capital % of sales is due to delay in customer collections, impacted by fund constraints with Government and Public Sector clients as well as support extended to vendors and sub-contractors in a tight liquidity environment. 317 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 B. SEGMENT-WISE PERFORMANCE (GROUP) 1. Infrastructure Segment countries. International order wins were predominantly in Power Transmission & Distribution and Metallurgical and Material Handling business. R crore 140000 – 120000 – 100000 – 80000 – 60000 – 40000 – 20000 – 0 – – Order Inflow 7.2% 95743 14846 16% 84% 80897 102678 29509 29% 73169 71% 2018-19 – 2019-20 – Domestic International The Infrastructure segment won orders worth R 102678 crore, higher by 7.2% over the previous year, mainly from Public Sector Undertakings. Large value orders were bagged by Building & Factories, Power Transmission & Distribution, Water Effluent Treatment and Metallurgical and Material Handling businesses. Investment by the Maharashtra State Government in the affordable housing segment and by private sector players in the airport and health segments boosted the order inflow momentum of the Buildings & Factories business vertical. Heavy Civil Infrastructure registered growth with receipt of orders in Hydel and Tunnel business, the Power Transmission & Distribution business recorded growth on receipt of key international orders, while the Metallurgical and Material Handling business registered significant growth with the receipt of a large value Gold beneficiation plant order and railway freight facility package in the MENA region. The order inflow momentum was maintained in the Smart World & Communication business with the receipt of an order for an army network management system from the Indian Army and in the Water Effluent & Treatment business with order wins in the water supply and distribution segment. De-growth was registered in the Transportation Infrastructure business due to deferral of some large value award decisions. The share of international order inflow for the Infrastructure segment increased to 29%, from 16% in previous year. The Middle East region contributed 65% of the international order inflow. Lower contribution from South East Asian countries was compensated by a higher proportion of orders from African countries, reflecting the result of past efforts to expand presence in those 318 Gross Revenue from Operations 0.8% 73204 19109 8.5% 74% 54095 R crore 100000 – 80000 – 60000 – 26% 40000 – 20000 – 0 – – 73777 17898 24% 8.1% 55879 76% 2018-19 – 2019-20 – Domestic International OPM % Infrastructure segment clocked gross revenue of R 73777 crore for the year 2019-20 registering a nominal growth of around 1% over the previous year. Revenue was impacted due to lack of progress in jobs in Andhra Pradesh with the stand taken by new state government to reassess new awards, execution challenges in some projects viz. obtaining approvals, securing Right of Way, rationalisation of fund allocation in certain states, and stay on execution due to litigations concerning environmental clearances. The sharp deceleration in execution in the last few weeks of the year on account of the pandemic and consequent regulatory clampdown on business activities also impacted revenue growth for the year as a whole. Revenue from international operations constituted 24% of the total revenues of the segment during the year as compared to 26% in the previous year with some large value orders in the opening Order Book nearing completion, especially in Heavy Civil Infrastructure. Infrastructure Segment earned operating profit of R 5912 crore. There was a decline in margins from 8.5% to 8.1% due to cost and time overruns in certain projects in Transportation Infrastructure and Buildings & Factories business. The decline was also due to the margin impact caused by Covid-19 led slowdown / lockdown in March 2020 and lower margin earned during the year in Heavy Civil Infrastructure business partially offset by realization of claims in Transportation Infrastructure and Water & Effluent Treatment business. The Funds employed by the segment at R 28279 crore as at March 31, 2020 registered a sharp increase of 18.1% vis-à-vis March 31, 2019, mainly due to stalled projects and fund allocation issues in certain State Government contracts. The funds employed were also impacted by the mandated stoppage of business activity / lockdown in the last 2 weeks of the financial year, a period that is usually characterized by a high level of customer collections. 2. Power Segment R crore 15000 – 12000 – 9000 – 6000 – 3000 – 0 – – Order Inflow >100% 12048 264 2% 11784 98% 16% 84% 2919 475 2444 2018-19 – 2019-20 – Domestic International The Power segment order inflow registered a substantial growth by bagging orders worth R 12048 crore as compared to R 2919 crore in the previous year. The segment received a large domestic order for an ultra- supercritical thermal power project, an order for a comprehensive Boiler Island package by L&T–MHPS Boiler JV, consolidated for L&T share, and several Flue Gas Desulphurisation projects following the mandate from Ministry of Environment, Forest and Climate Change to install emission control equipment in a timebound manner. Gross Revenue from Operations R crore 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – 0 – – (41.8%) 3983 1384 2599 4.5% 35% 65% 12.0% 2318 386 1932 17% 83% 2018-19 Domestic – 2019-20 – International OPM % Despite the surge in order inflow, the Power segment’s revenue declined y-o-y by 41.8% to R 2318 crore, since the new orders are yet to pick up execution momentum, as well as tapering of execution in coal-based projects nearing completion. Composition of revenue from international projects decreased to 17% of total revenue for the segment, from 35% in previous year due to diminishing revenue contribution from a Bangladesh gas-fired power project nearing completion in 2019-20. Segment operating profit has improved from R 177 crore in previous year to R 275 crore in FY 2019-20, with the margin improving to 12% mainly due to reversal of provision on receipt of favourable arbitration award. The Funds employed by the segment stood at R 1745 crore as at March 31, 2020 registering a growth of 46.3% over the previous year 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 R crore 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – 0 – – Order Inflow (41.7%) 4049 67% 2728 33% 1321 2361 1343 57% 1018 43% 2018-19 – 2019-20 – Domestic International The Heavy Engineering segment recorded an order inflow of R 2361 crore for the year ending March 31, 2020, lower by 41.7% as compared to the previous year due to deferment of orders, coupled with the loss of international orders on aggressive pricing from global fabricators in a low-demand-cum-surplus-capacity scenario. Share of orders from international business decreased from 67% in the previous year to 57% in FY 2019-20, largely attributable to reduced prospects of Marine Pollution Control equipment. Gross Revenue from Operations 27.5% R crore 4000 – 3500 – 3000 – 2500 – 2000 – 1500 – 1000 – 500 – 0 – – 2514 24.5% 1184 47% 53% 1330 3205 1428 45% 21.5% 1777 55% 2018-19 Domestic – 2019-20 – International OPM % 319 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 The segment’s gross revenue of R 3205 crore registered a growth of 27.5% compared to the previous year on the back of good progress in executing the Opening Order Book of the refinery, oil and gas equipment business. Revenue from international operations constituted 45% of the total revenue for the segment. The segment recorded an increase in the operating profit for the year at R 612 crore. The margin, however registered a decline from 24.5% to 21.5% due to prudential provisions made in an international project, partially offset by cost saving initiatives and a favourable claim settlement. Funds employed by the segment as on March 31, 2020 at R 2906 crore, registered an increase of 16.1% over the previous year on higher working capital due to pending milestone completion in some refinery projects. 4. Defence Engineering Segment R crore 5000 – 4000 – 3000 – 2000 – 1000 – 0 – – Order Inflow (25.9%) 3016 506 17% 83% 2510 2233 460 21% 1773 79% 2018-19 – 2019-20 – Domestic International The Defence Engineering segment recorded an order inflow of R 2233 crore for the year ending March 31, 2020, lower by 25.9% over the previous year with deferment of orders from the Ministry of Defence. The share of international orders for FY 2019-20 was higher at 21% as compared to the previous year. Gross Revenue from Operations R crore 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – 0 – – 3.4% 9% 91% 3849 333 3516 16.2% 3979 342 18.2% 9% 3637 91% 2018-19 2019-20 – – Domestic International OPM % The segment’s gross revenue of R 3979 crore improved by 3.4% compared to the previous year. Growth was mainly contributed by the brisk execution of a tracked artillery gun order and partially offset by decline in the Shipbuilding business. Revenue from international operations was steady at 9% of the total revenue for the segment. The operating margin improved from 16.2% in the previous year to 18.2% in FY 2019-20 due to cost savings across multiple projects in the Defence & Aerospace business and a favourable claim settlement in Shipbuilding business. Funds employed by the segment as on March 31, 2020 at R 3014 crore increased by 5.3% y-o-y, due to delay in collections from a fund constrained MoD. 5. Hydrocarbon Segment Order Inflow (24.8%) 27871 45% 12492 R crore 40000 – 32000 – 24000 – 16000 – 8000 – 55% 15379 20964 7641 36% 13323 64% 0 – – 2018-19 – 2019-20 – Domestic International The Hydrocarbon segment achieved order inflows of R 20964 crore, registering a decline of 24.8% due to deferment of orders mainly in the Onshore vertical. The share of international orders decreased to 36% in FY 2019-20 from 45% in the previous year, which included one mega order received in Algeria. The Order Book, at R 44,130 crore, however, still provides multi-year revenue visibility even in the current uncertain environment of low oil prices. Gross Revenue from Operations R crore 25000 – 20000 – 15000 – 10000 – 5000 – 0 – – 15.0% 17445 7552 10.9% 9893 43% 57% 15176 7971 8.8% 7205 53% 47% 2018-19 Domestic – 2019-20 – International OPM % 320 Segment revenue at R 17445 crore for the year grew by 15% y-o-y, enabled by peaking of execution activities in key projects. The share of International revenue in FY 2019-20 was lower at 43% of the total revenue of the segment as compared to 53% in the previous year, with closing stage progress of some large value international orders in the opening Order Book. The segment’s operating profit for the year improved to R 1898 crore, with the margin increasing by 210 basis points from 8.8% to 10.9%, reflecting operational / execution efficiencies and claim settlements in a few projects. Funds employed by the segment as on March 31, 2020 at R 2880 crore increased by 35.3% as compared to March 31, 2019, mainly due to the increase in current outstanding from customers in a tight liquidity environment. 6. IT & Technology Services (IT & TS) Segment The Company acquired a controlling stake of 60.59% in Mindtree Limited as of 2nd July, 2019. Subsequent to the acquisition of control, the financials have been consolidated from the second quarter of FY 2019-20 and reported under the IT & TS segment. The resultant figures for the current periods are not comparable with the previous periods to that extent. An additional 0.49% stake was acquired in March 2020, taking the total shareholding as on March 31, 2020 to 61.08%. Gross Revenue and OPM% 53.5% R crore 28000 – 24000 – 20000 – 16000 – 12000 – 8000 – 4000 – 0 – – 14553 23.2% 22335 20.9% 2018-19 – 2019-20 – Revenue OPM % The IT & TS segment comprises publicly listed companies L&T Infotech Limited and its group of companies, L&T Technology Services Limited and its group of companies, and Mindtree Limited and its subsidiaries. The segment recorded a gross revenue of R 22335 crore for the year ended March 31, 2020, registering a growth of 53.5% over the previous year, including R 5915 crore on account of the Mindtree acquisition in FY 2019-20. Excluding Mindtree, the growth would have been 13% on a like-to- like basis. International revenue constitutes a steady 91% of the total revenue of the segment. Like other businesses within the Group, the IT&TS Segment was also initially affected by the transition challenges of work-from-home / lockdown situation that prevailed towards the end of the year. The businesses have, however, quickly ramped up the work-from-home business model on various projects under execution during the lockdown period in line with approvals obtained from customers. The end-customer geographical segments in the US and Europe continue to witness stress due the pandemic that has severely impacted these geographies. The Segment’s Operating Profit was at R 4635 crore for the year 2019-20 as compared to R 3336 crore in the previous year including a contribution of R 951 crore from Mindtree. The Operating Margin declined by 230 basis points, mainly on account of an increase in manpower cost, coupled with a drop in utilization and donations to the PM Cares fund set up for Covid-19 relief purposes. The Funds employed by the segment as on March 31, 2020 at R 19638 crore increased by 178% compared to March 31, 2019 mainly due to investment in goodwill and intangible assets of customer contracts on acquisition of Mindtree Limited. During the year, the Company divested 4.26% 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, 2020 is 74.53% and 74.62% respectively. 7. Financial Services (FS) Segment The Financial Services segment comprises Rural, Infrastructure and Housing Finance and Asset Management. The segment’s revenue grew by 9.4% y-o-y at R 13822 crore for the year FY 2019-20 aided by growth in the loan assets of ‘focused’ business lines. R crore 20000 – 15000 – 10000 – 5000 – 0 – – Gross Revenue 9.4% 12638 13822 2018-19 – 2019-20 – 321 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 Disbursal of fresh Loans and Advances in Infrastructure, Real Estate, Micro Loans and Farm portfolio amounted to R 37160 crore during the year ended March 31, 2020 – a decline of 36% y-o-y in a year characterized by multiple macroeconomic concerns that beset the financial services sector at periodic intervals. The Loan Book stood at R 98384 crore as at March 31, 2020, marginally lower than the previous year. The Net Interest Margins (including fee income) at 7.2% improved over 6.8% in the previous year on the back of continued efforts to improve asset quality and profitability of operations, aided by the focus on increasing share of retail component in the Loan Book. This Segment was also adversely affected by the Covid-19 pandemic by way of abrupt stoppage of disbursements at the year-end, extension of moratorium to customers through RBI directives and introduction of additional statutory provisioning requirements on account of such moratorium. Loan Book and NIM % 8. Developmental Projects (DP) Segment The Developmental Projects Segment comprises concessions acquired through a competitive bidding process for the development of Power projects, Roads, Bridges, Hyderabad Metro Rail and a Power Transmission Line project. The total portfolio of the Developmental Projects Group consists of 2 power projects (1 thermal and 1 hydel), 10 roads and bridges projects, 1 transmission line project and 1 metro rail project. The metro rail project has been executed under L&T Metro Rail (Hyderabad) Limited (L&T MRHL) which is a 100% subsidiary of L&T. Power projects are developed in SPVs held by L&T Power Development Limited, a 100% subsidiary, and other projects are developed through SPVs held by L&T Infrastructure Development Projects Limited, a Joint Venture in which the Company owns 51%. All the projects which were under construction have been commissioned by March 31, 2020, except 1 hydel power plant, which is expected to be commissioned in early part of FY 2020-21 on lifting of the lockdown. R crore 100000 – 99000 – 98000 – 97000 – 96000 – 95000 – – 99121 6.8 98384 7.2 2018-19 – 2019-20 – Loan Book NIM% R crore 8000 – 7000 – 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – 0 – – Gross Revenue and EBITDA (4.3%) 5068 522 4850 539 2018-19 – Gross Revenue 2019-20 EBITDA – The Gross Non-Performing Assets (GNPA) ratio improved to 5.4% as at March 31, 2020 from 5.9% as at March 31, 2019. Net NPA ratio has also reduced to 2.3% as at March 31, 2020 against 2.4% as on March 31, 2019. Average Assets Under Management (AAUM) in the Investment Management business has remained steady at R 71056 crore during the year ended March 31, 2020 despite volatile markets and stress in the debt market funds. The Financial services business is in the process of divesting its Wealth Management business to IIFL Wealth, and is awaiting regulatory approvals as of March 31, 2020. The segment recorded a revenue of R 4850 crore for the year ended March 31, 2020, lower by 4.3% over the previous year, which included gains from divestment of a container port business. The drop in revenue was also contributed to by a lower Plant Load Factor (PLF) in Nabha Power Ltd. on account of planned shutdown for plant overhaul in Q4 FY 2019-20. The segment clocked an operating profit of R 539 crore for the year 2019-20, largely in line with the R 522 crore earned in FY 2018-19, mainly on account of higher contribution from Nabha Power and Hyderabad Metro, partially offset by a non-recurring divestment gain from sale of a Container Port business in the previous year. 322 9. Others Segment R crore 8000 – 7000 – 6000 – 5000 – 4000 – 3000 – 2000 – 1000 – 0 – – Gross Revenue and OPM% (10.5%) 5935 28.6% 2941 2994 5309 3095 20.9% 2214 2018-19 – 2019-20 – Industrial Machinery, Products & Others Realty OPM% The Others segment covers Realty, Construction and Mining Machinery, Rubber Processing Machinery and Valves businesses. Revenue for the segment registered a decline of 10.5% from R 5935 crore in 2018-19 to R 5309 crore in 2019-20. The decline was mainly in the Realty business, which in the previous year included a large value sale of commercial property and higher hand over of residential properties. Construction Equipment and other allied businesses have recorded a decline with lower demand for wheel loaders and excavators. The Valves business, registered growth with focus on its distribution business and higher order intake in the previous year. The Operating Margin declined over the previous year, which included a lumpy gain on sale of commercial property in the Realty business. II. L&T STANDALONE PERFORMANCE REVIEW L&T’s standalone financials reflects the performance of Infrastructure segment, Power, Heavy Engineering, Defence Engineering, and Others. The Others segment comprises of a part of Hydrocarbon business, Realty, Construction & Mining Machinery and Rubber Processing Machinery. L&T Shipbuilding which was earlier a subsidiary has been merged with the Company with effect from April 1, 2019 pursuant to an NCLT Order. Accordingly, the previous year’s financials are restated for comparison purpose. L&T standalone continues to be the major contributor to revenue and profits of the Group’s performance. Order Inflow and Order Book R crore 150000 – 125000 – 100000 – 75000 – 50000 – 25000 – 0 – – Order Inflow 6.7% 107627 17597 16% 114825 27887 24% 84% 90030 86938 76% 2018-19 – 2019-20 – Domestic International The order inflow during FY 2019-20 grew by 6.7% at R 114825 crore as compared to R 107627 crore in the previous year. The Infrastructure segment contributed 86% of the total order inflow during the year on receipt of orders from the airport sector, affordable housing sector, and a few international orders. The Power business registered growth with the receipt of orders for an ultra-supercritical thermal power project and several Flue Gas Desulphurisation projects. The international order inflow increased to 24% of the total order inflow for FY 2019-20 as compared to 16% in the previous year. Order Book 1.8% 245628 16% 39165 250151 49875 20% 84% 206463 200276 80% R crore 320000 – 240000 – 160000 – 80000 – 0 – – As at 31-03-2019 As at 31-03-2020 – – Domestic International 323 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 Order Book Composition Operating Expenses and PBDIT 4149 2% 5323 2% R crore 8938 4% 13033 5% Infrastructure Power Defence Engineering Heavy Engineering Others 218708 87% Operating Expenses and PBDIT 2019-20 [% to revenue] 8.3% (9.3%) 3.3% (2.5%) 7.2% (7.0%) Mfg., Construction & Operating Expenses Staff Expenses Sales, Administration & Other Expenses Operating Profit (PBDIT) 81.2% (81.2%) Total Order Book: R 250151 crore as at March 31, 2020 [Figures in brackets relate to previous year] The Order Book as at March 31, 2020 stood at R 250151 crore, 87% of which is contributed by Infrastructure segment. International orders constituted 20% of the current Order Book. The Order Book growth was restricted to 1.8% on deletion of some non-moving projects, especially in the Infrastructure segment. Revenue from Operations Gross Revenue from Operations R crore 120000 – 0.1% 82287 80000 – 23% 18787 40000 – 77% 63500 82384 18122 22% 64262 78% 0 – – 2018-19 2019-20 – – Domestic International L&T achieved a revenue of R 82384 crore during FY 2019-20 reflecting a flat growth over the previous year, with several execution impediments and delayed payment challenges from customers in various Infrastructure projects. The growth was further impacted due to a decline in the Power segment’s revenue, since new orders are yet to gain execution momentum, whilst existing coal-fired power plant projects are nearing completion. The Realty business revenues also declined, since the previous year’s revenue included the sale of a major commercial property and higher hand-over of residential flats. The Defence Engineering segment registered growth, on better progress achieved on execution of the artillery gun project. Manufacturing, Construction and Operating (MCO) expenses, comprising cost of construction material, raw materials, components and subcontracting expenses, amounted to R 66882 crore, which is 81.2% of revenue, similar to the previous year. Staff expenses for the year at R 5956 crore increased by 3.9% y-o-y mainly due to increase in manpower count. Staff Cost as a percentage of revenue increased marginally from 7% to 7.2%. Sales and administration expenses for the year at R 2707 crore increased by 32.2% y-o-y, mainly due to higher Expected Credit Loss provisions on financial and contract assets, impairment of investment and Donation towards PM Cares Fund in Q4 FY 2019-20. Profit before depreciation, interest and tax excluding other income (PBDIT) was R 6838 crore for the year, lower by 10.6% over the previous year. The 100 bps drop in PBDIT at 8.3% of sales is mainly due to higher ECL provisions and cost overruns in some projects in the Infrastructure segment. Depreciation and Amortization charge Depreciation and amortization charge for the year 2019-20 marginally increased by 2.1% and was at R 1021 crore, as compared to R 1000 crore in the previous year, with additional depreciation of R 75 crore accounted on implementation of new accounting standard on Leases (Ind AS 116). Other Income Other income mainly comprises income from the Company’s treasury operations, dividend and income earning from Group companies. Other income for the year 2019-20 at R 2808 crore, increased as compared to R 2711 crore for the previous year mainly due to higher earnings on larger treasury investments and dividend from subsidiaries. Finance cost The interest expenses for the year FY 2019-20 at R 2267 crore were higher by 26.8% vis-à-vis R 1788 crore 324 for the previous year. The increase is mainly attributable to an increase of R 13,795 crore in borrowings as at March 31, 2020 compared to borrowings as at March 31, 2019, as well as a higher quantum of interest- bearing customer advances. The average borrowing cost for the year 2019-20 was at 7.4% p.a., lower from the 7.6% p.a. in the previous year. Exceptional Items Exceptional Items of R 610 crore (net of tax) for the year 2019-20 represents gain on dilution of stake in L&T Technology Services, while the previous year included gains on dilution of stake in L&T Infotech and L&T Technology Services, as well as recovery of a receivable amount under Insolvency & Bankruptcy Code, partly offset by impairment of some investments in JVs. Profit after Tax and EPS R crore 9000 – 7500 – 6000 – 4500 – 3000 – 1500 – 0 – – Profit After Tax 7491 6679 2018-19 – 2019-20 – Profit after Tax (PAT), including exceptional items, for the year 2019-20 at R 6679 crore, registered a decline of 11% as compared to R 7491 crore in the previous year mainly due to lower operating margin, higher interest expenses and lower exceptional income. The Company has opted for the lower tax rate under the tax ordinance introduced during the year under review. This has resulted in saving in current tax. The said saving is partially offset by write down of opening Deferred Tax Asset for revised rate and surrender of Minimum Alternate Tax credit not being available under the new tax ordinance. The Basic Earnings per Share (EPS) from continuing operations & discontinued operations for the year 2019-20 at R 47.59 has declined compared to R 53.43 in the previous year. Other Comprehensive Income (OCI) Other Comprehensive income during the year reflected a loss of R 519 crore, vis-à-vis loss of R 118 crore in the previous year, mainly due to impact of fair valuation of investments in Mindtree prior to acquiring controlling stake. Return on Net Worth The Net Worth of the Company as on March 31, 2020 at R 52175 crore increased by R 2127 crore as compared to March 31, 2019, reflecting mainly profit for the year, reduced by the payment of interim dividend of R 10 per paid up equity share in March ‘20. Return on Net worth (RONW) including Exceptional Items for the year 2019-20 at 13.1% is lower as compared to 15.7% in the previous year. The decline is largely due to higher exceptional income in 2018-19, which mainly included gains on dilution of stakes in LTI & LTTS. Liquidity & Gearing Borrowings increased during FY 2019-20 by R 13452 crore to sustain a higher level of operations, increase in the working capital and for the acquisition of Mindtree Limited. During the year, additional funds were generated from liquidation of other investments, dividend income R 1384 crore and Treasury income R 518 crore. Besides the Mindtree acquisition and operations, the funds were deployed for capex of R 1309 crore, payment of dividend R 4159 crore comprising of final dividend of R 2526 crore for FY 2018-19, Dividend Distribution Tax of R 229 crore and interim dividend of R 1404 crore for FY 2019-20 and net interest expense of R 1893 crore during the year. There was a net increase of R 464 crore in the cash balances as at March 31, 2020 as compared to the beginning of the year. Fund flow statement Particulars Borrowings (net of repayment) Sale/(Purchase) of Other investments Treasury and dividend income ESOP Proceeds (net of buyback expenses) Sources of Funds Operating activities Capital expenditure (net) Net investment/(divestment) Dividend paid Interest paid Increase/(decrease) in cash balance Utilisation of Funds v crore 2019-20 13452 3463 1902 18 18835 121 1309 10889 4159 1893 464 18835 2018-19 (493) (2612) 1937 11 (1157) (2557) 792 (3053) 2597 1528 (464) (1157) Total borrowings as at March 31, 2020 stood at R 25785 crore as compared to R 11990 crore in the previous year. The loan portfolio of the Company comprises a mix of domestic and suitably hedged foreign currency loans. The gross debt:equity ratio increased to 0.49:1 as at March 31, 2020 from 0.24:1 as at March 31, 2019. The net debt:equity ratio has increased to 0.31:1 as at March 31, 2020 from 0.08:1 as at March 31, 2019 – the increase has primarily been driven by increased working capital requirements and the acquisition of Mindtree Limited. 325 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 III. STRATEGY, BUSINESS MODEL AND RESOURCE ALLOCATION Strategy Formulation Business strategy formulation seeks to set long-term goals and strategies that help the Company in exploiting its strengths, identifying and realizing new opportunities and building new capabilities. This is enabled through three plans with time horizons ranging from long-term (7-10 years) to medium-term (5 years) to short-term (annual). Each plan dovetails into the next. Last year, the Company had embarked on the development of a ‘Perspective Plan’, with a long-term view of 7-10 years. The process started with the identification of emerging megatrends and potential disruptions in current businesses. This was followed by a call for ideas for new businesses as well as adjacencies and growth areas, conducted through group- wide exercises, large-scale interactive processes, brainstorming sessions and interactions with experts. Ideas were filtered based on certain criteria. Some ideas went through a stage-gated assessment and a few were selected for pursuing further. The exercise culminated in a future outlook for the Group along with seeding of potential new businesses in Digital Platforms such as the B2B marketplace, skilling platform, etc. The insights garnered from the Perspective Plan exercise, tweaked for the changed circumstances of the pandemic, would be used for creating the next 5-year strategic plan. The strategic plan, which runs for a period of 5 years, is developed through a collaborative and consultative process across the organization. Formulating the plan involves a lookback analysis of performance against the previous plan, scanning market opportunities, outlook on investment and identification of critical areas to be addressed. The outcomes of the exercise are priorities for growth, key initiatives at business unit and corporate level, talent and leadership pipeline plan, financial resources plan, and broad financial targets for each business. The ensuing year (2020-21) is the terminal year of the current 5-year strategic plan, ‘Lakshya 21’. The Company would be undertaking the development of next 5-year strategic plan ‘Lakshya 26’, which would lay down the strategic guideposts for the Company from FY 22 to FY 26. Changes in various industry segments as well as new areas of business, after considering the impact of the recent Covid-19 pandemic, would get factored into ‘Lakshya 26’. The Strategic Plan usually gets to be reviewed after, say, three years for mid-course correction, if any. While the 5-year business outlook and broad financial goals are embedded as an overarching strategic plan, the annual operating plan is formulated before the commencement of every financial year. This helps provide flexibility in tailoring annual operating and financial budgets to changing circumstances while keeping the 5-year strategic plan in view. Strategy Formulation Schematic: Perspective Plan 5 Year Strategic Plan Annual Plan Strategy Formulation Schematic: Objective • Long Term Business Vision • Assessing Global Megatrends • Assessment Of Emerging Technologies & New Growth Opportunities • Identifying relevant growth Initiatives • Mid-Long term Business Outlook • Assessment of Global and Domestic Macro Environment • 5 Year Business Plan • Key Strategic Initiatives • Annual Business Plan • Financial KPIs: Order Wins, Revenues, Profits, Working Capital and ROE Targets • Operational KPI: Productivity Targets Timelines 7-10 years 5 year 1 year • Business Portfolio • Geographical Business Strategy • Investment In Emerging Businesses • Organization Structure • Leadership Pipeline • Long Term Capex Outlay • Detailed Growth Plan • Assessment of Investment Environment and Competition • Medium Term Opportunities • Talent Management and Leadership Development • Strategic Partnerships • Portfolio Assessment • Annual Budgets • Order Prospect Pipeline • Bid Management Policies • Key Account Management • Order Book Execution Plan • Capex And Liquidity Plan • Resource Allocation Scope 326 Business Model Value creation by the Group is enabled through leveraging its four business models: • EPC: The company focuses on its proven core competencies of conceptualizing, executing and commissioning large, complex infrastructure projects in the areas of Roads and Bridges, Power Transmission & Distribution, Thermal / Hydel / Solar / Nuclear Power Plants, Water and Irrigation Infrastructure, Residential, Commercial, Institutional and Factory Buildings, Airports, Metro and Conventional Railways, Onshore and Offshore Hydrocarbon facilities and Metallurgical projects. • Manufacturing: 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 company has extensive manufacturing facilities at Hazira, Vadodara, Ahmednagar, Talegaon, Chennai, Coimbatore, Kattupalli in India and Oman, UAE, Saudi Arabia, Malaysia in international geographies. • Services: The services businesses cater to sectors of Information Technology (through LTI and Mindtree), Technology Services (through LTTS), Smart World & Communication, Real Estate and Financial Services (through LTFHL). • Development: The Company has also undertaken development projects such as the Hyderabad Metro, road operations and tolling (through IDPL), Nabha Power and Uttaranchal Hydel Power, among others. Business Segment Schematic: Business Portfolio Schematic The Group is present in various business segments, which are shown below: Infrastructure Energy Power Transmission & Distribution Transportation Infrastructure • Buildings & 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 and Defence Services • Defence and Shipbuilding • Heavy Engineering • Machinery & Industrial Products • Others (Construction & Mining Equipment, Valves etc.) • Realty • • • • Information Technology Technology Services Financial Services Smart World & Communication 327 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 Portfolio Strategy The portfolio strategy aims to de-risk the revenue while improving profitability in the pursuit of growth. This strategy focuses on: • Complementing the mature businesses with growth-stage businesses, with a focus on asset-light, capex-light and high-margin businesses. The Group is also trying to reduce exposure to asset-heavy businesses. Businesses requiring periodic capital infusion such as Financial Services will be reassessed from time to time in the context of emerging strategic significance. • Well-balanced and geographically diversified businesses across domestic and international markets. Over 35% of the business comes from international markets (primarily the Americas, Middle East & Africa and Europe). To further de-risk the geographical concentration and pursue new growth opportunities, the focus on few more high-potential countries in Africa and ASEAN region will be enhanced. • • Balancing the cyclical nature of the EPC business through a portfolio of manufacturing and services businesses. The ‘Services’ businesses contribute over 25% of the Group’s revenues. With the aim of better profitability and a stable revenue profile, the Group intends to step up the proportion of services business while factoring the growth in the traditional EPC and manufacturing businesses. The acquisition of Mindtree Limited was a step in this direction. Supplementing the standalone offerings with partnerships: For the EPC and manufacturing businesses, the Company has partnered with several large global process and technology licensors, and for the IT and Technology Services businesses, the group has extensive partnerships with established global software product and technology companies. These engagements enable the group to offer a bouquet of value-added services to customers in different businesses. Businesses and offerings are closely linked to global megatrends and the Company continues to build on these to address future challenges. 328 Our Business Offerings Backed by Megatrends High rise buildings for better utilization of land space (B&F) Underground multi-level car parks (Geo) Urbanization Redesigned utility networks (PT&D, WET) Increasing population density in cities leading to various challenges e.g. congestion, call for better solutions with improved service levels Safe and Smart cities (SWC) Renewables – Solar, Energy Storage (PT&D, HC) Green buildings (B&F) Water Recycling and Reuse solutions (WET) Use of waste materials e.g. Fly Ash, furnace slag, c&d waste in construction Energy efficient manufacturing units Mass Rapid Transit Systems (TI, HC) Water neutral campuses World class airports (B&F, TI) Sustainability Climate change and resource scarcity; need for solutions to balance global needs with environment Mobility EV and Autonomous systems (LTTS) Expressways & elevated corridors (TI) Water Treatment and sewage systems (WET) Safe, fast, cheap and environment friendly solutions for people and goods Affordable & Mass Housing (B&F) Electricity distribution systems and microgrids (PT&D) Financial services (LTFS) Big Data, AI / ML in BFSI, Retail and Media (LTI, LTTS, MT) Demographic Challenge Universal coverage for basic amenities, keeping up with growing demands for global population Digitalization Automation, IoT in Manufacturing, HiTech, Industrial Products, Medical devices (LTTS, L&T-NxT) Cloud, Cybersecurity (LTI, MT) Mobile, Drones, AR/VR/MR (LTI, LTTS, MT) Technology and services offerings to aid new age businesses across various domains Platforms (B2B marketplace, skilling) 329 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 Strategic Thrust and Direction The focus of the Group’s strategy is to create economic value for its shareholders, investors and clients while generating social and environmental value for its employees and other societal stakeholders. This is enabled by: • Ensuring efficient conversion of the Order Book into healthy margins through execution, operational excellence and digitalization initiatives • Driving growth of the services businesses which have a higher RoE profile • Maintaining an optimum mix between domestic and international business • Managing financial resources for the growth of the businesses and strong financial health to facilitate access to capital markets, as and when required Incubating new businesses to tap future growth opportunities Engaging with start-ups to access innovations to enhance capabilities and develop new offerings • • • Unlocking capital from non-core businesses and assets earning sub-par returns • • • 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 Focus on businesses contributing to environment sustainability such as solar, energy storage, water reuse and recycling Thrust on opportunities linked to achieving the Sustainable Development Goals, like access to clean water for everyone, reduction in consumption of virgin material in construction, energy efficiency solutions, etc. The Group retains its thrust on improving ROE. Resource Allocation: The Company has a well laid-out plan of resource allocation to meet its strategic goals which includes: • Maintaining adequate liquidity on the Balance Sheet to exploit growth opportunities and fund emerging and high growth businesses • Prudent allocation of resources (Capex and Working Capital) to fund growth in different businesses. Financial resources are monitored and directed at a central level with mandates for control at a local level • Attracting and retaining a robust and thriving talent pool through employee engagement programmes, monetary and non-monetary incentives, leadership development initiatives, offering professional development opportunities and fostering a conducive organisation climate. The Company has evolved a series of structured HR policies to enable this resource allocation • • Long-term lasting engagements with labour sub-contractors to ensure a steady augmentation of resources at project sites Long-term engagement with vendors of services, materials and equipment to provide adequate resources for business growth in various business verticals • Maintaining strong financial health to facilitate raising of resources from Capital Markets as and when required • Ensuring judicious allocation of manpower and monetary resources to company-wide sustainability and growth initiatives such as CSR, Digitalisation and operational excellence programs 330 IV. RISk MANAGEMENT The Company has an institutionalised Enterprise Risk Management framework, which is continuously reviewed and benchmarked with industry best practices. The Audit Committee and the Risk Management Committee are two Board committees that oversee the adequacy and effectiveness of the risk management framework and processes. Each business vertical has in place policies, structures and procedures to cater to the unique nature of its business aligned within the overall Enterprise Risk Management framework. During the year, an Enterprise Risk Management (ERM) system for digitalizing the risk management processes for business operations was developed and implemented. This system enables monitoring risks across projects in various geographies of operation, provides aggregate risk-weighted portfolio views of businesses and shares learnings across the organization, etc. An integrated Knowledge Centre portal has also been developed and provides access to information on risks emerging from economic factors, geo-political happenings, financial markets, etc. It also provides a platform for assessment of counter-party risks and feeds useful updates to enable informed, fact-based decision-making. The Company’s emphasis on continuous learning has led to the creation of several programmes for improving the risk awareness across the organization. These include workshops, knowledge sessions, embedded risk management modules in project management / leadership development programmes and training content deployed on online learning platforms. Once again in FY 2019-20 the Company has won CNBC TV18’s prestigious ‘Firm of the Year Trophy - 2019’ for best Risk Management practices for Frameworks and Systems in two categories – Conglomerate and Technology. The top enterprise-wide risks for the Company and their mitigation measures are summarized below: Risk Description Mitigation Pandemic Covid-19, declared a pandemic by the World Health Organization in March 2020, posed a risk to health and safety. It also has had various implications on businesses in terms of slowdown of new orders, delays in execution of existing orders and supply disruptions. Geopolitical Risks Over the last few years, risk on account of sanctions, trade barriers, protectionist policies and geopolitical conflicts have increased. A task force comprising members from leadership and Risk Management was formed to assess and develop suitable mitigation strategies to address the impact of the pandemic. The Company is following all the lockdown restrictions imposed by the Government of India. Construction sites were closed and Work From Home for employees was enabled with appropriate data security controls. Standard Operating Procedures including safety precautions and social distancing norms were prepared in order to resume operations once the lockdown restrictions are progressively lifted. To mitigate the risk of supply disruptions, alternative procurement strategies have been considered. The Company is also exploring various contractual remedies to deal with the situation. The above steps taken along with other measures, will help the organization to be resilient and help weather any major shocks. Appropriate mitigation strategies are in place for addressing geographical concentration, strategic sourcing options, regular monitoring of international sanctions and realignment with international partners based on the geopolitical situation. 331 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 Risk Description Mitigation Slowdown in economy There has been a slowdown in various sectors like infrastructure, hydrocarbon, power, defence, metals & minerals, realty, etc., on account of several factors, such as budgetary allocation, funding issues, decline in oil prices, slow pace of decision-making, lack of investment demand, green initiatives and delays in environmental clearances. Due to Covid-19 there will be further stress on the resources available with central and state governments. Terms of Trade Over the years, terms of trade have become more restrictive and stringent both in terms of aggressive timelines as well as contract clauses such as payment terms, etc. Competition Due to the overall slowdown and limited opportunities, there has been aggressive bidding from various foreign and domestic players in the past few years. Reputation and Brand The Company has a presence across sectors in various geographies, and the size and scale of projects being prospected / executed is of increasing magnitude and high visibility, hence maintaining its reputation / brand is paramount. Cyber Security As IT systems get increasingly interconnected and with implementation of various digitalisation initiatives, cyber security has become a key concern for Governments and businesses. 332 Being a diversified conglomerate has helped mitigate the risk of such a slowdown in some specific sectors, which is compensated by growth in certain other sectors like water, airport construction, renewable energy, metro network, health infrastructure etc. The Company will continue to seek opportunities and take appropriate measures to offset the impact of the slowdown and the pandemic. The Company is also analysing various sectors to identify areas of growth and reallocate resources accordingly. Various mitigation strategies are undertaken by the Company, such as negotiating with the customer for equitable terms with better value offerings. The Company also enters into back-to-back arrangements with vendors and sub-contractors. The Company’s competitive strength is derived from its engineering expertise, excellence in executing projects, particularly the large and complex ones, reputation for quality, usage of technology, project management expertise and strong resource base, including the Balance Sheet strength. The Company has also taken various initiatives, such as digitalisation and cost-optimisation via value engineering, and this has helped to win new orders. The Company addresses the potential risk of erosion of reputation and brand value through a strong corporate governance framework and delivering projects on time and in conformity with contracted quality of deliverables. It has a Compliance Policy in place, mandating adherence to a Code of Conduct and Internal Controls, complemented by regular knowledge-sharing of best practices across the organisation and mechanisms to track various social media platforms. The Company’s Corporate Brand Management & Communications department also protects and bolsters the brand in Indian and international markets through a wide range of online and offline media. 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 detective and preventive controls and employee education to create awareness of cyber risks. Risk Description Mitigation Execution Challenges The Company faces execution challenges like unanticipated geological conditions, availability of work front, land acquisition and Right-of-Way (ROW), delay in approvals and clearances from Government agencies, working in difficult/harsh weather conditions, manpower issues, etc. 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. Working capital challenges Project delays and adverse contractual payment terms lead to increased working capital requirements. Claims Management The EPC business has an inherent risk of timely and acceptable settlement of claims due to dependency on various stakeholders for approval and clearances. The Company closely tracks the key risks for each project to ensure timely mitigation with proper escalation and resolution mechanism as required. Learnings from 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. On a periodic basis the Company carries out a financial assessment of its key counter parties and appropriate measures are adopted based on the outcome of the analysis. Guidelines have been issued to monitor and manage working capital, both at the project level as well as the business level. The Company also deploys specific cashflow management strategies at both client and vendor level, to mitigate working capital challenges on a case-to-case basis. The Company maintains a strong documentation and follow-up protocol with various stakeholders for any claim management and to ensure timely and equitable settlement of such claims. Documentation in relation to Covid-19 / force majeure is being reviewed on a project- to-project basis and is being suitably taken up with all stakeholders. FINANCIAL RISkS Inflation in India remained benign in the first half of FY 2019-20 but picked up sharply in the second half mainly due to the rise in food prices driven by supply concerns. Further economic growth remained a challenge amidst follow-on concerns on domestic credit growth, corporate deleveraging cycle and lack of pick-up in private consumption. The US Dollar remained strong in FY 2019-20, primarily on the back of strong growth divergence between the US and rest of the world including emerging market countries. Slowdown in manufacturing gripped countries from Europe to China and various emerging markets in the first half of the year 19-20. During the second half of the year, risks pertaining to Trade War and Brexit temporarily abated. Liquidity infusion by Central banks and Corporate Tax cuts provided thrust to various asset classes. The Indian currency depreciated accordingly but less so due to better fundamentals compared to other emerging market economies. The last quarter of FY 2019-20 witnessed elevated financial market volatility, primarily due to the emergence of the Covid-19 pandemic, thereby halting economic activity across the globe. Lockdown and closure of customer offices, non-completion of certification inspections and the Company’s inability to generate invoicing resulted in significant amount of collections not being realized within the financial year. This has led to a sharp increase in working capital levels in the current year, which, for the last 3 years had been on a targeted improvement path. The Company believes that this is a temporary setback and hopes to pull back working capital levels in the next year or two. 333 MANAGEMENT DISCUSSION AND ANALYSIS FINANCIAL REVIEW ANNUAL REPORT 2019-20 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 provided the Company the required flexibility for fundraising at short notice to deal with the sudden worsening of the working capital due to the lockdown and also build up a liquidity buffer as the year FY 2019-20 ended. The Company has been investing capital into subsidiaries as scheduled and also to optimise overall Group interest costs. The Company also completed the acquisition of shares of Mindtree Limited from a few of the existing shareholders of Mindtree and the Open Offer, which evidenced an overwhelming subscription resulting in acquisition of over 60% stake in Mindtree Limited. Despite the lower liquidity environment in FY 2019-20 on the back of risk aversion (post defaults by some large AAA-rated entities in the NBFC sector) by both retail and institutional investors, slower consumer demand and the sluggishness around investments in the private sector as well as disruption caused due to the Covid-19 outbreak, the Company managed to meet its fund requirements and also managed to add to the cash and cash equivalents of the Company from R 7588 crore at the end of December 31, 2019 to R 9998 crore at March 31, 2020. The Company plans to maintain adequate liquidity on the Balance Sheet to deal with the ongoing Covid-19 crisis and 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 versus 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 surplus funds in short-term investments in line with the Corporate Treasury policy. It 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. Given the extra liquidity buffer planned to be kept on the balance sheet due to the Covid-19 situation, both the debt and investments on the balance sheet are likely to remain elevated in FY 2020-21. The Company dynamically manages interest rate risks through a mix of fund-raising products, investment products and derivative products across maturity profiles and currencies within a robust risk management framework. Foreign Exchange and Commodity Price Risks The 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 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 separately on page 335 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 that financial costs remain under control. V. INTERNAL CONTROLS The Company maintains a robust framework of internal controls sized appropriately with the nature of business, size of operations, geographical spread and changing risk complexity, which are impacted by varying internal and external factors. This framework forms the building blocks of a strong corporate culture of good governance. The Company has aligned its internal financial controls with the requirements of Companies Act, 2013 and the globally accepted framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission that operates at both entity and process levels. The internal controls systems and activities at L&T cover the operational controls in the business processes besides the requirement of Internal Controls over Financial Reporting (ICoFR). The internal controls are designed to provide reasonable assurance on recording of transactions and providing 334 reliable financial and operational information. The Company has well documented policies, procedures and authorization guidelines commensurate with the level of responsibility, besides standard operating procedures specific to respective businesses. This ensures the propriety of transactions and authorisations at an appropriate level of management. The Corporate Policy on internal controls sets the tone at the top and serves as the foundation for sound internal controls. The internal control teams at corporate and business levels assist the executive management, who are responsible for establishing, operating and upgrading the internal controls system. The Corporate team reviews and assesses the processes, formulates the policies, guidance notes and advisories. It also shares best practices across the organisation. The effectiveness of internal controls is tested by Statutory Auditors as well as by the Corporate Audit Services team. The Corporate Audit Services department develops an audit plan for the Company, which covers core business operations, corporate departments as well as support functions. The Audit Committee of the Board reviews the annual internal audit plan. Significant audit observations from the independent internal audits conducted by Corporate Audit Services are presented quarterly to the Audit Committee along with the status of the management actions and the progress of the implementation of recommended remedial measures. The Corporate Governance is strengthened by a ‘Code of Conduct’ applicable to the employees and implementation of a separate ‘Code of Conduct’ for Business Partners, which reinforces ethical behaviour by aligning them to the unique corporate culture and values of the Company. The whistle-blower mechanism forms another integral component of the internal control system, which is overseen by the Audit Committee. It is available to both employees and business partners, to enable them to raise genuine concerns about any actual or suspected ethical / legal violations or misconduct or fraud, with adequate safeguards against victimisation, fear of punishment or unfair treatment. The Company also has an institutionalised mechanism of dealing with complaints of sexual harassment through a formal committee constituted in line with the Company’s Policy on ‘Protection of Women’s Rights at Workplace’ under relevant statutory guidelines. This policy has been widely disseminated across the Company and all complaints are addressed in a time bound manner. 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 12 Commodity Name Silver (Buy) Copper (Buy) Copper (Sell) Steel (Buy) Aluminium (Buy) Aluminium (Sell) Iron Ore (Buy) Coking Coal (Buy) Zinc (Buy) Lead (Buy) Cement (Buy) Nickel (Buy) Exposure in INR towards the particular commodity (R crore) Exposure in Quantity terms towards the particular commodity (Tn) % of such exposure hedged through commodity derivatives Domestic market International market Total OTC Exchange OTC Exchange 353 873 (502) 11735 546 (141) 44 55 90 63 2941 66 60 18,788 (12,221) 3,128,865 40,353 (12,629) 108,129 44,524 5,388 4,149 5,911,690 660 – – – – – – – – – – – – – – – – – – – – – – – – – 76.90 68.26 – 86.07 34.52 42.13 42.13 100.00 100.00 – 37.88 – – – – – – – – – – – – – 76.90 68.26 – 86.07 34.52 42.13 42.13 100.00 100.00 – 37.88 335 At L&T, we are increasingly embracing digital technologies to energize processes and systems, deliver transformational solutions, create a safer environment for our workforce and a better world for the communities we impact. We turn technology buzzwords into benefits, delivering speed and scale through innovation – propelling the Company, its clients and the country to the next level. Regd. Office: Larsen & Toubro Limited, L&T House, N. M. Marg, Ballard Estate, Mumbai - 400 001. CIN: L99999MH1946PLC004768 www.Larsentoubro.com 0 2 0 2 7 0 / D M C M B C / 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 the 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 31 March 2020, 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, which includes 31 joint operations accounted on proportionate basis and an amalgamated entity. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of report of the other auditor on separate financial statements of the joint operation referred to in the Other Matters section below, 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 the 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 31 March 2020, and its profit ,total comprehensive income, 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 specified under section 143(10) of the Act (“SA”s). Our responsibilities under those Standards are further described in the Auditor’s Responsibility 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 Act 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 and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Emphasis of Matters We draw attention to Note 1(i)(iii) of the standalone financial statement in which the Company describes the uncertainties arising from the COVID 19 pandemic. Our report is not modified in respect of this matter. 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 As described in Note No. 1(ii)(e) of the standalone financial statements, the Company recognises revenue from contracts with customers when it satisfies its performance obligations. Accounting for construction contracts is considered as a Key Audit Matter as there are significant accounting judgements in estimating revenue to be recognised on contracts with customers, including estimation of costs to complete and determining the timing of revenue recognition. 337 INDEPENDENT AUDITORS’ REPORT ANNUAL REPORT 2019-20 Revenue recognition – accounting for construction contracts Principal Audit Procedures The Company recognises revenue and profit/loss based on 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 is thus dependent on estimates in relation to total estimated costs of each contract. Cost contingencies are included in these estimates to take in to 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. The revenue on contracts may also include variable consideration (variations and claims). Variable consideration is recognised when the probability of reversal of such revenue is low. Further, Refer to Note No. 41 for the disclosures made in the Standalone Financial Statements as per IND AS 115 ‘Revenue from Contracts with Customers’. The procedures performed included the following: • • • • • obtained an understanding of the process followed by the Company in determination of the estimates and contract revenue; performed walkthrough procedures over the process of identification of performance obligation; tested the design and implementation of internal control over the quantification of the estimates used as well as the operating effectiveness of such control; tested segregation of duties while recording the contracts in the Company’s information system and recognising revenue from such contracts; tested the General IT Controls over 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 Ind AS 115 – Revenue from Contracts with Customers; • tested sample of contracts for: - - - - appropriate identification of performance obligations; change orders and the impact on the estimated costs to complete; evaluation of reasonability of estimates of costs to complete ; and tested the appropriateness of the timing of recognizing the revenue from the contracts; • • tested the appropriateness of the variable considerations recognized based on the low probability of reversal of such revenue; and tested appropriateness of the disclosures in the financial statements in respect of such construction contracts to ensure compliance with Ind AS 115. Measurement of contract assets in respect of overdue milestones and 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 be based on agreed unit price or lump-sum revenue 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 has 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. Assessing the recoverability of contract assets related to overdue milestones and 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(ii)(e) and 1(ii)(m) of the standalone financial statements. 338 Measurement of contract assets in respect of overdue milestones and receivables in respect of overdue invoices. 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; obtained an understanding of the Company’s processes in assessing the recoverability of amounts overdue and process over estimating the expected credit loss allowance; tested the design and operating effectiveness of the key controls over the completeness and accuracy of the key inputs and assumptions into the provisioning model; evaluated controls over authorisation and calculation of provisioning model; for defence contracts which are covered under statutory confidentiality arrangements, for sample of contracts, 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; evaluated the delivery and collection history of customers against whose contracts un-invoiced revenue is recognised; verified for the sample selected, receipts post balance sheet date upto the approval of the financial statements by the Board of Directors of the Parent Company; performed an overall assessment of the expected credit loss provision to determine if they were reasonable considering the Company’s portfolio, risk profile, credit risk management practices and the macroeconomic environment; and tested the appropriateness of the disclosures in the financial statements to ensure compliance with Ind AS 115. Assessment of the carrying value of unquoted equity instrument and debt instrument in loss making joint ventures. Key audit matter description As described in Note No. 1(ii)(j) for Impairment of assets in the standalone financial statements, as at the end of each financial year, the Company reviews the carrying amounts of its investments joint venture company to determine whether there is any indication that those assets have suffered an impairment loss. Further, refer to Note 1(ii)(m)(B) under Financial instruments in the Standalone Financial Statements for the Company’s policy for impairment assessment of Debt Instruments. The impairment review of unquoted equity instrument and debt with a carrying value of R 1342 crore, is considered to be a risk area due to the size of the balance as well as the judgmental nature of key assumptions, which may be subject to management override. The carrying value of such unquoted equity instrument and debt is at risk of recoverability. The net worth of the underlying entity has significantly eroded and the orders in hand are below the break-even production levels of these facilities. The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting and discounting future cash flows. How the scope of our audit responded to the key audit matter Besides obtaining an understanding of Management’s processes and controls with regard to testing of impairment of the unquoted equity and debt instruments in such financially stressed joint venture. The procedures performed included the following: • • • • • • • • Tested the data used by the Management in their impairment review including the key assumptions and the management controls over completeness and accuracy of the data. 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 to relevant market information. Assessed the appropriateness of the forecast cash flows within the budgeted period based on their understanding of the business, sector experience and impact due to COVID-19, if any. Considered historical forecasting accuracy, by comparing previously forecasted cash flows to actual results achieved. Performed a sensitivity analysis in relation to key assumptions. Obtained specific representations detailing basis in which projections were prepared. Tested the appropriateness of the disclosures in the financial statements 339 INDEPENDENT AUDITORS’ REPORT ANNUAL REPORT 2019-20 Physical verification of inventory Key audit matter description Principal Audit Procedures The Company’s management conducts physical verification of inventories during the year at reasonable intervals, however, on account of the COVID-19 related lockdown restrictions, management was able to perform year end physical verification of inventories, only at certain locations. Management has carried out other procedures to validate the existence of its inventory as at the year-end, such as carrying out consumption analysis, and performing roll-back procedures from the subsequent year end physical verification date to determine the quantities of the inventory at the balance sheet date. Refer Note No. 1(ii)(n) of the standalone financial statements. The procedures performed included the following: • • • • Understood the process and tested the management’s internal controls to establish the existence of inventory in relation to the process of periodic physical verification carried out by the management, the scope and coverage of the periodic verification programme, the results of such verification including analysis of discrepancies, if any; At selected locations subsequent to year-end, where the management appointed third party independent chartered accountants to perform physical verification, sent instructions to the third party chartered accountants to carry out the physical verification and provided samples to be verified by them. We have received the report of the physical verification carried out by the third party independent chartered accountants. Obtained the roll back procedures performed by the management from the subsequent year-end physical verification date to arrive at the quantities as at the balance sheet date. Traced the samples physically verified by the third party independent chartered accountants roll back workings provided by the management. Inspected, for samples selected, supporting documentation relating to purchases and consumption, and such other third party evidences where applicable. Tested the analytical reviews performed by the Company such as consumption analysis. Information Other than the Financial Statements and Auditor’s Report Thereon 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. 340 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 scepticism 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 system 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 the 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 Company’s ability 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 standalone 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 financial statements of such entities included in the standalone financial statements of which we are the independent auditors. For the other entities included in the standalone financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. 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. 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. 341 INDEPENDENT AUDITORS’ REPORT ANNUAL REPORT 2019-20 From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone 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 Matter • As described in note 1(i)(ab) of the standalone financial statements, the figures for the current and previous financial years have been recast to include the financial information of the erstwhile L&T Shipbuilding Limited which has been amalgamated with the Company with effect from 1st April, 2019. The financial statement of the erstwhile L&T Shipbuilding Limited was audited by another firm of Chartered Accountants whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of the erstwhile L&T Shipbuilding Limited, is based solely on the reports of such other auditor. • We did not audit the financial information of 28 joint operations and erstwhile L&T Shipbuilding Limited included in the standalone financial statements, whose financial information reflect total assets of R 6,161.16 crore as at 31st March, 2020, total revenues of R 4,462.36 crore, total net loss after tax (net) of R 385.33 crore, total comprehensive loss (net) of R 384.02 crore and net cash outflows (net) of R 114.57 crore for the year ended 31st March, 2020, respectively, as considered in the standalone financial statements. The financial information of these joint operations and erstwhile L&T Shipbuilding Limited have been audited, by the other auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these joint operations and erstwhile L&T Shipbuilding Limited, is based solely on the reports of such other auditors and the procedures performed by us as stated under Auditor’s Responsibilities section above. Our report on the standalone financial statements is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors. • The Statement also includes the financial information of 2 joint operations which have not been audited by their auditors, whose financial information reflect total assets of R 0.03 crore as at 31st March, 2020 and total revenues of R 2.08 crore, total net loss after tax of R 0.63 crore, total comprehensive loss of R 0.63 crore and net cash outflows (net) of R 0.20 crore for the year ended 31st March, 2020, respectively, as considered in the Statement. The financial information of these joint operations has been unaudited and has been furnished to us by the Management and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these joint operations, is based solely on such unaudited financial information 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. Our report on the Statement is not modified in respect of these matters. 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. b) c) 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 and the reports of the other auditors. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account. d) In our opinion, the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors as on 31st March, 2020 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2020 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”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting. 342 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, In our opinion and to the best of our information and according to the explanations given to us, the remuneration 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: i. ii. The Company has disclosed the impact of pending litigations on its financial position in its standalone 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. 2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) SANjIv v. PILgAONKAR (Partner) (Membership No. 39826) (UDIN: 20039826AAAADI1893) Place: Mumbai Date: 5th June, 2020 343 INDEPENDENT AUDITORS’ REPORT ANNUAL REPORT 2019-20 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 and Toubro Limited (the “Company”) as of March 31, 2020 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date which includes internal financial controls over financial reporting of one of the Company’s 31 joint operations which is a company incorporated in India. Management’s Responsibility for Internal Financial Controls The Company’s management is 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 Companies Act, 2013. 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 operations company incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditor of the joint operations which is a company incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 344 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 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, 2020, based on the criteria for internal financial control over financial reporting established by the respective 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. 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 one joint operation which is a company incorporated in India, is based on the corresponding reports of the other auditor of such company incorporated in India. Our opinion is not modified in respect of this matter. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) SANjIv v. PILgAONKAR (Partner) (Membership No. 39826) (UDIN: 20039826AAAADI1893) Place: Mumbai Date: 5th June, 2020 345 INDEPENDENT AUDITORS’ REPORT ANNUAL REPORT 2019-20 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 , Management has represented 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: Type of asset Total no. of cases Leasehold/ Freehold gross block as at March 31, 2020 Net block as at March 31, 2020 Remark Land Building 3 2 Freehold Freehold 1.14 0.29 1.14 0.15 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. On account of the lockdown imposed post the outbreak of the COVID 19 pandemic, we were not able to physically verify the title deeds. v crore (ii) As explained to us, the inventories were physically verified during the year by the Management, at reasonable intervals, and no material discrepancies were noticed on physical verification between the physical stock and the books of accounts. (iii) According to the information and explanations given to us, during the year, 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, to the extent applicable, in respect of grant of loans, making investments and providing guarantees and securities during the year, 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, 2020 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 during the year 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 during the year, 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. 346 (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, 2020 for a period of more than six months from the date they became payable. (c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Goods and Service Tax and Value Added Tax which have not been deposited as on March 31, 2020 on account of disputes are given below:- Name of Statute Nature of Dues Forum where Dispute is Pending Period to which Amount Relates Amount Involved (v crore) Amount Unpaid (v crore) The Central Excise Act,1944, Service Tax under Finance Act, 1994 and Customs Act, 1962 Classification dispute and other matters Supreme Court 2000-01 to 2006-07 12.12 3.13 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 , pending forms, service tax rate dispute, valuation dispute and other matters High Court 1987-88, 1993 to 1994, 1998 to 2013 258.12 224.47 CESTAT 1989-90, 1991-92, 1993-94 to 1996-97, 1999-2018 832.98 753.12 Commissioner (Appeal) 1996-97, 1999-00 to 2017-18 2,880.01 2,798.53 Differential Custom Duty DGFT 2016-17, 2019-20 1.05 0.79 The Central Sales Tax Act, Entry tax, Local Sales Tax Act, Works Contract Tax Act and Goods & Services Tax Act Taxability of sub-contractor turnover, rate of tax for declared goods, disallowance of labour turnover and non- submission of forms Supreme Court 2006-07, 2009-10 to 2012-13 492.64 492.58 Dispute regarding questions of law, classification dispute, local VAT and Works contract disputes. High Court 1986-87, 1993-94, 1997-98, 1999-00 to 2000-01, 2003-04 to 2009-10, 2012-13 7.92 6.48 Sales Tax/VAT Tribunal 1994-95 to 2017-18 56.64 48.03 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 347 INDEPENDENT AUDITORS’ REPORT ANNUAL REPORT 2019-20 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 Forum where Dispute is Pending Commissioner (Appeal) Period to which Amount Relates Amount Involved (v crore) Amount Unpaid (v crore) 1999-00 to 2015-16 70.65 44.66 Additional Commissioner 2007-08 0.06 0.06 2010-11 to 2017-18 1.82 1.82 2006-07 to 2014-15 134.38 125.65 1996-97, 2000-01 to 2015-16 81.57 78.45 1996-97 to 2017-18 409.11 377.21 2008-09, 2009-10 0.07 0.07 2012-13 to 2015-16 0.56 0.56 Additional Commissioner (Appeal) Joint Commissioner Joint Commissioner (Appeal) Assistant/ Deputy Commissioner Deputy Commissioner (Appeals) Special Objection Hearing Authority State Revenue Board 2011-12 0.01 0.01 2001-02 to 2016-17 2.62 2.6 Assessing / Commercial Tax Officer Goods and Service Tax Act Disallowance of credits claimed in Tran-1 Assistant Joint Commissioner 2017-18 16.25 14.86 Income Tax Act, 1961 Demand arising out of Regular Assessment/Reassessment ITAT 2004-05 & 2009-10 to 2012-13 1,038.46 256.76 Demand arising out of Regular Assessment/Reassessment CIT(A) 2014-15 to 2016-17 1,246.58 1,233.87 (viii) In our opinion and according to the information and explanations given to us, during the year, 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 during the year. (ix) In our opinion and according to the information and explanations given to us, during the year, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and money raised by way of the term loans have been applied by the Company during the year for the purposes for which they were raised. (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. 348 (xi) In our opinion and according to the information and explanations given to us, during the year, 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 undertaken during the year 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’s Registration No. 117366W/W-100018) SANjIv v. PILgAONKAR (Partner) (Membership No. 39826) (UDIN: 20039826AAAADI1893) Place: Mumbai Date: 5th June, 2020 349 BALANCE SHEET ANNUAL REPORT 2019-20 Balance Sheet as at March 31, 2020 ASSETS: Non-current assets Property, plant and equipment Capital work-in-progress Investment property Intangible assets Intangible assets under development Right-of-use assets 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 2 2 3 4 4 54(c) 5 6 7 44(e) 8 9 10 11 12 13 14 15 16 39 As at 31-3-2020 v crore v crore As at 31-3-2019 v crore v crore 6853.43 796.55 490.40 83.72 0.66 412.82 31786.76 1428.20 4068.94 2769.90 7982.02 567.31 381.26 228.72 171.69 – 20054.06 841.86 3373.64 3349.24 18197.30 1279.76 577.00 4706.85 28212.55 2733.45 4886.52 1305.94 1955.40 40423.23 49661.61 2780.37 141556.59 43800.71 43867.50 41.72 124659.73 27975.28 3507.00 304.48 6059.15 27912.96 3262.83 675.56 515.14 1997.59 350 Balance Sheet as at March 31, 2020 (contd.) EQUITY AND LIABILITIES: Equity Equity share capital Other equity Total equity Liabilities Non-current liabilities Financial liabilities Borrowings Lease liability Other financial liabilities Provisions Other non-current liabilities Current liabilities Financial liabilities Borrowings Current maturities of long term borrowings Lease liability 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 the group(s) of assets classified as held for sale TOTAL EQUITY AND LIABILITIES Note As at 31-3-2020 v crore v crore As at 31-3-2019 v crore v crore 17 18 19 20 21 22 23 24 25 26 27 28 39 280.78 51894.57 280.55 49767.87 52175.35 50048.42 7185.71 24.18 179.62 15044.11 3555.48 132.27 379.88 36249.51 1709.09 3772.07 – 81.69 7389.51 611.23 0.22 3853.76 497.62 0.58 4086.16 4131.46 - 201.96 36023.07 1931.73 57070.34 20758.05 1555.39 628.92 1367.58 141556.59 46374.38 22080.45 1483.61 320.91 – 124659.73 CONTINgENT LIABILITIES COMMITMENTS (capital and others ) NOTES FORMINg PART OF THE FINANCIAL STATEMENTS 29 30 1 to 63 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, June 5, 2020 S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai 351 STATEMENT OF PROFIT AND LOSS ANNUAL REPORT 2019-20 Statement of Profit and Loss for the year ended March 31, 2020 2019-20 2018-19 Note v crore v crore v crore v crore Continuing operations INCOME: Revenue from operations Other income Total Income EXPENSES: Manufacturing, construction and operating expenses Cost of raw materials components consumed 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 Total Expenses Profit before exceptional items and tax Exceptional items Profit before tax Tax expenses Current tax Deferred tax Net profit after tax from continuing operations Discontinued operations Profit before tax from discontinued operations Tax expense of discontinued operations Net profit after tax from discontinued operations Net profit after tax from continuing operations & discontinued operations Other Comprehensive income A Items that will not be reclassified to Profit or Loss: Equity instruments through Other Comprehensive Income Gain/(loss) on remeasurement of the defined benefits plan Income tax (expenses)/income on remeasurments 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 Carried forward - Other comprehensive Income 31 32 33 34 35 36 59 44(a) 39(a)(i) 44(a) 82383.65 2807.87 85191.52 82287.42 2711.19 84998.61 5486.99 28632.03 855.63 1520.47 22488.74 (64.01) 7962.36 5712.54 29482.65 906.49 2312.83 21647.74 (1126.17) 7917.78 66882.21 5955.98 2707.34 2266.56 1020.51 78832.60 6358.92 626.99 6985.91 1525.60 (564.45) 2409.73 (138.60) 961.15 6024.76 865.38 210.93 654.45 6679.21 (382.17) 66853.86 5732.60 2047.87 1787.62 999.55 77421.50 7577.11 1642.35 9219.46 2271.13 6948.33 812.40 269.34 543.06 7491.39 (174.60) 43.81 157.07 (34.28) (31.31) 10.94 (130.79) (20.37) (78.85) 16.68 122.79 (390.17) (62.17) (82.54) 352 Statement of Profit and Loss for the year ended March 31, 2020 (contd.) 2019-20 2018-19 Note v crore v crore (390.17) Brought forward - 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 Earnings per share (EPS) of R 2 each from continuing operations: Basic earnings per equity share (R) Diluted earnings per equity share (R) Earnings per share (EPS) of R 2 each from discontinued operations: Basic earnings per equity share (R) Diluted earnings per equity share (R) Earnings per share (EPS) of R 2 each from continuing operations & discontinued operations: Basic earnings per equity share (R) Diluted earnings per equity share (R) Face value per equity share (R) 49 49 49 49 49 49 NOTES FORMINg PART OF THE FINANCIAL STATEMENTS 1 to 63 (14.28) 4.45 (147.87) 47.60 (25.76) 7.11 (9.83) (100.27) (18.65) (518.92) 6160.29 42.93 42.87 4.66 4.66 47.59 47.53 2.00 v crore 9.31 v crore (82.54) (3.25) (88.13) 30.59 25.38 (8.87) 6.06 (57.54) 16.51 (117.51) 7373.88 49.56 49.47 3.87 3.87 53.43 53.34 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 Mumbai, June 5, 2020 S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai 353 STATEMENT OF CHANGES IN EqUITY ANNUAL REPORT 2019-20 Statement of changes in Equity for the year ended March 31, 2020 A. Equity 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 on conversion of foreign currency convertible bonds during the year 2019-20 2018-19 Number of shares 1,40,27,29,385 7,83,249 3,79,388 v crore Number of shares 280.55 1,40,13,69,456 13,59,929 – 0.16 0.07 v crore 280.27 0.28 – Issued, subscribed and fully paid up equity shares outstanding at the end of the year 1,40,38,92,022 280.78 1,40,27,29,385 280.55 B. Other equity Particulars Share application money pending allotment Equity component of foreign currency convertible bonds Reserves and surplus Items of Other Comprehensive income Capital reserve Capital reserve on business combination Securities premium Employee share options (net) Debenture redemption reserve General reserve Retained earnings Foreign currency translation reserve Hedging reserve Balance as at 31-3-2018 Business combination [Note 38] Change in accounting policy [Ind AS 115] 3.56 – – 153.20 – – 10.52 – – (6.36) (19.41) – 8363.02 – – 108.59 – – 458.94 – – 25395.78 – – 14250.01 (3291.90) (704.04) (0.37) – – 102.16 (3.34) – Equity instrument through Other Comprehen- sive Income Debt instruments through Other Comprehen- sive Income 54.93 – – Restated balance as at 1-4-2018 3.56 153.20 10.52 (25.77) 8363.02 108.59 458.94 25395.78 10254.07 (0.37) 98.82 54.93 – 44875.29 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 108.97 – – – – – – – – – – – – – – – – – – 7491.39 (20.37) – 6.06 – (41.03) – (62.17) 7471.02 6.06 (41.03) (62.17) (12.13) 10.45 – – (18.68) – – – 112.13 – – – (81.32) – (2243.18) (353.60) – – – – – – – – – (0.38) – – – – – – – – – – 153.20 10.52 (25.77) 8471.99 106.91 440.26 25507.91 15046.99 5.69 57.41 (7.24) – 49767.87 (v crore) Total Other equity 48893.98 (3314.65) (704.04) – – – – – – – – – – – 7491.39 (117.51) 7373.88 105.41 (0.38) – 10.45 (2243.18) (353.60) Profit for the period (a) Other Comprehensive Income (b) Total Comprehensive Income for the year (a+b) 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 previous year Dividend distribution tax paid for previous year Balance as at 31-3-2019 – – – (3.56) – – – – – – 354 Statement of changes in Equity for the year ended March 31, 2020 (contd.) Particulars Share application money pending allotment Equity component of foreign currency convertible bonds Balance as at 31-3-2019 Change in accounting policy [Ind AS 116] [Note 54(a)] Restated balance as at 1-4-2019 Profit for the year (c) Other Comprehensive Income (d) Total Comprehensive Income for the year (c+d) Issue of equity shares Settlement of foreign currency convertible bonds Transfer to non- financial assets/liability Transfer from/to general reserve/retained earnings during the year Employee share options (net) Dividend paid for previous year Interim equity dividend Dividend distribution tax paid for previous year Balance as at 31-3-2020 – – – – – – – – – – – – – – – – – – – (153.20) – – – – – – – Reserves and surplus Items of Other Comprehensive income (v crore) Capital reserve Capital reserve on business combination Securities premium Employee share options (net) Debenture redemption reserve General reserve Retained earnings Foreign currency translation reserve Hedging reserve 153.20 10.52 (25.77) 8471.99 106.91 440.26 25507.91 15046.99 5.69 57.41 Debt instruments through Other Comprehen- sive Income (7.24) Equity instrument through Other Comprehen- sive Income – Total Other equity 49767.87 – – – – – – – (3.97) – – – 153.20 10.52 (25.77) 8471.99 106.91 440.26 25507.91 15043.02 5.69 57.41 (7.24) – – (3.97) 49763.90 – – – – – – – – – – – – – – – – – – – – – – – – – 127.61 – – – – – – – – – – – – – – – – – – – – – – – 153.20 – – – – (8.39) 1.40 – – 93.27 – – – 8.39 – – – (475.44) – (2525.72) (1403.89) – – – (229.22) 6679.21 (130.79) – (9.83) – (118.92) – 122.79 – (382.17) 6679.21 (518.92) 6548.42 (9.83) (118.92) 122.79 (382.17) 6160.29 – – – – – – – – – – 0.20 – – – – – – – – – – – – – – – – 127.61 – 0.20 382.17 – – – – 1.40 (2525.72) (1403.89) – (229.22) 10.52 (25.77) 8599.60 99.92 533.53 25669.50 16957.17 (4.14) (61.31) 115.55 – 51894.57 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, June 5, 2020 S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai 355 STATEMENT OF CASH FLOWS ANNUAL REPORT 2019-20 Statement of Cash Flows for the year ended March 31, 2020 A. Cash flow from operating activities: Profit before tax from (excluding exceptional items) from: Continuing operations Discontinued operations Profit before tax including discontinued operations (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 share buy back Expenditure on demerger Interest expense Interest income (Profit)/loss on sale of fixed assets (net) (Profit)/loss on sale of investments (net) (including fair valuation) Impairment of current investment (Gain)/loss on derivatives at fair value through Profit or Loss Employee stock option-discount forming part of employee benefits expense Non-cash items related to discontinued operations 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 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 356 2019-20 v crore 6358.92 865.38 7224.30 (1387.29) 1020.51 (39.14) (46.52) – – 2266.56 (561.48) 30.92 (503.71) 100.00 – 47.40 45.85 8197.40 (6572.53) (183.14) 173.27 1615.00 (1736.30) (121.30) (1370.51) 61.50 (10231.82) 734.53 – 24.46 (788.79) 4226.96 (8901.99) 7510.01 516.20 1383.95 1.76 – (6833.74) 2018-19 v crore 7577.11 812.40 8389.51 (1512.12) 999.55 (78.95) 3.64 17.38 71.49 1787.62 (474.85) (594.25) (230.58) – 22.60 74.70 145.46 8621.20 (8979.11) (296.63) 5898.28 5243.74 (2687.32) 2556.42 (1576.79) 785.22 (469.84) 3835.36 (17.49) 3.82 1146.46 (3722.45) (12740.83) 12427.56 427.47 1330.60 178.70 (22.60) 1585.19 Statement of Cash Flows for the year ended March 31, 2020 (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 43] Repayment of non-current borrowings [Note 43] (Repayments)/Proceeds from other borrowings (net) [Note 43] Settlement of derivative contracts related to borrowings Interest paid on Lease Liability Principal repayment on Lease Liability [Note 43] 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 Cash and cash equivalents for discontinued operations (asset held for sale) Cash and cash equivalents at end of the year 2019-20 v crore 17.56 6617.46 (4209.10) 10804.33 308.29 (12.65) (67.95) (3929.61) (229.22) (1880.49) 7418.62 463.58 2723.77 (0.07) 3187.28 2018-19 v crore 11.31 789.41 (974.33) (616.54) 308.95 – – (2243.18) (353.60) (1527.61) (4605.59) (463.98) 3187.75 – 2723.77 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 balance 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 (reflected in Statement of Profit and loss) Add: Unrealised exchange (gain)/loss on cash and cash equivalents (reflected in Other Comprehensive Income) Less: Other bank balances disclosed under current assets [Note 13] Less: Cash and bank balance 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. 2019-20 v crore 3262.83 675.56 273.76 4212.15 (38.88) (36.67) 675.56 273.76 3187.28 2018-19 v crore 2733.45 4886.52 289.76 7909.73 7.64 (17.32) 4886.52 289.76 2723.77 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, June 5, 2020 S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai 357 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements NOTE [1](i) Company overview Larsen & Toubro is a major technology, engineering, construction, manufacturing and financial services conglomerate, with global operations. L&T addresses critical needs in key sectors - Hydrocarbon, Infrastructure, Power, Process Industries and Defence - for customers in over 30 countries around the world. L&T is engaged in core, high impact sectors of the economy and its integrated capabilities span the entire spectrum of ‘design to deliver’. With 8 decades of a strong, customer focused approach and a continuous quest for world-class quality, L&T has unmatched expertise across Technology, Engineering, Construction, Infrastructure Projects and Manufacturing, and maintain a leadership in all its major lines of business. Every aspect of L&T’s businesses is characterised by professionalism and high standards of corporate governance. Sustainability is embedded into Company’s long-term strategy for growth. The Company’s manufacturing footprint extends across eight countries in addition to India. L&T has several international offices and a supply chain that extends around the globe. NOTE [1](ii) Significant Accounting Policies (a) Statement of compliance The Company’s financial statements have been prepared in accordance with the provisions of the Companies Act, 2013 and the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and amendments thereof issued by Ministry of Corporate Affairs in exercise of the powers conferred by section 133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory promulgations require a different treatment. These financial statements have been approved for issue by the Board of Directors at its meeting held on June 5, 2020. (b) Basis of accounting The Company maintains its accounts on accrual basis following historical cost convention, except for certain assets and liabilities 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, Statement of Profit and Loss and Statement of Changes in Equity 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. 358 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) (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 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. 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 Statement of Profit and 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 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 Company 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. 359 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) B. Revenue from construction/project related activity is recognised as follows: 1. 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. 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 recognised in the Statement of Profit and 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 Company 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 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. 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. (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. 360 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) 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 of 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. All directly attributable costs related to the acquisition of PPE and borrowing costs in case of qualifying assets 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. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. 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. 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. Freehold land is not depreciated. PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition is recognised in the Statement of Profit and Loss in the same period. (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 and borrowing cost capitalised for qualifying assets, in accordance with the Company’s accounting policy. 361 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) 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. the technical feasibility of completing the intangible asset so that it will be available for use or sale; B. the Company has intention to complete the intangible asset and use or sell it; C. the Company has ability to use or sell the intangible asset; D. E. F. the manner in which the probable future economic benefits will be generated including the existence of a market for output of the intangible asset or intangible asset itself or if it is to be used internally, the usefulness of intangible assets; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and the 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 a prospective basis. Amortisation on impaired assets is provided by adjusting the amortisation charge in the remaining periods so as to allocate the asset’s revised carrying amount over its remaining useful life. (j) Impairment of assets As at the end of each accounting year, the Company reviews the carrying amounts of its PPE, investment property, intangible assets and investments in subsidiary, associate and joint venture companies to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, PPE, investment property, 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. 362 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) 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, which may vary based on the future performance of the Company 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 been 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, cost of bonus, ex-gratia and performance- linked rewards falling due wholly within twelve months of rendering the service are classified as short-term employee benefits and are expensed in the period in which the employee renders the related service. (ii) Post-employment benefits: A. Defined contribution plans: The Company’s superannuation scheme, state governed provident fund scheme, employee state insurance scheme and employee pension scheme are defined contribution plans. The contribution paid/payable under the schemes is recognised during the period in which the employee renders the related service. B. Defined benefit plans: The employees’ gratuity fund schemes and employee provident fund schemes managed by board of trustees established by the Company, the post-retirement medical care plan and the Company pension plan represent defined benefit plans. The present value of the obligation under defined benefit plans is determined based on actuarial valuation using the Projected Unit Credit Method. The obligation is measured at the present value of the estimated future cash flows using a discount rate based on the market yield on government securities of a maturity period equivalent to the weighted average maturity profile of the defined benefit obligations at the Balance Sheet date. Re-measurement, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability or asset) and any change in the effect of asset ceiling (if applicable) is recognised in Other Comprehensive Income and is reflected in Retained earnings and the same is not eligible to be reclassified to Profit or Loss. Defined benefit costs comprising current service cost, past service cost and gains or losses on settlements are recognised in the Statement of Profit and Loss as employee benefits expense. Interest cost implicit in defined benefit employee cost is recognised in the Statement of Profit and Loss under finance cost. Gains or losses on settlement of any defined benefit plan are recognised when the settlement occurs. Past service cost is recognised as expense at the earlier of the plan amendment or curtailment and when the Company recognises related restructuring costs or termination benefits. In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis. 363 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) (iii) Long-term employee benefits: The obligation recognised in respect of long-term benefits such as compensated absences, long service award etc. is measured at present value of estimated future cash flows expected to be made by the Company and is recognised in a similar manner as in the case of defined benefit plans vide (ii)(B) supra. Long-term employee benefit costs comprising current service cost and gains or losses on curtailments and settlements, re-measurements including actuarial gains and losses are recognised in the Statement of Profit and Loss as employee benefit expenses. Interest cost implicit in long-term employee benefit cost is recognised in the Statement of Profit and Loss under finance cost. (iv) Termination benefits: Termination benefits such as compensation under employee separation schemes are recognised as expense when the Company’s offer of the termination benefit is accepted or when the Company recognises the related restructuring costs whichever is earlier. (l) Leases Leases are accounted as per Ind AS 116 which has become mandatory from April 1, 2019. Assets taken on lease are accounted as right-of-use assets and the corresponding lease liability is accounted at the lease commencement date. Initially the right-of-use asset is measured at cost which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments, discounted using the Company’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, or a change in the estimate of the guaranteed residual value, or a change in the assessment of purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right- of-use asset, or is recorded in the Statement of Profit and Loss if the carrying amount of the right-of-use asset has been reduced to zero. The right-of-use asset is measured by applying cost model i.e. right-of-use asset at cost less accumulated depreciation and cumulative impairment, if any. The right-of-use asset is depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset whichever is earlier. Carrying amount of lease liability is increased by interest on lease liability and reduced by lease payments made. Lease payments associated with following leases are recognised as expense on straight-line basis: (i) Low value leases; and (ii) Leases which are short-term. Assets given on lease are classified either as operating lease or as finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Initially asset held under finance lease is recognised in balance sheet and presented as a receivable at an amount equal to the net investment in the lease. Finance income is recognised over the lease term, based on a pattern reflecting a constant periodic rate of return on Company’s net investment in the lease. A lease which is not classified as a finance lease is an operating lease. The Company recognises lease payments in case of assets given on operating leases as income on a straight-line basis. The Company presents underlying assets subject to operating lease in its balance sheet under the respective class of asset. (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 364 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) 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. 2. 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. 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. 7. Trade receivables, security deposits, cash and cash equivalents, employee and other advances – at amortised cost 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. 365 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) 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. For all other financial assets, expected credit losses are measured at an amount equal to 12-month expected credit losses or at an amount equal to lifetime expected credit losses if the credit risk on the financial asset has increased significantly 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 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. 366 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in Other Comprehensive Income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in Profit or Loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in Profit or Loss. (iv) Compound financial instruments issued by the Company which can be converted into fixed number of equity shares at the option of the holders irrespective of changes in the fair value of the instrument are accounted by separately recognising the liability and the equity components. The liability component is initially recognised at the fair value of a comparable liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. The directly attributable transaction costs are allocated to the liability and the equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured subsequently. (n) Inventories Inventories are valued after providing for obsolescence, as under: (i) Raw materials, components, construction materials, stores, spares and loose tools at lower of weighted average cost or net realisable value. However, these items are considered to be realisable at cost if the finished products in which they will be used, are expected to be sold at or above cost. (ii) Manufacturing work-in-progress at lower of weighted average cost including related overheads or net realisable value. In some cases, manufacturing work-in-progress are valued at lower of specifically identifiable cost or net realisable value. In the case of qualifying assets, cost also includes applicable borrowing costs vide policy relating to borrowing costs. (iii) Finished goods and stock-in-trade (in respect of goods acquired for trading) at lower of weighted average cost or net realisable value. Cost includes costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location. Taxes which are subsequently recoverable from taxation authorities are not included in the cost. (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 cash equivalents. (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 lease and exchange differences arising on foreign currency borrowings to the extent they are regarded as an adjustment to 367 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) 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 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 the Statement of Profit and 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 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, liability, expense or income. (iv) Financial statements of foreign operations whose functional currency is different than Indian Rupee are translated into Indian Rupee 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. 368 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) 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 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. ix) 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. x) 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. (u) Taxes on income Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act,1961 and based on the expected outcome of assessments/appeals. Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Company’s financial statements and the corresponding tax bases used in computation of taxable profit and quantified using the tax rates as per 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”/other temporary differences 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. 369 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) The Company uses estimates and judgements based on the relevant rulings in the areas of allowances and disallowances which are exercised while determining the provision for income tax. (v) Interests in joint operations The Company as a joint operator recognises in relation to its interest in a joint operation, its share in the assets/liabilities held/ incurred jointly with the other parties of the joint arrangement. Revenue is recognised for its share of revenue from the sale of output by the joint operation. Expenses are recognised for its share of expenses incurred jointly with other parties as part of the joint arrangement. Interests in joint operations are included in the segments to which they relate. (w) Provisions, contingent liabilities and contingent assets Provisions are recognised only when: (i) the Company has a present obligation (legal or constructive) as a result of a past event; (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) a reliable estimate can be made of the amount of the obligation. Provision is measured using the cash flows estimated to settle the present obligation and when the effect of time value of money is material, the carrying amount of the provision is the present value of those cash flows. Reimbursement expected in respect of expenditure required to settle a provision is recognised only when it is virtually certain that the reimbursement will be received. Contingent liability is disclosed in case of: (i) a present obligation arising from past events, when it is not probable that an outflow of resources will be required to settle the obligation; and (ii) a present obligation arising from past events, when no reliable estimate is possible. Contingent assets are disclosed where an inflow of economic benefits is probable. Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date. Where the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under such contract, the present obligation under the contract is recognised and measured as a provision. (x) Commitments Commitments are future liabilities for contractual expenditure, classified and disclosed as follows: (i) estimated amount of contracts remaining to be executed on capital account and not provided for; (ii) uncalled liability on shares and other investments partly paid; (iii) funding related commitment to subsidiary, associate and joint venture companies; and (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) Discontinued operations and non-current assets held for sale Discontinued operation is a component of the Company that has been disposed of or classified as held for sale and represents a major line of business. 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 370 Notes forming part of the Financial Statements (contd.) NOTE [1](ii) Significant Accounting Policies (contd.) condition subject only to terms that are usual and customary for sale of such asset (or disposal group) and the sale is highly probable and is expected to qualify for recognition as a completed sale within one year from the date of classification. Non-current assets and disposal groups classified as held for sale are measured at lower of their carrying amount and fair value less costs to sell. (z) Statement of Cash Flows Statement of Cash Flows is prepared segregating the cash flows into operating, investing and financing activities. Cash flow from operating activities is reported using indirect method, adjusting the profit before tax excluding exceptional items for the effects of: (i) changes during the period in inventories and operating receivables and payables, transactions of a non-cash nature; (ii) non-cash items such as depreciation, provisions, unrealised foreign currency gains and losses; and (iii) all other items for which the cash effects are investing or financing cash flows. Cash and cash equivalents (including bank balances) shown in the Statement of Cash Flows exclude items which are not available for general use as at the date of Balance Sheet. (aa) Key sources of estimation The preparation of financial statements in conformity with Ind AS requires that the management of the Company makes estimates and assumptions that affect the reported amounts of income and expenses of the period, the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. The estimates and underlying assumptions made by management have been explained under respective policies and 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 financial information in the financial statements in respect of prior periods is restated from the beginning of the preceding period in the financial statements if the business combination date is prior to that date. However, if business combination date is after that date, the financial information in the financial statements is restated from the date of business combination. NOTE [1](iii) The Company has assessed the impact of COVID-19 on its financial statements based on the internal and external information upto the date of approval of these financial statements and expects to recover the carrying amounts of its investments, intangible assets, trade receivable, project work-in-progress and inventories. The Company will continue to monitor the future economic conditions and update its assessment. 371 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [2] Property, Plant and Equipment & Capital work-in-progress Class of assets As at 1-4-2019 Additions Cost/Valuation Trf to/from Investment property T/f to ROU asset Assets held for sale Foreign currency fluctuation Deductions As at 31-03-2020 Up to 31-3-2019 For the period[1] Assets held for sale Depreciation Trf to Investment property T/f to ROU asset Foreign currency fluctuation v crore Impairment Book value Deductions Up to 31-03-2020 Up to 31-3-2019 Up to 31-03-2020 As at 31-03-2020 As at 31-3-2019 Land Freehold Leasehold Sub total -Land Buildings Plant & equipment Owned Leased out Sub total- Plant & equipment Computers Office equipment Furniture & fixtures Vehicles Other assets Ships Dredged Channel Breakwater Structures Aircraft Sub total - Other assets Total 703.70 344.82 1048.53 2719.92 38.94 – 38.94 224.44 (3.64) (10.81) (14.45) (279.57) – (282.10) (282.10) – 1.18 – 1.18 152.01 – – – 5.78 – – – 6.95 – 737.82 15.68 51.92 789.74 15.68 2511.60 441.67 – 0.71 0.71 86.47 – (0.94) (0.94) (44.22) – (12.54) (12.54) – – – – 0.12 – – – 5.71 – 0.00 0.00 5.12 – 2.92 2.92 484.39 – – – 87.25 – – – 89.30 703.70 737.82 49.00 329.14 786.82 1032.84 1937.91 2190.99 6161.01 2.11 6163.12 398.71 – 398.71 (620.67) – (620.67) 408.94 193.97 78.42 27.22 (44.13) (12.43) 163.17 236.93 9.77 32.36 (31.32) (7.17) 36.73 418.11 585.81 195.22 1235.87 46.94 – 1.11 – 48.05 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 20.14 – 20.14 183.67 – 183.67 5775.52 2809.73 1.44 5777.63 2811.17 2.11 609.90 (323.45) – 610.11 (323.45) 0.20 0.34 0.73 0.70 1.32 – – – – – 19.34 1.34 2.73 15.84 424.23 259.26 208.15 123.91 67.95 30.19 (22.96) (6.53) 139.59 247.60 90.12 99.09 16.46 32.11 (14.25) (2.48) – – – – – 83.67 18.93 418.11 156.27 53.41 586.93 195.22 16.41 1283.92 245.01 7.39 (0.71) 43.85 10.48 61.01 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 14.35 – 14.35 123.93 2986.60 1.64 123.93 2988.24 – 15.01 – 15.01 15.05 – 15.05 2773.87 3336.28 0.67 2774.34 3336.95 0.47 0.27 0.65 0.58 1.01 – – – – – 17.92 1.31 286.61 146.90 2.50 10.78 90.41 118.94 – – – – – 26.31 155.56 97.25 26.89 306.02 – 0.01 0.24 – – – – – – – 0.01 0.24 – 137.63 61.24 149.68 70.05 48.94 128.66 72.81 137.84 – – – – – 57.36 262.54 17.81 261.84 489.67 168.33 977.90 532.41 178.81 990.86 12170.45 857.92 (1009.74) (282.10) 153.19 29.00 229.88 11382.47 4085.92 905.02 (414.82) (12.54) 0.12 22.56 161.57 4424.44 102.51 104.60 6853.43 7982.02 11031.55 1391.33 Previous year Add : Capital work-in-progress [1] R 1.38 crore pertains to Foreign currency fluctuation – – (6.03) 26.25 284.71 12170.45 3181.98 1052.50 – – (1.19) 15.79 165.55 4085.92 102.51 102.51 796.55 567.31 7649.98 8549.34 a) Cost of freehold land includes R 1.14 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 68.26 crore, including 2615 shares of R 50 each, 75 shares of R 100 each. (previous year: 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). B. C. in various apartments : R 9.42 crore. (previous year: R 9.42 crore). 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 30.59 crore). 372 Notes forming part of the Financial Statements (contd.) NOTE [2] (contd.) (ii) ownership accommodations of R 0.29 crore in respect of which the deed of conveyance is yet to be executed. (previous year: R 3.53 crore). (iii) ownership accommodations of R 11.75 crore representing undivided share in properties at various locations. (previous year: R 11.75 crore). c) Additions during the year and capital work-in-progress include R 23.10 crore (previous year: R 26.72 crore) being borrowing cost capitalised in accordance with Accounting Standard (Ind AS) 23 “Borrowing Costs”. Asset class wise break-up of borrowing costs capitalised during the year is as follows: Class of assets 2019-2020 2018-2019 v crore Buildings Plant and Equipment Total 23.09 0.01 23.10 25.99 0.73 26.72 d) The average capitalisation rate for borrowing cost is 6.24 % (previous year: 7.68 %). e) In addition to depreciation, obsolescence amounting to R 4.30 crore (previous year: R 6.35 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 116 “Leases”. g) Cost as at April 1, 2019 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 & Equipment Computer Office Equipment Furniture & Fixture Vehicles Ships 3 8 3 4 10 8 14 60 15 6 5 10 10 14 b. Estimated useful life of following assets is different than useful life as prescribed in schedule II of the Companies Act, 2013. Sr. No Category of Assets Sub-category of Assets 1. 2. Aircrafts Vehicles – Motor Cars Useful life as per Schedule II (in years) Useful life adopted (in years) 20 8 18 7 373 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [2] (contd.) A Assets used in Heavy Engineering Business: Category of Assets Sub-category of Assets Useful life as per Schedule II (in years) Useful life adopted (in years) Sr. No 1. Plant & Equipment General Boring/Rolling/Drilling/Milling machines Modular Furnace Other Furnaces Horizontal Autoclaves Load bearing structures Flushing Facility Cranes 2. Roads Carpeted Roads-other than RCC B Assets used in Shipbuilding Business: 10-30 5-15 5-30 10-30 50 3 10-30 5-15 15 5 Sr. No Category of Assets Sub-category of Assets Useful life as per Schedule II (in years) Useful life adopted (in years) 1. Marine structures 2. Plant & equipment Ship lift structures, Control system, Chiller units, Condition monitoring system, Ship position system, Ship transfer system, other ship lift related structures Land berth and piled platforms Rail Mounted quay Cranes, Rubber Tyre Gantry Cranes having capacity of 40 Tons or more Tower cranes and EOT cranes Rails Air-Conditioner & refrigeration equipment 3. Buildings Diesel generator Production shops Container yards Internal roads 4. Vehicles Motor Cars 30* 30* 30* 15 15 15 15 15 30 30 5 8 *Represents licence period as per agreement executed with the Tamil Nadu Maritime Board. 50 20 40 20 25 20 12 12 50 20 15 7 374 Notes forming part of the Financial Statements (contd.) NOTE [2] (contd.) C Assets used in Defence Business: Sr. No 1. 2. 3. 4. Category of Assets Sub-category of Assets Buildings Buildings Factory Buildings Non-Factory Buildings Plant and Equipment General Plant & Equipment Photographic equipment Laboratory Equipment Electrical Installation Air conditioning and refrigeration equipment 5. 6. 7. Computer Office Equipment Furniture and Fixture D Assets used in Electrical & Automation business: Useful life as per Schedule II (in years) Useful life adopted (in years) 30 3 – 60 8 – 15 15 10 10 12 3 – 6 4 – 5 10 2 - 60 5 - 50 1 – 50 8 1 1 – 21 1 – 12 1 – 8 1 – 15 1 – 20 Sr. No 1. Category of Assets Sub-category of Assets Plant & Equipment General Specialised machine tools, dies, jigs, fixtures, gauges for electrical business Useful life as per Schedule II (in years) Useful life adopted (in years) 15 5 E 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 Useful life as per Schedule II (in years) Useful life adopted (in years) 5 15 15 10 15 3 3 3 3 3 In addition to above, any assets purchased for project site with acquisition value less than R 50,000 for above 5 categories of Asset, full cost is depreciated in the same financial year. j) Carrying value of Property, plant and equipment pledged as collateral for liabilities and/or commitments as at March 31, 2020 amounts to R 1718.30 crore (as at March 31, 2019: R 1973.52 crore) 375 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [3] Investment Property Class of assets Land Buildings Total As at 1-4-2019 52.77 357.20 409.97 Additions – 0.33 0.33 Cost Transferred from PPE/to Inventories 1.18 151.96 153.15 Deductions As at 31-3-2020 As at 31-3-2019 Additions Depreciation Transferred from PPE/to Inventories v crore Book Value Deductions Upto 31-3-2020 As at 31-3-2020 As at 31-3-2019 – 53.95 7.77 7.77 501.72 555.68 – 48.79 48.79 – 16.63 16.63 – 0.08 0.08 – 0.22 0.22 – 53.95 52.77 65.27 65.27 436.45 490.40 308.41 361.18 Previous year 523.16 7.62 (8.93) 111.88 409.97 48.18 15.49 (1.34) 13.54 48.79 Add : Capital work-in-progress – 20.08 490.40 381.26 (a) Additions during the year and capital work-in-progress include R 0.33 crore (previous year: R 1.38 crore) being borrowing cost capitalised in accordance with Accounting Standard (Ind AS) 23 “Borrowing Costs”. Asset class wise break-up of borrowing costs capitalised during the year is as follows: Buildings Class of assets R crore 2019-2020 2018-2019 0.33 1.38 (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 Minimum useful life (in years) Maximum useful life (in years) 3 60 (c) Disclosure pursuant to Ind AS 40 “Investment Property” (i) Amount recognised in the Statement of Profit and Loss for Investment property: Sr. No. 1 2 3 Particulars v crore 2019-20 2018-19 Rental income derived from Investment property 137.81 179.92 Direct operating expenses arising from Investment property that generated rental income 79.14 66.74 Direct operating expenses arising from Investment property that did not generate rental income 0.63 0.67 (ii) Fair value of Investment property : R 2644.31 crore as at March 31, 2020 (R 2932.97 crore as at March 31, 2019) (iii) The fair values of investment properties have been determined with the help of internal architectural department and independent valuer on a case to case basis. Fair value of properties that are evaluated by independent valuer amounts to R 1802.82 crore (R 2932.97 crore as at March 31, 2019). Valuation is based on government rates, market research, market trend and comparable values as considered appropriate. 376 Notes forming part of the Financial Statements (contd.) NOTE [4] Intangible assets & Intangible assets under development Class of assets As at 1-4-2019 Additions Assets held for sale Deductions As at 31-03-2020 Up to 31-3-2019 For the period Assets held for sale Deductions Up to 31-3-2020 As at 31-3-2020 As at 31-3-2019 Cost Amortisation Book value Specialised softwares 226.69 12.02 (31.48) Technical knowhow 106.55 8.34 (14.20) New product design and development 229.38 54.08 (277.20) Total 562.62 74.44 (322.88) – – – – 207.22 182.07 13.56 (25.18) 100.69 43.02 24.43 (13.72) 6.26 108.81 7.64 (110.18) 314.17 333.90 45.63 (149.08) – – – – 170.45 36.77 44.62 53.74 46.95 63.52 6.26 0.00 120.58 230.45 83.72 228.72 Previous year 463.99 98.63 – – 562.62 270.57 63.33 – – 333.90 v crore Add: Intangible assets under development (a) Additions during the year Class of assets Specialised softwares Technical knowhow New product design and development Total FY 2019-20 FY 2018-19 Internal development – 8.34 54.08 62.42 Acquired - external 12.02 – – 12.02 Total 12.02 8.34 54.08 74.44 Internal development – – 67.99 67.99 Acquired - external 23.16 7.48 – 30.64 0.66 171.69 84.38 400.41 v crore Total 23.16 7.48 67.99 98.63 (b) Note : Depreciation is provided based on useful life supported by the technical evaluation considering business specific usage, the consumption pattern of the assets and the past performance of similar assets: Sr. No. 1. 2. 3. Class of assets Specialised softwares Technical knowhow New product design and development Minimum useful life (in years) 1 1 1 Maximum useful life (in years) 10 10 6 377 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [5] Non-current Assets: Financial Assets - Investments Particulars As at 31-3-2020 As at 31-3-2019 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) Other investments in Subsidiary Company Details of Non-current Assets: Financial Assets - Investments Particulars (A) Investments in fully paid equity instruments (a) Subsidiary companies: (i) Investments in fully paid equity instruments: L&T Valves Limited Bhilai Power Supply Company Limited 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 Metro Rail (Hyderabad) Limited L&T Power Development Limited L&T Power Limited L&T Construction Equipment Limited [1] L&T Seawoods Limited Mindtree Limited L&T Electricals and Automation Limited L&T Hydrocarbon Engineering Limited L&T Technology Services Limited (quoted) Larsen & Toubro Infotech Limited (quoted) Larsen & Toubro Hydrocarbon International Limited LLC [Net of provision R 0.68 crore (previous year:R 0.68 crore)] Larsen & Toubro LLC L&T Construction Machinery Limited [1] Larsen & Toubro (Saudi Arabia) LLC L&T Infrastructure Engineering Limited L&T Global Holdings Limited 26339.03 4.42 1539.91 73.42 16537.52 4.42 1539.51 97.35 27956.78 18.50 27975.28 18178.80 18.50 18197.30 Number of units As at 31-3-2020 Face value per unit v As at 31-3-2020 v crore As at 31-3-2019 v crore 100 10 10 10 10 10 10 10 10 10 10 10 10 10 10 10 2 1 SAR 1000 USD 1 10 SAR 1000 10 USD 100 18,00,000 49,950 50,000 9,500 4,56,00,000 50,000 50,000 1,27,75,20,203 2,43,89,99,999 3,11,27,00,000 51,157 16,71,60,700 1,65,45,50,000 10,05,27,734 74,38,796 1,00,00,50,000 7,79,86,899 12,97,84,034 450 50,000 19,91,42,091 625 36,00,000 80,000 161.23 0.05 0.05 0.01 45.60 0.05 – 3468.17 2439.00 3112.70 0.05 107.72 1654.55 9567.93 40.36 1000.05 805.25 108.05 – 161.23 0.05 0.05 0.01 45.60 0.05 – 3468.17 2427.18 3112.70 0.05 107.72 1654.55 – 40.36 1000.05 805.49 108.05 – 0.23 22.27 1.05 21.85 53.16 22609.38 0.23 22.27 1.05 21.85 53.16 13029.87 378 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Non-current Assets: Financial Assets - Investments (contd.) Particulars (ii) Preference share considered equity as per terms: L&T Seawoods Limited -10% Non-cumulative, optionally convertible redeemable preference shares, March 30, 2022. 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 Ltd -10% Non-cumulative, optionally convertible redeemable at par preference shares, February 6, 2029 L&T Hydrocarbon Engineering Ltd -12% Non-cumulative, optionally convertible, redeemable at par preference shares, October 19, 2030 L&T Hydrocarbon Engineering Ltd -12% Non-cumulative,optionally convertible, redeemable at par preference shares, March 30, 2031 Number of units As at 31-3-2020 Face value per unit v As at 31-3-2020 v crore As at 31-3-2019 v crore 2 2 2 2 10 10 10 82,60,00,000 826.00 826.00 4,80,00,000 48.00 48.00 4,22,50,000 42.25 42.25 4,20,00,000 42.00 42.00 50,00,00,000 500.00 500.00 13,00,00,000 130.00 130.00 13,00,00,000 130.00 130.00 L&T Uttaranchal Hydropower Limited - 10% Non-cumulative, optionally 2 1,36,24,50,000 1362.45 1140.45 convertible redeemable preference shares, July 17, 2029. L&T Construction Equipment Limited - 12% Non-cumulative and optionally 10 64,83,00,000 648.30 648.30 convertible, redeemable at par preference shares, May 26, 2025. [1] (iii) Other equity investments: L&T Aviation Services Private Limited Total - (a) = (i)+(ii)+(iii) (b) Associate companies: Gujarat Leather Industries Limited [Net of provision R 0.56 crore (previous year: 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 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 Carried forward 3729.00 3507.00 0.65 0.65 26339.03 0.65 0.65 16537.52 – 4.42 4.42 – – – 15.03 1021.48 – 119.39 362.41 – 0.01 1518.32 – 4.42 4.42 – – – 15.03 973.48 25.50 119.39 362.41 – 0.01 1495.82 10 100 7,35,000 9,000 10 10 10 10 10 10 10 10 10 10 100 100 100 1,50,30,000 32,10,59,096 – 11,93,91,000 36,24,06,000 100 13,000 379 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Non-current Assets: Financial Assets - Investments (contd.) Particulars (i) Investments in fully paid equity instruments: (contd.) Brought forward L&T Special Steels and Heavy Forgings Private Limited [Net of provision R 419.28 crore (previous year: R 419.28 crore)] L&T Transportation Infrastructure Limited L&T-Sargent & Lundy Limited PNG Tollway Limited Raykal Aluminum Company Private Limited L&T MBDA Missile Systems Limited (ii) Other equity investments: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited (iii) Preference shares-(equity portion): Number of units As at 31-3-2020 Face value per unit v 10 41,92,84,000 10 10 10 10 10 1,08,64,000 27,82,736 100 37,750 5,10,000 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, 10 15,54,00,000 non-convertible redeemable at par preference shares, December 8, 2024 [Net of provision R 78.33 crore (previous year: R 78.33)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, 10 17,76,00,000 non-convertible redeemable at par preference shares, December 8, 2025 [Net of provision R 97.91 crore (previous year: R 97.91)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, 10 14,20,80,000 non-convertible redeemable at par preference shares, December 8, 2026 [Net of provision R 84.41 crore (previous year: R 84.41)] Total - (c) = (i)+(ii)+(iii) (d) Other companies: International Seaport Dredging Limited [Net of provision R 15.90 crore (previous 10000 15,899 year: R 15.90 crore)] BBT Elevated Road Private Limited Utmal Multi purpose Service Co-operative Society Limited (B Class) (non-trade investments) [R 30,000 (previous year: R 30,000)] Tidel Park Limited [note 53(f)] VP Global Fibre and Yarns Private Limited [R 22,900 (previous year: R 20,600)] New Vision Wind Power Private Limited The New India Assurance Company Limited ICICI Securities Limited Total - (d) Total - (A) =(a)+(b)+(c)+(d) 10 100 10 100 10 10 5 1,00,000 300 40,00,000 229 2,700 4,45,803 – As at 31-3-2020 v crore As at 31-3-2019 v crore 1518.32 – 1495.82 – 10.86 0.82 – 0.04 0.51 1530.55 2.24 7.13 9.36 – – – 10.86 0.82 22.42 0.04 0.51 1530.47 2.24 6.80 9.04 – – – – 1539.91 – 1539.51 – 0.10 – – 0.10 – 68.30 – – 5.01 – 73.42 27956.78 65.58 – – 11.92 19.73 97.35 18178.80 380 Notes forming part of the Financial Statements (contd.) NOTE [5] Details of Non-current Assets: Financial Assets - Investments (contd.) Particulars Number of units As at 31-3-2020 Face value per unit v As at 31-3-2020 v crore As at 31-3-2019 v crore (B) Investment in preference shares of Joint Venture companies: (Fair value debt portion): L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible redeemable at par preference shares, December 8, 2024 [Net of provision R 77.77 crore (previous year: R 77.77)] 10 15,54,00,000 L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible 10 17,76,00,000 redeemable at par preference shares, December 8, 2025 [Net of provision R 79.12 crore (previous year: R 79.12)] L&T Special Steels & Heavy Forgings Private Limited - 6% Cumulative, non-convertible 10 14,20,80,000 redeemable at par preference shares, December 8, 2026 [Net of provision R 56.28 crore (previous year: R 56.28)] Total - (B) (C) Other investments: Subsidiary companies: In limited liability partnership: L&T Geo structure LLP Total - (B) Total Non Current Investment =(A)+(B) Details of quoted / unquoted investments: Particulars (a) Aggregate amount of quoted investments and market value thereof; Book Value Market Value (b) Aggregate amount of unquoted investments; Book Value (c) Aggregate amount of Impairment in value of investments – – – – – – – – 18.50 18.50 27975.28 18.50 18.50 18197.30 As at 31-3-2020 v crore As at 31-3-2019 v crore 13954.41 42534.94 4413.37 53882.38 14020.87 2633.29 13783.93 2633.29 [1] The composite scheme of amalgamation and arrangement between L&T Realty Limited and L&T Construction Equipment Limited and L&T Construction Machinery Limited has been approved by National Company Law Tribunal on April 23,2020 with appointed date as April 1, 2018. Pursuant to the scheme: a. b. c. Pursuant to amalgamation of L&T Realty Limited with L&T Constructure Equipment Limited, L&T Construction Equipment Limited issued 4,71,60,700 equity shares of R 10 each and 64,83,00,000 , 12% non-cumulative redeemable preference shares of R 10 each to Larsen & Toubro Limited as a consideration towards transfer of all assets and liabilities by L&T Realty Limited. The cost of acquisition of shares issued is deemed to be the cost at which Larsen & Toubro Limited acquired shares of L&T Realty Limited. Accordingly, the value of investment in L&T Construction Equipment Limited has been increased by R 47.16 crore towards equity shares and R 648.30 crore towards preference shares w.e.f. April 1, 2018 and correspondingly investment in equity and preference shares of L&T Realty Limited stands cancelled. Subject to the approval of the Registrar of Companies, L&T Construction Equipment Limited is proposed to be renamed as L&T Realty Developers Limited and L&T Construction Machinery Limited is proposed to be renamed as L&T Construction Equipment Limited. Pursuant to demerger of Manufacturing business of L&T Construction Equipment Limited, L&T Construction Machinery Limited issued 19,91,32,091 equity shares of R 10 each to Larsen & Toubro Limited as a consideration towards transfer of certain assets and liabilities by L&T Construction Equipment Limited. The cost of acquisition of these shares issued is derived based on book value of assets transferred to the total value of assets of L&T Construction Equipment Limited as at appointed date. Accordingly, the value of investment in L&T Construction Machinery Limited has been increased by R 22.26 crore and reduced in L&T Construction Equipment Limited w.e.f. April 1, 2018. 381 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [6] Non-current Assets: Financial Assets - Loans Particulars Unsecured security deposits, considered good: Less: Allowance for expected credit loss Unsecured loan and advances to related parties: Subsidiary companies, considered good [Note 57 & 58 (A)] Joint venture companies, considered good [Note 57 & 58 (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 Premium receivable on financial guarantee contracts Other receivables Fixed deposits with banks (maturity more than 12 months) As at 31-3-2020 As at 31-3-2019 v crore 152.45 36.54 1578.79 263.00 – 0.71 v crore v crore v crore 115.91 2074.59 106.32 28.30 1463.59 263.00 78.02 – 1315.79 1200.59 0.08 1.07 0.71 3507.00 1.15 1279.76 As at 31-3-2020 As at 31-3-2019 v crore 273.76 19.87 10.53 – 0.32 304.48 v crore 289.76 102.43 10.54 174.27 – 577.00 382 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 deposit (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 31-3-2020 As at 31-3-2019 26.02 25.25 26.49 25.97 575.28 627.79 354.03 273.76 4372.34 4423.56 4133.80 289.76 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 [includes goods-in-transit R 1.12 crore (previous year: R 14.83 crore)] Components [includes goods-in-transit R 10.58 crore (previous year: R 19.29 crore)] Construction materials [includes goods-in-transit R 17.11 crore (previous year: R 114.39 crore)] Manufacturing work-in-progress Finished goods Stock-in-trade [includes goods-in-transit R 37.10 crore (previous year: R 38.79 crore)] Stores and spares [includes goods-in-transit R 1.14 crore (previous year: R 2.22 crore)] Loose tools Property development related work-in-progress As at 31-3-2020 As at 31-3-2019 v crore 0.15 237.94 1758.01 2072.84 4068.94 v crore 1.84 19.29 1636.04 1716.47 3373.64 As at 31-3-2020 As at 31-3-2019 v crore 377.44 82.04 48.34 367.48 18.12 308.36 133.60 2.96 1431.56 2769.90 v crore 332.93 296.27 144.09 489.87 230.41 386.27 130.74 3.69 1334.97 3349.24 Note: During the year R 73.98 crore (previous year: R 1.09 crore) was recognised as expense towards write-down of inventories. 383 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 As at 31-3-2020 As at 31-3-2019 v crore v crore 757.82 v crore v crore 924.53 331.40 836.53 2132.58 273.07 741.94 1123.75 3300.51 2000.82 6059.15 2138.76 1643.56 4706.85 Details of current investments in Subsidiary companies and joint venture companies Particulars Number of units As at 31-3-2020 Face value per unit v As at 31-3-2020 v crore As at 31-3-2019 v crore Debentures and Bonds (quoted): (i) Subsidiary companies: 9.10% L&T Finance Ltd. NCD April 13, 2022 7.65% L&T Finance Ltd. NCD November 13, 2020 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: 9.14% Kudgi Transmission Limited SR-K NCD April 25, 2028 9.14% Kudgi Transmission Limited SR-L NCD April 25, 2029 9.14% Kudgi Transmission Limited SR-M NCD April 25, 2030 9.14% Kudgi Transmission Limited SR-N NCD April 25, 2031 9.14% Kudgi Transmission Limited SR-O NCD April 25, 2032 9.50% Kudgi Transmission Limited SR-P NCD April 25, 2033 9.50% Kudgi Transmission Limited SR-Q NCD April 25, 2034 9.50% Kudgi Transmission Limited SR-R NCD April 25, 2035 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) 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) 384 1000 2500000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 1000000 2,00,000 80 1,500 1,000 230 240 270 280 290 310 330 360 390 410 350 960 250 2,500 20.83 20.81 172.96 116.81 331.40 27.20 28.52 32.01 33.35 34.50 37.85 40.37 43.90 47.83 50.56 43.36 119.34 31.15 266.60 836.53 – 162.61 110.47 273.07 25.84 26.96 30.19 31.00 31.94 35.03 – 40.64 44.08 46.39 39.64 108.82 28.36 253.06 741.94 As at 31-3-2020 v crore As at 31-3-2019 v crore 4058.33 4058.33 3063.29 3063.29 2000.82 1643.56 Notes forming part of the Financial Statements (contd.) NOTE [11] Current Assets: Financial Assets - Trade receivables Particulars Unsecured, considered good 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 drafts 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[1] Margin money deposits with banks Cash and bank balances not available for immediate use [1] Real Estate (Regulation and Development) Act, 2016 As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 29056.56 1313.12 1234.68 1065.16 29438.93 1411.43 27743.44 28027.50 1044.24 859.19 169.52 27912.96 185.05 28212.55 As at 31-3-2020 As at 31-3-2019 v crore 2130.13 66.04 4.16 1062.50 3262.83 v crore 1862.20 174.42 2.06 694.77 2733.45 As at 31-3-2020 As at 31-3-2019 v crore 185.35 114.27 0.15 21.76 354.03 675.56 v crore 647.64 84.64 – 20.44 4133.80 4886.52 385 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [14] Current Assets: Financials 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 loan and advances to related parties: Subsidiary companies, considered good [Note 57 & 58 (A)] Joint venture companies, considered good [Note 57&58(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 doubtful loans and advances 386 As at 31-3-2020 As at 31-3-2019 v crore 312.81 0.97 – – v crore v crore v crore 329.22 0.45 311.84 328.77 5.07 5.07 – 176.67 26.56 0.07 515.14 – 914.75 62.27 0.15 1305.94 As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 691.36 671.69 12.51 567.57 54.46 642.18 0.93 48.25 27.11 219.51 246.62 246.62 694.33 730.44 8.07 509.97 12.59 635.44 4.94 53.95 27.11 88.76 115.87 115.87 – 1997.59 – 1955.40 Notes forming part of the Financial Statements (contd.) NOTE [16] Other current assets Contract Assets [Refer Note 41(d)] Particulars As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore Due from customers (construction and project related activity) Retention money including unbilled revenue 31750.52 13238.42 28311.36 11953.54 Advance recoverable other than in cash Government grants receivable Doubtful other loans and advances Less: Provision for doubtful advances 7.00 7.00 44988.94 4601.02 71.65 – 49661.61 7.00 7.00 40264.90 3513.52 89.08 – 43867.50 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 31-3-2020 As at 31-3-2019 Number of shares v crore Number of shares v crore 1,62,50,00,000 325.00 1,62,50,00,000 325.00 1,40,38,92,022 280.78 1,40,27,29,385 280.55 (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 on conversion of foreign currency convertible bonds during 2019-20 2018-19 Number of shares v crore Number of shares v crore 1,40,27,29,385 7,83,249 280.55 1,40,13,69,456 13,59,929 0.16 280.27 0.28 the year 3,79,388 0.07 – – Issued, subscribed and fully paid up equity shares outstanding at the end of the year 1,40,38,92,022 280.78 1,40,27,29,385 280.55 (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. 387 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [17] Equity share capital (contd.) (d) Shareholder holding more than 5% of equity shares: Name of the shareholders As at 31-3-2020 As at 31-3-2019 Number of shares Shareholding % Number of shares Shareholding % Life Insurance Corporation of India 20,91,83,856 14.90 24,66,76,682 L&T Employees Trust 18,55,24,682 13.22 17,21,28,421 17.59 12.27 (e) Shares reserved for issue under options outstanding on un-issued share capital: Particulars As at 31-3-2020 As at 31-3-2019 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 [3] 25,21,389[5] 0.50[1] 28,85,240[5] 0.58[1] 0.675% 5 years & 1 day US$ denominated foreign currency convertible bonds (FCCB) [4] – – 95,20,455[5] 1.90[2] [1] [2] The equity shares will be issued at a premium of R 63.06 crore (previous year: R 71.99 crore) The equity shares will be issued at a premium of R Nil (previous year: R 1214.50 crore) on the exercise of options by the bond holders [3] Note 17(h)(i) for terms of employee stock option schemes [4] Note 19(b) for terms of foreign currency convertible bonds [5] 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, 2020 are 46,67,64,755 (previous period of five years ended March 31, 2019: 46,67,64,755 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, 2020 – Nil (previous period of five years ended March 31, 2019: 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. 388 Notes forming part of the Financial Statements (contd.) NOTE [17] Equity share capital (contd.) ii. The details of the grants under the aforesaid schemes under various series are summarised below: Sr. No. Series reference 1 2 3 4 5 6 7 8 9 Grant price - (R) Grant dates Vesting commences on Options granted and outstanding at the beginning of the year Options lapsed Options granted Options exercised Options granted and outstanding at the end of the year, of which: Options vested Options yet to vest Weighted average remaining contractual life of options (in years) 2000 2002(A) 2002(B) 2003(A) 2003(B) 2006(A) 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2.00 2.00 2.00 2.00 2.00 2.00 7.80 7.80 7.80 7.80 267.10 267.10 1-6-2000 1-6-2001 19-4-2002 19-4-2003 19-4-2002 19-4-2003 23-5-2003 onwards 23-5-2003 onwards 1-7-2007 onwards 23-5-2004 onwards 23-5-2004 onwards 1-7-2008 onwards – – – – – – – 19,800 19,800 – – – – – – – – – – – – 48,375 48,375 – – – – – – – – – – – – 89,325 89,325 – – – – – – – – – – – – 70,767 1,73,309 4,87,892 27,11,931 35,49,464 70,767 13,837 1,05,342 2,64,380 3,51,935 – – 38,700 25,200 6,58,915 6,39,890 52,237 2,34,441 7,31,012 11,25,488 – 1,45,935 1,73,309 23,75,454 27,11,931 – – 49,762 10,750 6,51,653 9,76,795 96,173 1,62,559 17,23,801 17,35,136 Nil Nil Nil Nil Nil Nil Nil Nil 4.63 4.95 4.61 4.15 iii. The number and weighted average exercise price of stock options are as follows: Particulars 2019-20 2018-19 No. of stock options Weighted average exercise price (R) No. of stock options (A) Options granted and outstanding at the beginning of the year 28,85,240 251.52 42,65,623 (B) Options granted (C) Options allotted (D) Options lapsed 6,97,615 7,83,249 2,78,217 252.72 6,65,090 249.81 13,59,929 254.20 6,85,544 (E) Options granted and outstanding at the end of the year 25,21,389 252.09 28,85,240 (F) Options exercisable at the end of the year out of (E) supra 7,01,415 248.70 9,87,545 Weighted average exercise price (R) 223.35 257.28 222.40 139.58 251.52 264.28 iv. Weighted average share price at the date of exercise for stock options exercised during the year is R 1065.30 (previous year: R 1272.80) per share. v. A. In respect of stock options granted pursuant to the Company’s stock options schemes, the fair value of the options is treated as discount and accounted as employee compensation over the vesting period. B. Expense on Employee Stock Option Schemes debited to the Statement of Profit and Loss during 2019-20 is R 49.44 crore (previous year: R 72.47 crore) net of recoveries of R 0.46 crore (previous year: R 1.63 crore) from its group companies towards the stock options granted to deputed employees, pursuant to the employee stock option schemes. The entire amount pertains to equity-settled employee share-based payment plans. 389 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [17] Equity share capital (contd.) vi. During the year, the Company has recovered R 5.54 crore (previous year: R 17.15 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 804.63 (previous year: R 986.95) 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 2019-20 6.23 % 4.12 years 25.40% 2018-19 7.44% 4.09 years 25.73% (D) Weighted average expected dividends over the life of the option R 74.07 per option R 65.41 per option (E) Weighted average share price (F) Weighted average exercise price (G) Method used to determine expected volatility R 1056.34 per option R 1225.00 per option R 252.72 per option R 257.28 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, 2020 is R 99.92 crore (previous year: R 106.91 crore), including R 47.54 crore (previous year: R 52.29 crore) for which the options have been vested to employees as at March 31, 2020. (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 0.49.1 as at March 31, 2020 (as at March 31, 2019 0.24:1). During the year ended March 31, 2020, the Company paid the final dividend of R 18 per equity share for the year ended March 31, 2019 amounting to R 2525.72 crore and dividend distribution tax of R 229.22 crore. During the year ended March 31, 2020, the Company paid the Interim dividend of R 10 per equity share for the year ended March 31, 2020 amounting to R 1403.89 crore. On June 5, 2020, the Board of Directors has recommended the final dividend of R 8 per equity share for the year ended March 31, 2020 subject to approval from shareholders. On approval, the total dividend payment based on number of shares outstanding as at March 31, 2020 is expected to be R 1123.11 crore. 390 Notes forming part of the Financial Statements (contd.) NOTE [18] Other equity Particulars Equity component of foreign currency convertible bonds [5] Capital reserve[1] Capital reserve on business combination[2] Securities premium Employee share options (net) Employee share options outstanding Deferred employee compensation expense Debenture redemption reserve[3] General reserve[4] Retained earnings Foreign currency translation reserve Hedging reserve Cash flow hedging reserve Cost of hedging reserve Debt instruments through Other Comprehensive Income As at 31-3-2020 As at 31-3-2019 v crore v crore v crore – 10.52 (25.77) 8599.60 166.80 (66.88) 177.63 (70.72) 99.92 533.53 25669.50 16957.17 (4.14) (46.83) (14.48) 53.24 4.17 (61.31) 115.55 51894.57 v crore 153.20 10.52 (25.77) 8471.99 106.91 440.26 25507.91 15046.99 5.69 57.41 (7.24) 49767.87 [1] [2] 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)]. [3] Debenture redemption reserve (DRR) : The Ministry of Corporate Affairs vide notification dated August 16, 2019, amended the Companies (Share capital and Debenture) Rules, 2014 by which the Company is no longer required to create DRR towards the debentures issued. Earlier to this amendment, the Company was required to maintain a DRR of 25% of the value of debentures issued, either by a public issue or on a private placement basis and the amounts credited to the DRR was not to be utilised by the Company except to redeem debentures. The above amount represents the DRR created out of profits of the Company prior to the said notification. [4] 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. [5] 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. 391 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [19] 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 31-3-2020 As at 31-3-2019 Redeemable non-convertible fixed rate debentures [Note 19(a)(i) & (ii)] 1380.78 5034.13 6414.91 1380.20 2180.66 3560.86 Redeemable non-convertible inflation linked debentures [Note 19(a)(iii)] Term loan from banks [Note 19(c)] Finance lease – – – 124.11 646.69 – 124.11 646.69 – – – – 120.48 90.67 0.06 120.48 90.67 0.06 1380.78 5804.93 7185.71 1380.20 2391.87 3772.07 19(a) (i) Secured redeemable non-convertible fixed rate debentures (privately placed): Terms of repayment for debentures outstanding as at 31-03-2020 Redeemable at face value at the end of 15 years from the date of allotment or on exercise of call option. The Company has call option to redeem debentures at the end of 10th year from the date of allotment. Redeemable at face value at the end of 14 years from the date of allotment or on exercise of call option. The Company has call option to redeem debentures at the end of 10th year from the date of allotment. Redeemable at face value at the end of 13 years from the date of allotment or on exercise of call option. The Company has call option to redeem debentures at the end of 10th year from the date of allotment. Redeemable at face value at the end of 12 years from the date of allotment or on exercise of call option. The Company has call option to redeem debentures at the end of 10th year from the date of allotment. Redeemable at face value at the end of 11 years from the date of allotment or on exercise of call option. The Company has call option to redeem debentures at the end of 10th year from the date of allotment. Sr. No. Face value per debenture (R) Date of allotment 10,00,000 October 25, 2012 As at 31-3-2020 R crore As at 31-3-2019 R crore Interest for the year 2019-20 301.77 301.66 9.10% p.a. payable annually 10,00,000 October 25, 2012 269.67 269.56 9.10% p.a. payable annually 10,00,000 October 25, 2012 269.72 269.61 9.10% p.a. payable annually 10,00,000 October 25, 2012 269.78 269.66 9.10% p.a. payable annually 10,00,000 October 25, 2012 269.85 269.71 9.10% p.a. payable annually Total 1380.78 1380.20 1 2 3 4 5 392 Notes forming part of the Financial Statements (contd.) NOTE [19] (contd.) Security 13,310 fully paid redeemable non-convertible debentures having face value of R 10,00,000 /- each issued on private placement basis are secured by : i) First pari-passu charge over the assets of the Company with an asset cover of 1.25 times; and ii) Charge on the designated account under the Debenture Trust Deed. 19 (a) (ii) Unsecured redeemable non-convertible fixed rate debentures (privately placed): Sr. No. Face value per debenture (R) Date of allotment As at 31-3-2020 R crore As at 31-3-2019 R crore Interest for the year 2019-20 Terms of repayment for debentures outstanding as on 31-3-2020 1 2 3 4 5 6 7 8 9 Total Less: 1000000 April 10,2012 273.69 273.56 1000000 May 26,2011 322.81 322.71 1000000 May 11,2010 324.35 324.32 1000000 April 13,2010 216.96 216.95 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. 1000000 September 24, 2015 1043.66 1043.12 8.40% p.a. payable annually 1000000 April 18, 2019 1611.87 1000000 May 22, 2019 2136.82 1000000 January 24, 2020 1011.36 1000000 August 19, 2019 1458.36 – – – – 7.87% p.a. payable annually 8.02% p.a. payable annually 6.72% p.a. payable annually 6.77% p.a. payable annually Redeemable at face value at the end of 5th year from the date of allotment. Redeemable at face value at the end of 3rd year from the date of allotment. Redeemable at face value at the end of 3rd year from the date of allotment. Redeemable at face value at the end of 3rd year from the date of allotment. Redeemable at face value at the end of 1st year from the date of allotment. 8400.28 2180.66 3366.15 – Current maturity of long-term borrowings [Note 24] 5034.13 2180.66 Borrowings – non-current [Note 19] 393 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 31-3-2020 R crore As at 31-3-2019 R crore Interest for the year 2019-20 Terms of repayment for debentures outstanding as on 31-3-2020 1000000 May 23,2013 124.11 [1] 120.48[1] 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)} x Face Value] with Floor Rate as 3 % and Cap Rate as 12%. WPI here refers to Wholesale Price Index [1] 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% USD denominated 5 years & 1 day Foreign Currency Convertible Bonds (FCCB) carried at R NIL as at March 31, 2020 (as at March 2019: R 1363.39 crore, represent 200,000 bonds of USD 1000 each). 19(c) Details of term Loans (Unsecured): Sr. No. As at 31-3-2020 R crore As at 31-3-2019 R crore Rate of Interest for the year 2019-20 Terms of repayment of term loan outstanding as at 31-3-2020 1 2 3 4 5 6 7 Total Less: – – – 1382.59 691.28 694.20 – – – – – – 556.02 31.79 58.88 189.33 836.02 189.33 646.69 – USD LIBOR + Spread Repayable on February 28, 2025 31.79 58.88 8.40% p.a. payable monthly Repayable on May 7, 2023 9.00% p.a. payable monthly Repayable on October 19, 2023 – USD LIBOR + Spread Repayable on July 20, 2020 2858.74 2768.07 Current maturity of long-term borrowings [Note 24] 90.67 Borrowings non–current [Note 19] Loans guaranteed by directors - R Nil (previous year: R Nil) 394 Notes forming part of the Financial Statements (contd.) NOTE [19] (contd.) 19(d) Annual disclosure as Large Corporate pursuant to SEBI Circular dated November 26, 2018. Annexure A Sr. No. Particulars Name of the company CIN Details Larsen & Toubro Limited L99999MH1946PLC004768 1 2 3 4 5 1 2 3 4 5 Outstanding borrowing of company as on March 31, 2020, as applicable (in R Cr) (Audited) R 25785.30 crore Highest Credit Rating During the previous financial year along with name of the Credit Rating Agency CRISIL & ICRA AAA (Stable) Name of Stock Exchange in which the fine shall be paid, in case of shortfall in the required borrowing under the framework National Stock Exchange of India Limited Annexure B Sr. No. Particulars Incremental borrowing done in financial year 2019-20 (a) Mandatory borrowing to be done through issuance of debt securities (b) = (25% of a) Actual borrowings done through debt securities in financial year 2019-20 (c) Shortfall in the mandatory borrowing through debt securities, if any (d) = (b) - (c) {If the calculated value is zero or negative, the shortfall considered is “Nil”} Amount R crore 5,900[1] 1475 5900 NIL Reasons for short fall, if any, in mandatory borrowings through debt securities Not applicable [1] Incremental borrowing represents actual long-term borrowing raised by the Company during financial year 2019-20 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 Post-retirement medical benefits plan As at 31-3-2020 As at 31-3-2019 v crore 133.44 – 10.98 35.20 179.62 v crore 6.76 26.63 11.19 37.11 81.69 As at 31-3-2020 As at 31-3-2019 v crore 339.63 271.60 611.23 v crore 308.36 189.26 497.62 395 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [22] Other non-current liabilities Particulars Other Payables (Deferred income on day fair valuation of financial instrument) NOTE [23] Current liabilities: Financial Liabilities - Borrowings As at 31-3-2020 As at 31-3-2019 v crore 0.22 v crore 0.58 Particulars Secured Unsecured Total Secured Unsecured Total As at 31-3-2020 As at 31-3-2019 Loans repayable on demand from banks Short term loan and advances from banks Commercial Paper Loans from related parties: Subsidiary companies Joint venture companies v crore 746.37 41.71 – v crore v crore 7697.54 4702.36 746.37 7739.25 4702.36 v crore 364.76 5.12 – v crore v crore – 3683.55 – 364.76 3688.67 – – – 1796.45 59.68 1796.45 59.68 – – 32.73 – 32.73 – 788.08 14256.03 15044.11 369.88 3716.28 4086.16 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 6041.61 crore as at March 31, 2020 (March 31,2019 : R 6188.63 crore) NOTE [24] Current liabilities: Financial liabilities - Current maturities of long-term borrowings Particulars Unsecured: Redeemable non-convertible fixed rate debentures Term loans from banks 0.675% Foreign currency convertible bonds As at 31-3-2020 As at 31-3-2019 v crore 3366.15 189.33 – 3555.48 v crore – 2768.07 1363.39 4131.46 396 Notes forming part of the Financial Statements (contd.) 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 [1] As at 31-3-2020 As at 31-3-2019 v crore v crore 243.50 v crore v crore 522.49 1071.65 13.04 1183.55 776.49 4.04 1006.51 2268.24 33737.77 36249.51 1787.04 33713.54 36023.07 As at 31-3-2020 As at 31-3-2019 v crore 114.27 458.23 95.11 12.99 1028.49 1709.09 v crore 84.64 237.02 68.17 8.57 1533.33 1931.73 [1] Due to others include due to directors R 29.13 crore (previous year: R 57.00 crore) NOTE [27] Other current liabilities Contract Liabilities Particulars As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore Due to customers (Construction and project related activity) Advances from customers 6277.21 13780.04 6678.88 14593.57 Other Payables 20057.25 700.80 20758.05 21272.45 808.00 22080.45 397 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [28] Current liabilities - provisions Particulars Provision for employee benefits: Gratuity Compensated absences Employee pension scheme Post-retirement medical benefits plan Other Provisions (Ind AS 37 related) 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 and bank guarantees for debt given on behalf of subsidiary companies/ joint venture companies (f) Corporate and bank guarantees for performance given on behalf of subsidiary companies/ joint venture companies (g) Contingent liabilities, incurred in relation to interests in joint operations (h) Share in contingent liabilities of joint operations for which the Company is contingently liable (i) Contingent liabilities in respect of liabilities of other joint operators of joint operations Notes: As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 87.01 621.76 25.64 13.01 103.26 592.75 24.52 7.84 747.42 807.97 1555.39 728.37 755.24 1483.61 As at 31-3-2020 As at 31-3-2019 v crore 3005.42 186.16 164.44 922.89 6130.39 27894.61 7460.44 64.05 5464.89 v crore 2199.74 157.68 218.41 677.83 6189.77 31292.90 7586.12 84.92 7187.07 1. 2. 3. 4. 5. The Company does not expect any reimbursements in respect of the above contingent liabilities. It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (a) to (d) above pending resolution of the arbitration/appellate proceedings. Further, the liability mentioned in (a) to (d) above includes interest except in cases where the Company has determined that the possibility of such levy is remote. In respect of matters at (e), the cash outflows, if any, could generally occur up to eleven 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 four 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. 398 Notes forming part of the Financial Statements (contd.) NOTE [30] Commitments Particulars As at 31-3-2020 As at 31-3-2019 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 & equitpment (ii) Estimated amount of contracts remaining to be executed on Intangible assets (b) Funding committed by way of equity/loans to subsidiary companies Funding committed by way of equity (including investment through (c) purchase of investments from other parties) [1] 758.85 1.79 632.24 3.64 760.64 93.00 – 635.88 845.00 10732.85 [1] The Company had 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 had 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 had also made 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. 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: Lease rentals Profit/(loss) on sale of investment properties Income from services to Group companies Premium earned (net) on related forward exchange contracts Miscellaneous Income 2019-20 2018-19 v crore v crore v crore v crore 78091.00 2065.73 174.82 46.87 1141.31 98.25 78.70 – 62.61 38.59 585.77 77376.85 2098.23 642.08 10.06 808.52 160.16 81617.98 81095.90 126.58 565.60 91.15 26.22 381.97 765.67 82383.65 1191.52 82287.42 399 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [32] Other income Interest income: Particulars 2019-20 2018-19 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) 214.63 405.07 1373.00 12.53 1.76 186.72 419.61 619.70 606.33 1313.98 19.44 178.70 1387.29 503.71 – (30.92) 110.30 217.79 2807.87 1512.12 230.58 (22.60) 28.10 81.36 275.30 2711.19 400 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 Construction materials consumed Purchase of stock-in-trade Stores, spares and tools consumed Sub-contracting charges Changes in inventories of finished goods,work-in-progress and stock-in-trade and property development : 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: Power and fuel Royalty and technical know-how fees Packing and forwarding Engineering, technical and consultancy fees Insurance Rent and hire charges Rates and taxes Travelling and conveyance Repairs to plant and equipment Repairs to buildings General repairs and maintenance Bank guarantee charges Provision/(reversal) for foreseeable losses on construction contracts Other provisions Miscellaneous expenses 2019-20 2018-19 v crore v crore v crore v crore 5537.59 50.60 5764.78 52.24 5486.99 28632.03 855.63 1520.47 22488.74 5712.54 29482.65 906.49 2312.83 21647.74 18.12 308.36 5578.14 5904.62 2.74 291.28 5546.59 5840.61 1700.02 119.51 522.74 898.98 244.33 1948.27 568.57 744.57 67.48 20.87 560.36 223.62 (14.50) 23.58 333.96 2.74 291.28 5546.59 5840.61 6.69 224.34 4483.41 4714.44 (64.01) (1126.17) 1675.98 42.86 435.47 1205.92 234.49 1859.73 527.80 715.24 64.38 21.98 393.61 193.17 35.37 175.23 336.55 7962.36 66882.21 7917.78 66853.86 401 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 Expenses on employees stock option schemes Insurance expenses - medical and others Staff welfare expenses Recoveries on account of deputation 2019-20 v crore 145.87 10.14 69.42 v crore 5294.89 2018-19 v crore v crore 5318.48 120.75 14.11 60.91 225.43 47.40 100.10 584.16 (296.00) 5955.98 195.77 67.73 86.49 547.84 (483.71) 5732.60 [Employee benefits expense includes remuneration paid to employees engaged in CSR activities R 16.36 crore (previous year: R 17.02 crore). Refer to Note 60 for details of CSR expenses.] 2019-20 v crore NOTE [35] Sales, administration and other expenses Particulars Power and fuel Packing and forwarding Professional fees Audit fees Insurance Rent & Hire charges 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[1] Bad debts and advances written off (net of written back) Less: Allowance for doubtful debts and advances written back (48.58) 118.37 Allowance for doubtful debts and advances (net) Exchange (gain)/loss (net) Other provisions Recoveries from subsidiary and associates v crore 55.50 44.68 409.40 5.84 51.15 128.59 117.64 225.97 16.68 274.52 1.72 93.05 54.14 35.48 20.67 0.79 101.51 888.37 (166.95) 597.58 (175.72) 121.70 (194.97) 2707.34 2018-19 v crore 233.76 189.70 v crore 59.18 40.59 339.08 5.76 45.84 294.30 47.03 260.18 18.90 221.63 2.60 99.46 62.29 40.80 18.41 0.40 89.19 585.90 44.06 11.74 (119.38) 58.27 (178.36) 2047.87 [1] Miscellaneous expenses include expenditure incurred on CSR activities R 128.93 crore (previous year: R 104.66 crore). Refer to Note 60 for details of CSR 402 Notes forming part of the Financial Statements (contd.) NOTE [36] Finance costs Particulars Interest expenses Other borrowing costs Exchange loss (attributable to finance costs) 2019-20 v crore 2225.99 7.30 33.27 2266.56 2018-19 v crore 1747.48 3.03 37.11 1787.62 NOTE [37] 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. 2019-20 Note 34- Employee benefits expense Note 35 - Sales, administration and other expenses 2018-19 Total Note 33 - Manufacturing, construction and operating expenses Note 34- Employee benefits expense Note 35 -Sales, administration and other expenses v crore Total – – 100.10 – – – – – – 55.50 44.68 51.15 128.59 117.64 225.97 16.68 274.52 888.37 1755.52 567.42 395.58 2076.86 686.21 970.54 37.55 834.88 1222.33 1675.98 435.47 234.49 1859.73 527.80 715.24 21.98 393.61 336.55 – – 86.49 – – – – – – 59.18 40.59 45.84 294.30 47.03 260.18 18.90 221.63 585.90 1735.16 476.06 366.82 2154.03 574.83 975.42 40.88 615.24 922.45 Note 33 - Manufacturing, construction and operating expenses 1700.02 522.74 244.33 1948.27 568.57 744.57 20.87 560.36 333.96 Sr. No. 1 2 3 4 5 6 7 8 9 Nature of expenses Power and fuel Packing and forwarding Insurance Rent and hire charges Rates and taxes Travelling and conveyance Repairs to buildings General repairs and maintenance Miscellaneous expenses NOTE [38] Disclosure pursuant to Ind AS 103 “Business Combinations”: L&T Shipbuilding Limited (LTSB), a wholly owned subsidiary, is merged with the Company under a scheme of amalgamation approved by National Company Law Tribunal, Chennai on March 10, 2020 and National Company Law Tribunal, Mumbai on April 24, 2020. The merger is effective from the appointed date April 01, 2019. LTSB has a registered office in Chennai, India and is engaged in the business of Shipbuilding and Ship related activities. No fresh shares are issued to effect the merger as LTSB is wholly owned subsidiary of the Company. Further the merger is accounted using pooling of interest method, involving the following: a. b. c. The assets and liabilities of LTSB are reflected at their carrying amounts. No adjustment is made to reflect the fair values, or recognise any new asset or liability. The balance of Retained earnings appearing in the financial statements of LTSB is aggregated with the corresponding balance appearing in the financial statements of the Company. The excess of amount of investment by the Company in LTSB over the share capital of LTSB is treated as Capital reserve in Company’s financial statements and the same is presented separately from other Capital reserves [Refer Note 18]. d. Restating the financials of the Company from April 01, 2018. 403 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [39] Disclosure pursuant to Ind AS 105 “Non-current assets held for sale and discontinued operations”: Group(s) of assets classified as held for sale Liabilities associated with the group(s) of assets classified as held for sale Particulars R crore As at 31-03-2020 2780.37 1367.58 As at 31-03-2019 41.72 – The Company has following non-current assets/disposal group recognised as held for sale as at March 31, 2020: (a) On May 1, 2018, the Company had signed, subject to regulatory approvals, definitive agreements with Schneider Electric for strategic divestment of its Electrical and Automation (E&A) business [refer Note 40 for description of E&A business]. The Competition Commission of India (CCI) accorded on April 18, 2019 its approval (the detailed order was uploaded on its website on June 6, 2019) for acquisition of the Company’s Electrical & Automation (E&A) business by Schneider Electric, subject to fulfilment of certain conditions. As the sale was likely to be completed within the next one year from then, E&A business has been classified as discontinued operation from q1 2019-20 onwards. The Company remains committed to its divestment plan. Based on the progress of the divestment process and its current status, the Company continues to classify its Electrical & Automation (E&A) business as discontinued operations. i. Financial performance related to discontinued operations: Particulars Revenue Expense Profit before tax Income tax Profit after tax ii. Cash flow disclosure with respect to discontinued operations: Cash flow from operating activities Cash flow from investing activities[1] Cash flow from financing activities Particulars 2019-20 4557.34 3691.96 865.38 210.93 654.45 2019-20 560.79 (110.13) – R crore 2018-19 4930.56 4118.16 812.40 269.34 543.06 R crore 2018-19 562.06 (123.13) – Activities related to borrowings and investments of surplus funds have been managed at Corporate and accordingly form part of unallocable corporate assets/liabilities (Refer to Note 40). There are no borrowings or investments specifically allocable to EAIC business. [1] 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. 404 Notes forming part of the Financial Statements (contd.) NOTE [39] Disclosure pursuant to Ind AS 105 “Non-current assets held for sale and discontinued operations” (contd.) iii. Major classes of assets and liabilities classified as held for sale: Particulars R crore As at March 31, 2020 Group of assets classified as held for sale: Property, plant and equipment Capital work-in-progress Intangible assets Intangible assets under development Loans Inventories Trade receivables Cash and bank balances Other assets Total Liabilities related to group of assets classified as held for sale: Trade payables Provisions Other liabilities Total Amount recognised in OCI (cumulative) related to disposal group assets Hedging Reserve (net of tax) [gain/(loss)] Gain/(loss) on remeasurement of the defined benefits plan (net of tax) Above assets and liabilities form part of “Electrical & Automation” segment [refer Note 40]. (b) Assets held for sale also include: 594.72 21.79 173.80 122.25 1.78 763.30 905.29 0.07 196.74 2779.74 937.95 126.53 303.10 1367.58 1.08 (6.18) i. ii. Plant & Equipment of R 0.20 crore situated at Hazira, Gujarat. The asset forms part of “Defence Engineering” segment [refer Note 40]. Building of R 0.43 crore situated at Chennai, Tamil Nadu. The asset forms part of Realty business which is reported under “Others” segment [refer Note 40]. The Company has following non-current asset recognised as held for sale as at March 31, 2019: Equity investment in L&T Technology Services Limited R 41.72 crore. Regulation 38 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 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 was holding 78.88% in its listed subsidiary company L&T Technology Services Limited. In order to comply with the said requirement, the Company planned to divest its investment in the said subsidiary in the open market within twelve months from March 31, 2019. The above investment forms part of the unallocable corporate assets. [refer Note 40]. 405 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [40] Disclosure pursuant to Ind AS 108 “Operating Segment” (a) Information about reportable segment Particulars For the year ended 31-3-2020 Inter-segment External For the year ended 31-3-2019 Total External Inter-segment Total v crore Revenue Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 39(a)(i)] Others Sub-total Less: Revenue of discontinued operations Less: Inter-segment revenue Total Segment result [Profit /(loss) before interest and tax] Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 39(a)(i)] Others Total Result of discontinued operations Inter-segment margins on capital jobs Unallocable corporate income net of expenditure Interest expense Exceptional items Profit before tax Provision for Current tax Provision for Deferred tax Net profit after tax from continuing operations Profit before tax from discontinued operations Tax expense of discontinued operations Net profit after tax from discontinued operations Net profit after tax from continuing operations & discontinued operations 69947.91 2300.06 3197.96 3973.42 4463.78 2964.30 86847.43 4463.78 – 82383.65 341.47 18.40 6.95 5.75 93.56 27.87 494.00 93.56 400.44 – 70289.38 2318.46 3204.91 3979.17 4557.34 2992.17 87341.43 4557.34 400.44 82383.65 4853.15 235.68 565.15 576.65 865.38 367.34 7463.35 (865.38) (44.27) 2071.78 (2266.56) 626.99 6985.91 (1525.60) 564.45 6024.76 865.38 (210.93) 654.45 6679.21 68452.30 3975.77 2477.76 3752.32 4760.96 3629.27 87048.38 4760.96 – 82287.42 456.23 7.32 35.49 97.26 169.60 31.43 797.33 169.60 627.73 – 68908.53 3983.09 2513.25 3849.58 4930.56 3660.70 87845.71 4930.56 627.73 82287.42 5000.11 129.84 486.79 389.03 812.40 1230.27 8048.44 (812.40) (10.11) 2138.80 (1787.62) 1642.35 9219.46 (2409.73) 138.60 6948.33 812.40 (269.34) 543.06 7491.39 v crore Particulars Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation (discontinued operations) [Note 39(a)(iii)] Others Segment Total Unallocable corporate assets/liabilities Inter-segment assets/liabilities Total assets/liabilities Segment assets Segment liabilities As at 31-3-2020 74562.94 5000.45 3255.02 7270.89 2779.74 4160.76 97029.80 45167.17 (640.38) 141556.59 As at 31-3-2019 68926.08 5095.07 2932.34 7792.13 2726.08 3399.31 90871.01 34452.06 (663.34) 124659.73 As at 31-3-2020 48676.59 4381.75 1415.24 4246.42 1367.58 1892.15 61979.73 28041.89 (640.38) 89381.24 As at 31-3-2019 47253.59 4838.09 1528.56 4944.47 1562.30 1530.76 61657.77 13616.88 (663.34) 74611.31 406 Notes forming part of the Financial Statements (contd.) NOTE [40] Disclosure pursuant to Ind AS 108 “Operating Segment” (contd.) Depreciation, amortisation & obsolescence included in segment expense Other non-cash expenses included in segment expense Finance cost included in segment expense Interest income included in segment income v crore Additions to non-current assets For the year ended 31-3-2020 654.68 38.07 46.29 144.46 43.35 For the year ended 31-3-2019 708.05 47.16 44.95 132.94 139.16 For the year ended 31-3-2020 40.31 0.94 1.18 1.40 2.50 For the year ended 31-3-2019 46.40 2.99 2.12 2.59 6.37 For the year ended 31-3-2020 379.58 – – – – For the year ended 31-3-2019 297.87 – – – – For the year ended 31-3-2020 20.08 58.21 – – – For the year ended 31-3-2019 34.29 – – – – For the year ended 31-3-2020 1244.77 97.67 176.76 159.50 201.05 For the year ended 31-3-2019 1137.18 62.96 107.94 219.31 240.35 Particulars Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Discontinued operations] 28.19 955.04 108.82 369.81 Others 2137.55 Total 227.05 Unallocated corporate (82.26) Inter-segment Total 2282.34 Note : There is no impairment in non-financial assets of the segments. Unallocable corporate expenses include impariment loss of R Nil for the year ended March 31,2020 (previous year: R 1929.10 crore) 367.66 2247.41 852.08 (8.64) 3090.85 – 297.87 (297.87) – 379.58 (379.58) 37.27 1109.53 28.53 – 34.29 (34.29) – 78.29 (78.29) 1.41 61.88 12.82 0.66 47.00 2.90 1138.06 1063.86 74.70 49.90 – – – – (b) Geographical information India (i) Foreign countries: United Arab Emirates qatar Kuwait Other countries Total foreign countries (ii) Total (i+ii) Less: Discontinued operations Total India (i) Foreign countries (ii) Total (i+ii) Particulars Particulars v crore Revenue by location of customers For the year ended 31-3-2020 68216.73 For the year ended 31-3-2019 67779.36 3073.72 3559.21 2327.60 9670.17 18630.70 86847.43 4463.78 82383.65 5123.08 3913.10 800.73 9432.11 19269.02 87048.38 4760.96 82287.42 v crore Non-current assets by location of customers As at 31-3-2020 12402.07 304.45 12706.52 As at 31-3-2019 12340.16 364.48 12704.64 407 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [40] 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 five 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. 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 (a) design, development, serial production and through lifesupport of equipment, systems and platforms for Defence and Aerospace sectors and (b) design, construction, and repair/refit of defence 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. • Others segment includes Realty (reported as a separate segment in the previous year which has been reclassified and reported under “Others” segment as the thresholds for reportability have not been met in the current period), Hydrocarbon, marketing and servicing of construction & mining machinery and parts thereof, manufacture and sale of rubber processing machinery. 408 Notes forming part of the Financial Statements (contd.) NOTE [41] Disclosure pursuant to Ind AS 115 “Revenue from Contracts with Customers” (a) Disaggregation of revenue into Operating Segments and Geographical areas i. For the year ended March 31, 2020: Segment Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation (discontinued operations) Others Total Less: Electrical & Automation (discontinued operations) Revenue as per Ind AS 115 Domestic Foreign Total Other Revenue Total as per Profit and Loss/Segment reporting v crore 54911.98 14812.74 69724.72 223.19 1849.87 1735.83 3627.74 3963.15 385.96 1428.48 342.49 493.46 2235.83 3164.31 3970.23 4456.61 64.23 33.65 3.19 7.17 1791.18 1164.55 2955.73 8.57 67879.75 18627.68 86507.43 340.00 3963.15 493.46 4456.61 7.17 69947.91 2300.06 3197.96 3973.42 4463.78 2964.30 86847.43 4463.78 Revenue for continuing operations 63916.60 18134.22 82050.82 332.83 82383.65 ii. For the year ended March 31, 2019: Revenue as per Ind AS 115 Domestic Foreign Total Other Revenue Total as per Profit and Loss/Segment reporting 53180.19 15098.78 68278.97 173.33 68452.30 v crore Segment Infrastructure Power Heavy Engineering Defence Engineering 2585.90 1383.77 3969.67 1256.63 1195.04 2451.67 3420.80 331.52 3752.32 Electrical & Automation 4259.81 482.13 4741.94 Others Total Less: Electrical & Automation (discontinued operations) 2231.20 768.89 3000.09 66934.53 19260.13 86194.66 4259.81 482.13 4741.94 6.10 26.09 – 19.02 629.18 853.72 19.02 3975.77 2477.76 3752.32 4760.96 3629.27 87048.38 4760.96 Revenue for continuing operations 62674.72 18778.00 81452.72 834.70 82287.42 (b) Out of the total revenue recognised under Ind AS 115 during the year, R 78785.01 crore (previous year: R 78223.40 crore) is recognised over a period of time and R 7722.42 crore (previous year: R 7971.27 crore) is recognised at a point in time. 409 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [41] Disclosure pursuant to Ind AS 115 “Revenue from Contracts with Customers” (contd.) (c) Movement in Expected Credit Loss during the year: Provision on Trade receivables covered under Ind AS 115 Provision on Contract assets v crore Particulars Opening balance as at April 1 Impact of Ind AS 115 Changes in loss 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 Less: Balance classified as held for sale Closing balance as at March 31 (d) Contract balances: i. Movement in contract balances during the year. 2019-20 2270.62 – 334.21 32.69 (157.19) 102.05 2378.28 2018-19 2240.91 – 68.72 188.35 (227.36) – 2270.62 2019-20 639.20 – 127.12 – – 0.93 765.39 2018-19 108.55 693.26 (162.61) – – – 639.20 v crore Particulars Opening balance as at April 01 Closing balance as at March 31 Net Increase/(Decrease) 2019-20 2018-19 Contract assets 40264.90 44988.94 4724.04 Contract liabilities 21272.46 20057.25 (1215.21) Net contract balances 18992.44 24931.69 5939.25 Contract assets 37257. 89 40264.90 3007.01 Contract liabilities 19426.80 21272.46 1845.66 Net contract balances 17831.09 18992.44 1161.35 Balances as at March 31, 2020 does not include balances classified as held for sale. i. During the current year, increase in net contract balances is primarily due to higher revenue recognition as compared to progress bills raised. During the previous year, increase in net contract balances is primarily due to higher revenue recognition as compared to progress bills raised and Ind AS 115 transition adjustment. ii. Revenue recognised from opening balance of contract liabilities amounts to R 4689.36 crore (previous year: R 6313.77 crore) iii. Revenue recognised from the performance obligation satisfied (or partially satisfied) upto previous year (arising out of contract modifications) amounts to R 19.25 crore (previous year: R 29.11 crore) (e) Cost to obtain the contract: i. Amortisation in Statement of Profit and Loss: Nil (previous year: Nil) ii. Recognised as contract assets at March 31, 2020: Nil (previous year: Nil) 410 Notes forming part of the Financial Statements (contd.) NOTE [41] 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 at the start of the year[1] Particulars Add: Fresh orders/change orders received (net) Increase due to additional consideration recognised as per contractual terms/(decrease) due to scope reduction-net Increase due to exchange rate movements (net) Less: Orders completed during the year Closing contracted price of orders on hand at the end of the year[1] Total Revenue recognised during the year: a. b. Revenue out of orders completed during the year Revenue out of orders under execution at the end of the year (I) v crore 2019-20 2018-19 541935.92 469236.01 113719.79 109901.49 (23309.98) 3712.25 2015.38 2496.79 39155.88 41713.95 596908.10 541935.92 86507.43 86194.66 8236.06 9139.70 78271.37 77054.96 Revenue recognised upto previous year (from orders pending completion at the end of the year) (II) 265885.42 217974.38 Increase/(Decrease) due to exchange rate movements (net) (III) Balance revenue to be recognised in future viz. Order book (IV) Closing contracted price of orders on hand at the end of the year[1] (I+II+III+IV) Closing contracted price of orders on hand at the end of the year – Continuing operations Closing contracted price of orders on hand at the end of the year – Discontinued operations 1260.01 (109.65) 251491.30 247016.23 596908.10 541935.92 594723.33 2184.77 [1] including full value of partially executed contracts (g) Remaining performance obligations and its expected conversion into revenue: Remaining performance obligation Total Expected conversion in revenue 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 Total 251491.30 89106.26 85065.38 52195.32 17343.83 3951.19 3829.32 Continuing operations Discontinued operations As at March 31, 2020 As at March 31, 2019 250162.34 87947.19 85018.42 52165.14 17320.66 3933.74 3777.19 1328.96 1159.07 46.96 30.18 23.17 17.45 52.13 247016.23 89614.61 89131.73 41302.97 16670.17 5893.87 4402.88 v crore 411 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [42] 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 As at 31-3-2020 As at 31-3-2019 Within twelve months After twelve months Total Within twelve months After twelve months v crore Total Inventories Trade receivables Loans Other financial assets Other current assets 9 11 14 15 16 1521.49 1248.40 2769.90 2283.31 1065.93 3349.24 27352.66 560.30 27912.96 27928.29 284.26 28212.55 515.13 1997.58 0.01 0.01 515.14 1305.94 1997.59 1955.40 – – 1305.94 1955.40 41457.51 8204.10 49661.61 36841.33 7026.17 43867.50 (b) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date: Particulars Note As at 31-3-2020 As at 31-3-2019 Within twelve months After twelve months Total Within twelve months After twelve months v crore Total Trade payables: Due to micro enterprises and small enterprises Due to others Lease Liability Other financial liabilities Other current liabilities Provisions NOTE [43] 323.62 56.26 379.88 193.80 8.16 201.96 34823.16 1426.35 36249.51 35235.94 787.13 36023.07 81.69 1690.15 50.58 18.94 132.27 – – – 1709.09 1909.06 22.67 1931.73 16060.48 4697.57 20758.05 17601.62 4478.83 22080.45 1375.38 180.01 1555.39 1332.10 151.51 1483.61 25 26 27 28 Disclosure pursuant to Ind AS 7 “Statement of Cash Flows” - Changes in liabilities arising from financing activities: Particulars Sr. No. 1 2 3 4 5 6 Balance as at 1-4-2018 Changes from financing cash flows The effect of changes in foreign exchange rates Interest accrued Other changes (transfer within categories) Balance as at 31-3-2019 Non-current borrowings (Note 19) Current borrowings (Note 23) 6875.00 789.41 – 5.01 4569.45 (616.54) 133.01 0.24 (3897.35) – 3772.07 4086.16 Current maturities of long term borrowings (Note 24) 936.27 (974.33) 226.64 45.53 3897.35 4131.46 Lease liability v crore Total NA 12380.72 (801.46) 359.65 50.78 – 11989.69 412 Notes forming part of the Financial Statements (contd.) NOTE [43] Disclosure pursuant to Ind AS 7 “Statement of Cash Flows” - Changes in liabilities arising from financing activities: (contd.) Particulars Sr. No. Non-current borrowings (Note 19) Current borrowings (Note 23) Current maturities of long term borrowings (Note 24) Lease liability v crore Total 7 8 9 10 11 12 13 14 Lease liability recognised on Ind AS 116 transition (refer Note 54) Additions to lease liability (0.07) – – – – – 125.70 98.70 125.63 98.70 Changes from financing cash flows 6617.46 10804.33 (4209.10) (67.95) 13144.74 The effect of changes in foreign exchange rates Interest accrued Other changes (transfer within categories) Conversion into equity Balance as at 31-3-2020 22.52 146.20 137.79 15.83 (3372.47) – – – 130.00 185.46 3372.47 (54.81) – – – – 290.31 347.49 – (54.81) 7185.71 15044.11 3555.48 156.45 25941.75 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) Repayments of lease liability Total changes from financing cash flows (refer to Sr. No. 9 & 2 supra) v crore 2019-20 2018-19 6617.46 789.41 (4209.10) (974.33) 10804.33 (616.54) (67.95) – 13144.74 (801.46) 413 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) [NOTE 44] Disclosure pursuant to Ind AS 12 “Income Taxes” (a) Major components of tax expense/(income): Sr. No. 1. Profit or Loss section (i) Current Income tax: Particulars 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 (MAT) 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 Income tax expense reported in Profit or Loss [(i)+(ii)] Income tax expense is attributable to: Profit from continuing operations Profit from discontinued operations 2. 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 (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 hedge reserve On gain/(loss) fair value of debt securities On foreign currency translation of joint operations Income tax expense reported in the OCI section [(i)+(ii)] 3. Retained earnings: Deferred tax Income tax expense/(income) reported in retained earnings 414 v crore 2019-20 2018-19 1756.13 2460.08 (60.68) 227.14 (145.33) 230.23 (787.94) 179.67 1172.08 83.75 (230.23) (0.27) – 2540.47 961.15 210.93 2271.13 269.34 1,172.08 2,540.47 (43.81) (43.81) (10.94) (10.94) 36.29 – (76.46) 0.49 36.29 (75.97) (83.89) (7.11) 34.28 (4.45) (61.17) (68.69) 45.87 8.87 (16.68) 2.76 40.82 (46.09) (1.86) (1.86) (335.11) (335.11) Notes forming part of the Financial Statements (contd.) [NOTE 44] Disclosure pursuant to Ind AS 12 “Income Taxes” (contd.) (b) Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate applicable in India: Sr. No. (1) Profit before tax from: Continuing Operations Discontinued Operations Particulars (2) (3) (4) Corporate tax rate as per Income tax Act, 1961 Tax on accounting profit (3)=(1)*(2) (i) Tax on Income exempt from tax : (A) Dividend income (B) Long-term capital gains exempt from tax (C) Interest on tax free bonds (ii) Tax on expenses not tax deductible: (A) CSR expenses (B) Expenses in relation to exempt income (C) Tax on employee perquisites borne by the Company v crore 2019-20 2018-19 6985.91 865.38 9219.46 812.40 7851.29 10031.86 25.17% 1976.01 34.94% 3505.53 (347.18) (121.27) (1.04) (523.73) (978.42) (2.50) 36.57 36.42 2.08 42.52 28.35 1.52 (iii) Weighted deductions on R&D expenditure and deduction u/s 80IA – (147.05) (iv) Effect of previously unrecognised tax losses used to reduce deferred tax expense (787.94) (0.27) (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/business loss on which no deferred tax asset 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 asset is recognised (xi) Tax effect on various other items (xii) Reversal of MAT credit entitlement Total effect of tax adjustments [(i) to (xii)] (5) (6) Tax expense recognised during the year (5)=(3)+(4) Effective tax Rate (6)=(5)/(1) – 685.62 179.67 – – (123.61) (60.68) 227.14 – (477.86) 3.87 25.34 230.23 (803.93) 1172.08 14.93% 37.68 18.33 – (965.08) 2540.47 25.32% The Company has opted to pay the tax under section 115BAA of the Income Tax Act,1961. Accordingly; (I) the provision for current and deferred tax has been determined at the rate of 25.17%, (II) the deferred tax assets and deferred tax liabilities as at April 1, 2019 have been restated at the rate of 25.17% and (III) the unutilised credit for minimum alternate tax as at April 1, 2019 has been written-off. 415 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) [NOTE 44] 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 Sr. No. Particulars Business loss and unabsorbed depreciation As at 31-3-2020 As at 31-3-2019 Base Amount (v crore) Deferred Tax (v crore) Expiry date Base Amount (v crore) Deferred Tax (v crore) Expiry date - Amount of losses having expiry 2028.43 510.52 FY 2021-28 2033.64 710.63 FY 2020-28 - Amount of losses having no expiry Capital loss Total 981.38 246.99 – – 3009.81 757.51 981.38 3355.81 6370.83 342.93 614.38 FY 2025-27 1667.94 (ii) Unrecognised deductible temporary differences for which no deferred tax asset (DTA) is recognised in Balance Sheet v crore Particulars As at 31-3-2020 As at 31-3-2019 Base Amount Deferred Tax Base Amount Deferred Tax Sr. No. 1. 2. 3. Deductible temporary differences towards provision for diminution in value of investments on which DTA not created Temporary differences arising out of revaluation of tax base of assets (on account of indexation benefit) Other items giving rise to temporary differences Total 2966.98 686.82 3017.55 705.59 6541.94 78.08 9587.00 1496.80 19.65 2203.27 5813.32 78.08 8908.95 1354.27 27.29 2087.15 v crore (d) Components of deferred tax (assets) and liabilities recognised in the Balance Sheet and Statement of Profit and loss Sr. No. 1. 2. 3. 4. 5. 6. 7. 8. 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 Deferred tax on capital losses Other temporary differences Deferred tax expense/(income) Balance Sheet Statement of Profit or Loss As at 31-3-2020 As at 31-3-2019 2019-20 2018-19 124.73 155.57 (243.05) (257.89) (877.60) (1048.46) (30.84) 14.84 170.65 406.52 (44.97) 507.75 (101.23) 46.03 – 19.10 (49.31) 58.27 (11.52) – – (230.23) 230.23 (230.23) (787.94) – (787.94) (5.89) (14.63) (19.08) (523.37) – 66.94 (146.75) Net deferred tax (assets)/liabilities (1428.20) (841.86) 416 Notes forming part of the Financial Statements (contd.) [NOTE 44] Disclosure pursuant to Ind AS 12 “Income Taxes” (contd.) (e) Reconciliation of deferred tax (assets)/liabilities Sr. No. 1. 2. 3. Particulars Opening Balance as at April 1 Tax (income)/expense recognised in opening Retained earnings Tax (income)/expense during the period recognised in: (i) Statement of Profit and Loss in Profit or Loss section (ii) Statement of Profit and Loss under OCI section (iii) Hedge reserve (other than through OCI) Closing balance as at March 31 v crore 2019-20 2018-19 (841.86) (1.86) (400.62) (335.11) (523.37) (146.75) (61.17) 0.06 40.82 (0.20) (1428.20) (841.86) NOTE [45] Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 “Employee Benefits” i Defined contribution plans: [Note [1](k)(ii)(A)]: Amount of R 81.68 crore (previous year: R 89.98 crore) is recognised as an expense. Out of which R 6.54 crore (previous year: R 6.31 crore) pertains to discontinued operations. ii Defined benefit plans:[Note [1](k)(ii)(B)]: a) The amount recognised in Balance Sheet are as follows: Particulars Gratuity plan Post-retirement medical benefit plan Company pension plan Trust-managed provident fund plan As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 v crore A) Present value of defined benefit obligation -Wholly funded -Wholly unfunded Less: Fair value of plan assets Amount to be recognised as liability/(asset) B) Amounts reflected in the Balance Sheet 618.49 87.71 706.20 511.12 195.08 497.14 103.26 600.40 433.39 167.02 – 297.18 297.18 – – 197.10 197.10 – – 365.27 365.27 – – 2802.92 2503.86 332.88 – – 332.88 2802.92 2503.86 – 2968.51 2516.99 297.18 197.10 365.27 332.88 (165.59) (13.13) Liabilities Assets Net liability/(asset) Net liability/(asset)-current Net liability/(asset)-Non current Net liability/(asset) classified as Held for sale 194.38 167.02 284.60 197.10 365.27 332.88 25.55 27.10 – 194.38 194.38 – 0.70 – 167.02 167.02 – – – – – – – – 284.60 197.10 365.27 332.88 25.55 27.10 13.01 7.84 25.64 24.52 25.55 [1] 27.10 [1] 271.60 189.26 339.63 308.36 12.57 – – – – – – – [1] Employer’s and employees’ contribution due towards Provident Fund. 417 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [45] Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 “Employee Benefits”: (contd.) b) The amounts recognised in Statement of Profit and Loss are as follows: Particulars 1 2 3 4 5 6 7 8 i ii iii iv 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 Amount capitalised out of the above/ recovered from S&A Total (1 to 8) Amount included in “Employee benefits expense” Amount included as part of “Finance cost” Amount included as part of “Other Comprehensive Income” Amount included in “Profit from discontinued operations” Total (i+ii+iii+iv) Actual return on plan assets Gratuity plan Post-retirement medical benefit plan Company pension plan 2019-20 73.66 34.39 (31.41) 79.87 2018-19 65.00 31.62 (28.80) 19.48 2019-20 10.87 14.45 – 86.60 2018-19 9.76 13.46 – 6.13 2019-20 3.42 23.98 – 27.25 2018-19 3.03 23.99 – 3.48 Trust-managed provident fund plan 2019-20 71.76 215.97 (215.97) – 2018-19 67.16 194.14 (194.14) – v crore (19.12) 0.17 2.29 – – – – – – (0.10) 137.46 69.42 3.01 (0.07) 89.52 (0.03) 111.89 60.91 2.89 9.97 14.45 – – – (0.01) 29.34 8.92 13.46 – – – – 54.65 3.42 23.98 – 0.64 (134.52) – (2.84) – – 134.52 2.84 – 31.14 3.67 23.99 – 71.76 64.83 – – 67.16 61.04 – 60.75 21.70 86.60 6.13 27.25 3.48 – – 4.28 137.46 50.48 4.02 89.52 26.47 0.87 111.89 – 0.83 29.34 – – 54.65 – – 31.14 – 6.93 71.76 350.49 6.12 67.16 196.98 c) The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows: 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 losses/(gains) i) Actuarial (gains)/losses arising from changes in demographic assumptions ii) Actuarial (gains)/losses arising from changes in financial assumptions iii) Actuarial (gains)/losses arising from changes in experience adjustments Less: Benefit paid Add: Past service cost Add/(less): Translation adjustments Closing balance of the present value of defined benefit obligation Gratuity plan As at 31-3-2020 As at 31-3-2019 Post-retirement medical benefit plan As at 31-3-2020 As at 31-3-2019 Company pension plan v crore Trust-managed provident fund plan As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 600.40 73.66 34.39 539.00 65.00 31.62 – – – – 197.10 10.87 14.45 – – – 178.83 9.76 13.46 – – – 332.88 3.42 23.98 – – – 323.70 3.03 23.99 – – – 2503.86 71.76 215.97 – 210.83 51.00 2270.10 67.16 194.14 – 190.97 45.57 (7.54) 3.43 6.11 (4.62) (0.04) (15.00) 74.56 6.05 32.29 5.40 23.97 6.51 – – – – 12.85 (88.31) 0.17 6.02 10.00 (57.81) – 3.11 48.20 (11.84) – – 5.35 (11.09) – – 3.32 (22.26) – – 11.97 (21.95) 0.64 – – (251.08) – 0.58 – (265.05) – 0.97 706.20 600.40 297.17 197.10 365.27 332.88 2802.92 2503.86 418 Notes forming part of the Financial Statements (contd.) NOTE [45] Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 “Employee Benefits”: (contd.) d) Changes in the fair value of plan assets representing reconciliation of the opening and closing balances thereof are as follows: Particulars Opening balance of the fair value of the plan assets Add: Interest income on plan assets [1] 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 Less: Benefits paid Closing balance of the plan assets Gratuity plan As at 31-3-2020 As at 31-3-2019 433.39 31.41 – 19.12 62.22 0.09 – (35.11) 511.12 400.72 28.80 – (2.29) 45.05 – – (38.89) 433.39 v crore Trust-managed provident fund plan As at 31-3-2020 As at 31-3-2019 2516.99 2287.82 215.97 194.14 – 134.52 76.99 51.00 224.11 (251.08) 2968.51 – 2.84 64.57 45.57 187.10 (265.05) 2516.99 [1] 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 103.05 crore (previous year: R 60.97 crore) towards its gratuity plan and R 79.24 crore (previous year: R 73.88 crore) towards its trust-managed provident fund plan during the year 2020-21. e) The fair values of major categories of plan assets are as follows: Particulars As at 31-3-2020 As at 31-3-2019 Gratuity plan Cash and cash equivalents Equity instruments Debt instruments - Corporate Bonds Debt instruments - Central government Bonds Debt instruments - State government Bonds Debt instruments - PSU Bonds Mutual funds - Equity Mutual funds - Debt Mutual funds - Others Insurer managed funds Fixed Deposits Special Deposit Scheme Other (Payables)/Receivables Closing balance of the plan assets Quoted – 10.24 229.45 140.89 90.66 8.74 11.62 – 0.25 – – – – 491.85 Unquoted 2.05 – – – – – 9.35 – 2.62 0.82 3.00 1.49 (0.09) 19.24 Total 2.05 10.24 229.45 140.89 90.66 8.74 20.97 – 2.87 0.82 3.00 1.49 (0.09) 511.09 Quoted – 15.81 172.10 132.95 77.63 8.41 6.90 – – – – – – 413.80 Unquoted 0.61 – – – – – 9.88 4.75 – 0.85 1.85 1.49 0.16 19.59 v crore Total 0.61 15.81 172.10 132.95 77.63 8.41 16.78 4.75 – 0.85 1.85 1.49 0.16 433.39 419 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [45] Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 “Employee Benefits”: (contd.) Particulars As at 31-3-2020 As at 31-3-2019 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 Fixed Deposits Special Deposit Scheme Other (Payables)/Receivables Closing balance of the plan assets Quoted – 11.84 841.07 646.52 717.25 454.38 44.77 – 6.48 – – 0.01 2722.32 Unquoted 17.12 – – – – – 40.65 – – – 188.43 – 246.20 Total 17.12 11.84 841.07 646.52 717.25 454.38 85.42 – 6.48 – 188.43 0.01 2968.52 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 v crore 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 f) The average duration of the defined benefit plan obligations at the end of the reporting period is as follows: Plans As at 31-3-2020 As at 31-3-2019 1) Gratuity plan 2) Post-retirement medical benefit plan 3) Company pension plan 7.24 13.88 7.78 6.17 13.86 7.67 g) Principal actuarial assumptions at the Balance Sheet date (expressed as weighted averages): Particulars As at 31-3-2020 As at 31-3-2019 i) Discount rate: a) Gratuity plan b) Company pension plan c) Post-retirement medical benefit plan ii) Annual increase in healthcare costs (refer note vii infra) iii) Salary growth rate: a) Gratuity plan b) Company pension plan iv) Attrition Rate: 6.63% 6.63% 6.63% 5.00% 6.00% 8.00% 7.48% 7.48% 7.48% 5.00% 5.00% 7.00% a) For gratuity plan the attrition rate varies from 1% to 11% (previous year: 1% to 12%) for various age groups. b) c) For Company pension plan, the attrition rate varies from 0% to 2% (previous year: 0% to 2%) for various age groups. For post-retirement medical benefit plan, the attrition rate varies from 1% to 11% (previous year: 1% to 11%) 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. 420 Notes forming part of the Financial Statements (contd.) NOTE [45] Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 “Employee Benefits”: (contd.) 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 infra, 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 2019-20 2018-19 2019-20 2018-19 47.34 (41.58) 32.77 (28.82) (42.19) 47.47 (29.71) 32.27 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 2019-20 (27.14) 2018-19 (24.05) 2019-20 2018-19 31.28 27.66 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 h) Characteristics of defined benefit plans and associated risks: 1 Gratuity plan: Effect of 1% increase Effect of 1% decrease 2019-20 2018-19 2019-20 2018-19 20.59 (37.38) 19.99 (24.76) (16.91) 47.25 (16.44) 30.96 v crore 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 included amounts payable in respect of the Company’s foreign operations which result in gratuity payable to employees engaged as per local laws of country of operation. 2 Post-retirement medical care plan: The Post-retirement medical benefit plan provides for reimbursement of health care costs to certain categories of employees post their retirement. The reimbursement is subject to an overall ceiling sanctioned based on cadre of the employee at the time of retirement. The plan is unfunded. Employees do not contribute to the plan. 421 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [45] Disclosure pursuant to Indian Accounting Standard (Ind AS) 19 “Employee Benefits”: (contd.) 3 Company’s pension plan: In addition to contribution to state-managed pension plan (EPS scheme), the Company operates a post retirement pension scheme, which is discretionary in nature for certain cadres of employees. The quantum of pension depends on the cadre of the employee at the time of retirement. The plan is unfunded. Employees do not contribute to the plan. 4 Trust managed provident fund plan: The Company manages provident fund plan through a provident fund trust for its employees which is permitted under The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952. The plan mandates contribution by employer at a fixed percentage of employee’s salary. Employees also contribute to the plan at a fixed percentage of their salary as a minimum contribution and additional sums at their discretion. The plan guarantees interest at the rate notified by Employees’ Provident Fund Organisation. The contribution by employer and employee together with interest are payable at the time of separation from service or retirement whichever is earlier. The benefit under this plan vests immediately on rendering of service. The interest payment obligation of trust-managed provident fund is assumed to be adequately covered by the interest income on long-term investments of the fund. Any shortfall in the interest income over the interest obligation is recognised immediately in the Statement of Profit and Loss as actuarial loss. Any loss/gain arising out of the investment risk and actuarial risk associated with the plan is also recognised as expense or income in the period in which such loss/ gain occurs. All the above defined benefit plans expose the Company to general actuarial risks such as interest rate risk and market (investment) risk. NOTE [46] 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 119.68 crore (previous year: R 200.57 crore). NOTE [47] Disclosure of related parties/related party transactions pursuant to Ind AS 24 “ Related Party Disclosures” (a) List of related parties over which control exist and status of transactions entered during the year: Sr No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Name of the Subsidiary Company Nature of relationship L&T Construction Equipment Limited L&T Construction Machinery Limited Bhilai Power Supply Company Limited L&T Electricals and Automation Limited Kesun Iron and Steel Company Private Limited L&T Power Limited L&T Aviation Services Private Limited L&T Capital Company Limited L&T Infra Contractors Private Limited Larsen & Toubro International FZE Larsen & Toubro (East Asia) SDN. BHD. L&T Global Holdings Limited L&T Cassidian Limited [4] Larsen & Toubro Heavy Engineering LLC Wholly owned subsidiary [WOS] WOS Subsidiary WOS Subsidiary Subsidiary WOS WOS WOS of L&T Capital Limited WOS of L&T Global Holdings Limited Subsidiary WOS WOS Subsidiary of Larsen & Toubro International FZE Transaction entered during the year (Yes/ No) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes No Yes 422 Notes forming part of the Financial Statements (contd.) NOTE [47] (a) List of related parties over which control exist and status of transactions entered during the year: (contd.) Sr No. 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 49 50 51 52 53 54 Name of the Subsidiary Company Nature of relationship L&T Hydrocarbon Engineering Limited L&T Modular Fabrication Yard LLC L&T Overseas Projects Nigeria Limited PT Larsen & Toubro Hydrocarbon Engineering Indonesia Larsen & Toubro Kuwait Construction General Contracting WOS Subsidiary of Larsen & Toubro International FZE WOS of Larsen & Toubro International FZE Subsidiary of Larsen & Toubro International FZE Subsidiary of Larsen & Toubro International FZE Company WLL Larsen Toubro Arabia LLC L&T Hydrocarbon Saudi Company (formerly known as Subsidiary Subsidiary of L&T Hydrocarbon Engineering Limited Larsen & Toubro ATCO Saudi LLC) Larsen & Toubro Electromech LLC L&T Gulf Private Limited [5] 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 Larsen & Toubro (Oman) LLC Larsen & Toubro qatar LLC [7] Larsen & Toubro (Saudi Arabia) LLC Larsen & Toubro T&D SA (Proprietary) Limited L&T Seawoods Limited L&T Asian Realty Project LLP L&T Parel Project LLP Chennai Vision Developers Private Limited L&T Vision Ventures Limited L&T Westend Project LLP LTR SSM Private Limited [4] L&T Valves Limited L&T Valves Arabia Manufacturing LLC [15] L&T Valves USA LLC [10] L&T Finance Holdings Limited L&T Housing Finance Limited L&T Finance Limited L&T Capital Markets Limited L&T Investment Management Limited L&T Mutual Fund Trustee Limited L&T Infrastructure Finance Company Limited L&T Infra Debt Fund Limited L&T Infra Investment Partners Advisory Private Limited L&T Infra Investment Partners Trustee Private Limited L&T Financial Consultants Limited Mudit Cement Private Limited Subsidiary WOS of L&T Hydrocarbon Engineering Limited WOS Subsidiary WOS of L&T Geostructure LLP WOS of L&T Geostructure LLP WOS Subsidiary of Larsen & Toubro International FZE Subsidiary of Larsen & Toubro International FZE Subsidiary Subsidiary of Larsen & Toubro International FZE WOS Subsidiary of L&T Realty Limited Subsidiary of L&T Realty Limited WOS of L&T Realty Limited Subsidiary of L&T Realty Limited Subsidiary of L&T Realty Limited Subsidiary WOS WOS of L&T Valves Limited WOS of L&T Valves Limited Subsidiary WOS of L&T Finance Holdings Limited WOS of L&T Finance Holdings Limited WOS of L&T Finance Holding Limited WOS of L&T Finance Holdings Limited WOS of L&T Finance Holdings Limited WOS of L&T Finance Holdings Limited WOS of L&T Infrastructure Finance Company Limited WOS of L&T Infrastructure Finance Company Limited WOS of L&T Infrastructure Finance Company Limited WOS of L&T Finance Holdings Limited WOS of L&T Financial Consultants Limited Transaction entered during the year (Yes/ No) Yes Yes No No Yes Yes No No Yes Yes Yes No No Yes Yes No Yes Yes Yes Yes Yes Yes Yes No Yes Yes No No Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes 423 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (a) List of related parties over which control exist and status of transactions entered during the year: (contd.) Sr No. 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 95 Name of the Subsidiary Company Nature of relationship L&T Infra Investment Partners L&T Capital Market (Middle East) Limited Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Thales Technology Services Private Limited Esencia Technologies India Private Limited Syncordis Software Services India Private Limited Larsen & Toubro Infotech LLC Larsen & Toubro Infotech, GmbH Larsen & Toubro Infotech Canada Limited Larsen & Toubro LLC L&T Infotech Financial Services Technologies Inc. Larsen & Toubro Infotech South Africa (PTY) Limited L&T Information Technology Services (Shanghai) Co. Limited Subsidiary of L&T Infrastructure Finance Company Limited WOS of L&T Finance Holdings Limited Subsidiary Subsidiary Subsidiary of L&T Technology Services Limited Subsidiary of Esencia USA Subsidiary of L&T Infotech Limited WOS of Larsen & Toubro Infotech Limited WOS of Larsen & Toubro Infotech Limited WOS of Larsen & Toubro Infotech Limited Subsidiary WOS of Larsen & Toubro Infotech Limited Subsidiary of Larsen & Toubro Infotech Limited WOS of Larsen & Toubro Infotech Limited L&T Technology Services LLC L&T Information Technology Spain SL Esencia Technologies Inc L&T Infotech S. DE R.L. DE C.V. Larsen & Toubro Infotech Norge AS Syncordis S.A. Syncordis SARL Syncordis Limited Syncordis PSF S.A. (formerly known as Syncordis Support WOS of L&T Technology Services Limited WOS of Larsen & Toubro Infotech Limited Subsidiary of L&T Technology Services LLC Subsidiary of L&T Infotech Limited WOS of Larsen and Toubro Infotech Limited WOS of Larsen and Toubro Infotech Gmbh WOS of Syncordis S.A. WOS of Syncordis S.A. WOS of Syncordis S.A. Services S.A.) Graphene Semiconductor Services Private Limited Graphene Solutions PTE Ltd. Graphene Solutions SDN. BHD. Graphene Solutions Taiwan Limited Seastar Labs Private Limited Nielsen+Partners Germany Nielsen+Partners Switzerland Nielsen+Partners Singapore Nielsen+Partners Luxembourg Nielsen+Partners Thailand Nielsen+Partners Australia Ruletronics Limited Ruletronics Systems Inc. Ruletronics Systems Private Limited [15] Mindtree Limited [1] Mindtree Software (Shanghai) Co. Limited [14] Bluefin Solutions SDN. BHD. [14] Lymbyc Solutions Inc. [11] WOS of L&T Technology Services Limited WOS of Graphene Semiconductor Services Private Limited WOS of Graphene Semiconductor Services Private Limited WOS of Graphene Semiconductor Services Private Limited WOS of Graphene Semiconductor Services Private Limited WOS 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 Larsen and Toubro Infotech Limited Subsidiary WOS of Mindtree Limited WOS of Mindtree Limited WOS of Lymbyc Solutions Private Limited Transaction entered during the year (Yes/ No) No No Yes Yes Yes Yes Yes No No No No No No No Yes No No No No No No No Yes No No No No Yes No No No No No No No No Yes Yes No 424 Notes forming part of the Financial Statements (contd.) NOTE [47] (a) List of related parties over which control exist and status of transactions entered during the year: (contd.) Sr No. 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 Name of the Subsidiary Company Nature of relationship Lymbyc Solutions Private Limited [2] Powerup Cloud Technologies Private Limited [3] L&T Technology Services (Shanghai) Co. Limited [12] L&T Technology Services (Canada) Limited [13] L&T Power Development Limited L&T Uttaranchal Hydropower Limited L&T Arunachal Hydropower Limited L&T Himachal Hydropower Limited Nabha Power Limited L&T Metro Rail (Hyderabad) Limited Sahibganj Ganges Bridge-Company Private Limited [4] Thalest Limited Servowatch Systems Limited L&T Electricals & Automation Saudi Arabia Company LLC Tamco Switchgear (Malaysia) SDN. BHD. Henikwon Corporation SDN. BHD. Tamco Electrical Industries Australia Pty Limited PT Tamco Indonesia L&T Electrical & Automation FZE Kana Controls General Trading & Contracting Company W.L.L. WOS of Larsen and Toubro Infotech Limited WOS of Larsen and Toubro Infotech Limited WOS of L&T Technology Services Limited WOS of L&T Technology Services LLC WOS WOS of L&T Power Development Limited WOS of L&T Power Development Limited WOS of L&T Power Development Limited WOS of L&T Power Development Limited Subsidiary WOS of L&T Capital Limited WOS of Larsen & Toubro International FZE WOS of Thalest Limited Subsidiary of Larsen & Toubro International FZE WOS of Larsen & Toubro International FZE WOS of Tamco Switchgear (Malaysia) SDN. BHD WOS of Larsen & Toubro International FZE Subsidiary of Larsen & Toubro International FZE WOS of Larsen & Toubro International FZE Subsidiary of L&T Electrical & Automation FZE L&T Hydrocarbon International FZE L&T Realty Limited [6] Larsen & Toubro Infotech Austria GmbH [8] L&T Realty FZE [9] Larsen & Toubro Hydrocarbon International Limited LLC [16] Bluefin Solutions Inc. USA [17] Bluefin Solutions Pte Limited [18] WOS of L&T Hydrocarbon Engineering Limited WOS WOS of Larsen & Toubro Infotech Limited WOS of L&T Realty Limited Subsidiary WOS of Mindtree Limited WOS of Mindtree Limited In process of liquidation [1] The Company has acquired stake on July 2, 2019 [2] The Company through its subsidiary has acquired stake on August 29, 2019 [3] The Company through its subsidiary has acquired stake on October 25, 2019 [4] The Company is in process of being struck off from the register of companies. [5] The Company is reclassified as subsidiary w.e.f. November 20, 2019 [6] Merged with L&T Construction Equipment Limited w.e.f. April 1, 2018 [7] [8] Liquidated on August 20, 2019 [9] Liquidated on January 27, 2020 [10] Incorporated on May 28, 2019 [11] The Company through its subsidiary has acquired stake on August 29, 2019 [12] Incorporated on August 6, 2019 [13] Incorporated on August 20, 2019 [14] The Company through its subsidiary has acquired stake on July 2, 2019 [15] Incorporated on May 30, 2019 [16] Liquidated as on May 16, 2020 [17] Liquidated on December 17, 2019. The Company through its subsidiary had acquired stake on July 2, 2019 [18] Liquidated on March 20, 2020. The Company through its subsidiary had acquired stake on July 2, 2019 Transaction entered during the year (Yes/ No) No No No Yes Yes Yes Yes Yes Yes No No Yes Yes Yes No No Yes Yes No No Yes No No No No No 425 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) (b) (i) Name of associate companies with whom transactions were carried out during the year: Sr. No Associate Companies 1 2 3 L&T-Chiyoda Limited L&T Camp Facilities LLC Magtorq Private Limited (ii) Names of joint venture companies with whom transactions were carried out during the year: Sr. No. 1 3 5 Joint Venture Companies L&T-MHPS Boilers Private Limited L&T Howden Private Limited L&T Special Steels and Heavy Forgings Private Sr. No. 2 4 6 Joint Venture Companies L&T-MHPS Turbine Generators Private Limited L&T-Sargent & Lundy Limited L&T MBDA Missile Systems Limited Limited L&T Sapura Offshore Private Limited L&T-Gulf Private Limited [1] L&T Rajkot-Vadinar Tollway Limited L&T Samakhiali Gandhidham Tollway Limited Krishnagiri Walajahpet Tollway Limited [3] Krishnagiri Thopur Toll Road Limited [3] Beawar Pali Pindwara Tollway Limited [3] Panipat Elevated Corridor Limited L&T Transportation Infrastructure Limited Ahmedabad-Maliya Tollway Limited L&T Kobelco Machinery Private Limited [2] L&T Hydrocarbon Caspian LLC PNG Tollway Limited 7 9 11 13 15 17 19 21 23 25 27 29 31 8 10 12 14 16 18 20 22 24 26 28 30 L&T Sapura Shipping Private Limited L&T Infrastructure Development Projects Limited L&T Deccan Tollways Limited Kudgi Transmission Limited Devihalli Hassan Tollway Limited [3] Western Andhra Tollways Limited [3] L&T Sambalpur-Rourkela Tollway limited Vadodara Bharuch Tollway Limited L&T Interstate Road Corridor Limited L&T Halol-Shamlaji Tollway Limited Raykal Aluminium Company Private Limited L&T Chennai-Tada Tollway Limited [1] Re-classified as subsidiary w.e.f. November 20, 2019 due to purchase of additional stake [2] The Company has sold its stake on April 17, 2019 [3] The Company has sold its stake on May 4, 2018 (iii) Name of post-employment benefit plans with whom transactions were carried out during the year Sr. No 1 2 3 4 5 Provident Fund Trust 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 3 Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund L&T Shipbuilding Limited Employees Group Gratuity Assurance Scheme Superannuation Trust Larsen & Toubro Limited Senior Officers’ Superannuation Scheme 426 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) (iv) Name of key management personnel and their relatives with whom transactions were carried out during the year: (i) Executive Director Sr. No. 1 3 5 Mr. S. N. Subrahmanyan (Chief Executive Officer and Managing Director) Mr. Shailendra Roy (Whole-time Director) Mr. M. V. Satish (Whole-time Director) (ii) Independent/Non-executive Director Sr. No. 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 [1] Mr. Thomas Mathew T [5] Mr. Subramanian Sarma Mr. Sanjeev Aga Mr. Arvind Gupta [2] Mr. Sushobhan Sarker [4] Sr. No. 2 4 6 Sr. No. 2 4 6 8 10 12 14 16 Mr. R. Shankar Raman (Whole-time Director and Chief Financial Officer) Mr. D. K. Sen (Whole-time Director) Mr. J. D. Patil (Whole-time Director) Mr. M. M. Chitale Mr. M. Damodaran Mr. Adil Zainulbhai Ms. Sunita Sharma Mr. Ajay Shankar [6] Ms. Naina Lal Kidwai Mr. Narayanan Kumar Mr. Hemant Bhargava [3] [1] Ceased w.e.f. September 8, 2019 [2] Ceased w.e.f. March 26, 2020 [3] Appointed w.e.f. May 28, 2018 [4] Ceased w.e.f. May 2, 2018 [5] Ceased w.e.f. April 2, 2020 [6] Ceased w.e.f. May 29, 2020 (c) Disclosure of related party transactions: Sr. No. Nature of transaction/relationship/major parties i. Purchase of goods & services (including commission paid) Subsidiaries, including: L&T Geostructure LLP Hi-Tech Rock Products and Aggregates Limited Tamco Switchgear (Malaysia) SDN. BHD. Joint ventures, including: L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including: L&T-Chiyoda Limited Magtorq Private Limited Total 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 1210.51 1065.87 729.26 364.58 410.75 121.24 559.36 75.58 1073.38 10.87 7.44 10.47 1950.64 2146.69 400.56 360.04 773.12 158.57 1.07 6.37 427 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties ii.(a) Sale of goods/contract revenue & services 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore Subsidiaries, including: 1288.28 1291.44 L&T Metro Rail (Hyderabad) Limited L&T Hydrocarbon Engineering Limited Larsen & Toubro (East Asia) SDN. BHD. Joint ventures, including: L&T MHPS Boilers Private Limited Associate: L&T-Chiyoda Limited Total ii(b) Reversal of sale of goods/contract revenue & services Subsidiary: Nabha Power Limited Joint ventures, including: L&T Deccan Tollways Limited Total iii. Purchase/lease of property, plant and equipment Subsidiaries, including: Larsen & Toubro (Oman) LLC Larsen & Toubro Infotech Limited Larsen & Toubro Heavy Engineering LLC Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Special Steels and Heavy Forgings Private Limited 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 198.32 543.87 136.66 85.90 – – – 10.74 2.46 0.05 3.95 0.44 – 159.43 0.13 1451.00 4.16 25.99 30.15 50.25 0.38 50.63 5.58 0.69 6.25 12.52 371.94 570.22 – 147.20 0.13 4.16 23.86 9.25 6.16 33.48 0.13 0.13 0.12 1.95 3.07 0.69 6.25 89.53 – 1377.81 – – – 14.33 0.05 14.38 3.96 0.44 – 4.40 428 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. v. Nature of transaction/relationship/major parties Investments including subscription to equity and preference shares (equity portion) Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Uttaranchal Hydropower Limited Joint ventures: L&T MBDA Missile Systems Limited L&T-MHPS Turbine Generators Private Limited Total vi. Subscription debentures/bonds net of redemption: Subsidiary: L&T Metro Rail (Hyderabad) Limited Total vii. Sale/Redemption of investments in Subsidiary: L&T Seawoods Limited Joint venture: L&T Infrastructure Development Projects Limited Total viii. Net inter corporate deposits given/(repaid by) Subsidiaries(net), including: L&T Metro Rail (Hyderabad) Limited Nabha Power Limited L&T Hydrocarbon Engineering Limited Hi-Tech Rock Products and Aggregates Limited Joint venture: L&T Special Steels and Heavy Forgings Private Limited Total ix. Net inter corporate borrowing taken from/(repaid to) Subsidiaries, including: L&T Seawoods Limited L&T Hydrocarbon Engineering Limited Joint venture: L&T MBDA Missile Systems Limited 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 233.82 488.11 222.00 0.33 1.18 0.33 234.15 – – 22.42 692.04 1276.77 22.42 1238.94 115.21 1391.98 115.21 489.29 250.00 250.00 345.00 345.00 228.79 84.48 313.27 220.20 249.40 0.48 0.69 250.00 345.00 106.86 (210.88) 54.03 299.78 84.48 1756.61 (393.80) 57.50 497.78 1249.50 57.50 (275.34) (129.91) – Total 1814.11 (393.80) 429 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties x. Charges paid for miscellaneous services Subsidiaries, including: Larsen & Toubro Infotech Limited L&T Aviation Services Private Limited L&T Technology Services Limited Joint ventures, including: L&T-Sargent & Lundy Limited 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 185.45 153.83 135.26 19.57 22.02 7.08 7.55 5.42 Total 193.00 159.25 xi. 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 xii. Rent received, overheads recovered and miscellaneous income Subsidiaries, including: 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 L&T Infrastructure Development Projects Limited Associate: L&T-Chiyoda Limited Key management personnel: Mr. D.K. Sen Total 1.30 3.41 4.71 0.69 0.28 3.20 0.97 1.24 2.21 510.53 510.30 84.95 54.02 155.98 74.24 72.03 77.84 28.30 11.38 8.31 7.93 12.26 – 12.26 – 16.87 0.03 594.82 605.04 430 114.79 16.58 4.92 0.26 0.31 0.31 1.20 77.24 55.58 132.20 68.87 53.55 35.00 11.75 8.03 16.87 0.03 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore xiii.(a) Charges incurred for deputation of employees from related parties Subsidiaries, including: 12.94 9.75 L&T Electricals & Automation Saudi Arabia Company Limited LLC L&T Electrical and Automation FZE PT Tamco Indonesia Kana Controls General Trading and Contracting Company WLL Total xiii.(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 L&T Seawoods Limited 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 xiv. Dividend received Subsidiaries, including: Larsen & Toubro Infotech Limited L&T Technology Services Limited L&T Finance Holdings Limited L&T Hydrocarbon Engineering Limited Mindtree Limited L&T Construction Equipment Limited Joint Ventures, including: L&T-Sargent & Lundy Limited L&T-MHPS Boilers Private Limited 12.94 67.58 7.83 1.34 1.52 7.14 12.82 7.22 9.75 87.87 1.42 3.58 0.77 0.66 6.59 12.88 104.33 6.59 75.59 1373.00 1313.98 364.48 164.27 242.73 326.21 269.06 12.53 19.44 11.94 1.00 5.95 1.45 18.59 13.30 13.97 0.61 1.35 1.62 12.88 353.60 163.90 331.21 – 318.00 7.50 11.94 Total 1385.53 1333.42 431 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties xv. Commission received, including those under agency arrangements 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore Subsidiary: L&T Construction Equipment Limited Joint venture: L&T Kobelco Machinery Private Limited Total xvi. Guarantee charges recovered from Subsidiaries, including: Nabha Power Limited L&T Hydrocarbon Engineering Limited Larsen Toubro Arabia LLC Joint ventures, including: L&T-MHPS Turbine Generators Private Limited Total xvii. Interest paid to Subsidiaries, including: L&T Hydrocarbon Engineering Limited L&T Seawoods Limited Joint ventures: L&T MBDA Missile Systems Limited L&T MHPS Turbine Generators Private Limited Total xviii. Interest received from Subsidiaries, including: Nabha Power Limited L&T Finance Holdings Limited L&T Metro Rail (Hyderabad) Limited Hi-Tech Rock Products and Aggregates Limited L&T Infrastructure Finance Company Limited L&T Finance Limited Joint ventures, including: 7.63 – 7.63 62.32 0.55 62.87 7.63 – 9.25 32.85 9.82 0.55 10.58 3.75 14.33 43.11 0.52 43.63 229.69 231.31 201.68 4.16 1.81 233.85 134.36 233.12 89.65 2.42 1.74 21.72 59.16 24.80 16.81 16.57 128.49 106.83 L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited 104.14 21.56 Total 262.85 196.48 432 10.58 3.75 6.62 16.37 10.36 0.50 199.36 23.15 1.81 31.55 17.95 12.15 – 16.57 106.83 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties xix. Amount written off as bad debts Subsidiaries, including: Kesun Iron and Steel Company Private Limited Bhilai Power Supply Company Limited Joint venture: PNG Tollway Limited Total xx. Investments written off Subsidiaries, including: Seawoods Retail Private Limited Seawoods Realty Private Limited Total xxi. Amount recognised/(reversed) in Profit and Loss as provision towards bad and doubtful debts (including expected credit loss on account of delay) Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited PT Tamco Indonesia 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 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 0.08 – 0.08 – – 0.08 – – – 1.35 25.08 26.43 0.02 0.02 13.02 (2.09) 8.39 2.28 1.26 25.08 0.01 0.01 (1.48) (1.74) 0.57 0.65 (0.53) 0.31 (0.09) (0.33) (1.54) 1.55 Joint ventures, including: (0.33) (0.38) L&T Special Steels and Heavy Forgings Private Limited L&T-MHPS Turbine Generators Private Limited L&T Howden Private Limited L&T Samakhiali Gandhidham Tollway Limited L&T-MHPS Boilers Private Limited 0.08 0.10 (0.33) (0.37) Total 12.69 (2.47) xxii. Amount recognised in Profit and Loss on account of impairment loss on investment and inter-corporate deposit Joint ventures: L&T Infrastructure Development Projects Limited L&T Special Steels and Heavy Forgings Private Limited Total – – 1666.10 1666.10 773.00 1156.10 433 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Nature of transaction/relationship/major parties xxiii. Rent deposit returned Key management personnel: Mr. D.K. Sen Total xxiv. Guarantee given on behalf of Subsidiaries, including: L&T Hydrocarbon Engineering Limited Larsen & Toubro Arabia LLC Nabha Power Limited 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore – – – 0.08 0.08 0.08 4739.58 14766.31 1705.47 2500.00 9308.23 3217.46 Total 4739.58 14766.31 xxv. Contribution to post employment benefit plans (a) Towards employer’s contribution to provident fund trusts, including: 78.63 69.02 Larsen & Toubro Officers & Supervisory Staff Provident Fund Larsen & Toubro Limited Provident Fund of 1952 67.79 8.11 59.19 8.22 Total (b) Towards employer’s contribution to gratuity fund trusts, including: Larsen & Toubro Officers & Supervisors Gratuity Fund Larsen & Toubro Gratuity Fund Total (c) Towards employer’s contribution to superannuation trust: Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total 78.63 60.95 60.95 10.99 10.99 69.02 45.08 55.65 43.35 10.99 45.08 9.78 9.78 9.78 “Major parties” denote entities accounting for 10% or more of the aggregate for that category of transaction during respective period. 434 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) xxvi. Compensation paid to key management personnel: Key Management Personnel Executive Directors: (a) Mr. S.N.Subrahmanyan (b) Mr. R. Shankar Raman (c) Mr. Shailendra Roy (d) Mr. D. K. Sen (e) Mr. M. V. Satish (f) Mr. J. D. Patil Non-Executive/Independent Directors: (a) Mr. A.M. Naik (b) Other Non-Executive/Independent Directors Total [1] Represents pension (d) Amount due to/from related parties: Sr. No. Category of balance/relationship/parties i Accounts receivable Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Hydrocarbon Engineering Limited Joint ventures, including: L&T-MHPS Boilers Private Limited L&T MBDA Missile Systems Limited L&T Infrastructure Development Projects Limited L&T Deccan Tollways Limited Associate L&T-Chiyoda Limited Total 2019-20 Short-term employee benefits Post- employment benefits 11.87 7.89 5.26 3.56 4.60 4.04 3.13 2.08 1.37 0.91 1.18 1.04 3.18 3.95 44.35 3.00 [1] – 12.71 2018-19 Short-term employee benefits Post- employment benefits 21.28 14.06 9.16 5.54 7.43 6.51 5.67 3.75 2.33 1.46 1.95 1.71 3.00 [1] 5.15 5.03 – 74.16 19.87 Total 15.00 9.97 6.63 4.47 5.78 5.08 6.18 3.95 57.06 v crore Total 26.95 17.81 11.49 7.00 9.38 8.22 8.15 5.03 94.03 v crore As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties 1064.16 1213.73 111.32 686.36 133.70 92.11 12.00 255.20 – 0.01 – 1175.48 1468.94 822.67 140.54 115.36 53.04 75.62 0.01 435 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Category of balance/relationship/parties ii. Accounts payables, including other payables As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore Subsidiaries, including: 1100.12 780.67 Tamco Switchgear (Malaysia) SDN. BHD. L&T Geostructure LLP Hi-Tech Rock Products and Aggregates Limited Larsen and Toubro (Oman) LLC Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates, including Magtorq Private Limited L&T Camp Facilities LLC Total iii. Investment in debt securities [including preference shares (debt portion)] Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Finance Limited Joint ventures, including: L&T Special Steels and Heavy Forgings Private Limited Kudgi Transmission Limited L&T Infrastructure Development Private Limited 119.21 440.76 1184.92 1029.15 717.66 446.92 13.04 4.04 11.94 2298.08 1813.86 331.40 273.07 1049.70 289.77 41.64 213.17 569.93 266.60 955.11 Total 1381.10 1228.18 iv Impairment loss on 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 Metro Rail (Hyderabad) Limited Nabha Power Limited Joint venture: L&T Special Steels and Heavy Forgings Private Limited Associates, including: L&T- Chiyoda Limited Magtorq Private Limited Total 213.17 213.17 213.17 213.17 213.17 2895.19 1557.58 1892.57 3.26 342.39 1394.35 386.48 1635.62 0.93 2.34 1677.53 7.38 4791.02 3242.49 296.97 97.76 110.36 460.21 503.41 3.99 273.07 213.17 488.89 253.06 213.17 363.37 386.69 1539.83 4.94 2.44 436 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. Category of balance/relationship/parties vi. Impairment loss on loans & advances recoverable Joint venture: L&T Special Steels and Heavy Forgings Private Limited Total vii. Unsecured loans (including lease finance) Subsidiaries, including: L&T Hydrocarbon Engineering Limited L&T Seawoods Limited L&T Valves Limited Joint venture: L&T MBDA Missile Systems Limited Total viii. Advances received in the capacity of supplier of goods/services classified as “advances from customers” in the Balance Sheet Subsidiaries, including: L&T Seawoods Limited L&T Hydrocarbon Engineering Limited L&T Metro Rail (Hyderabad) Limited L&T Construction Equipment Limited Joint venture: L&T-MHPS Boilers Private Limited Total ix. Due to directors : [1] Key management personnel, including: Mr. S. N. Subrahmanyan Mr. R. Shankar Raman Mr. Shailendra N Roy Mr. D. K. Sen Mr. M. V. Satish Mr. J.D. Patil As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore 263.00 263.00 1796.45 59.68 1856.13 263.00 1249.50 524.65 59.68 263.00 263.00 32.73 – 32.73 139.47 40.33 7.15 47.48 57.00 6.97 146.44 29.13 77.21 13.99 46.59 6.97 9.01 5.88 3.37 2.03 3.02 2.72 263.00 19.56 12.22 5.48 29.61 6.97 18.60 12.15 7.05 4.20 6.00 5.30 Total 29.13 57.00 [1] Includes commission due to Non-Executive directors R 3.10 crore (previous year: R 3.70 crore). 437 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Larsen & Toubro Limited Senior Officers’ Superannuation Scheme 3.91 Sr. No. x. (a) Category of balance/relationship/parties Post-employment benefit plan 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: Total xi.(a) Capital commitment given Subsidiaries, including: Larsen & Toubro (Oman) LLC L&T Technology Services Limited L&T Construction Machinery Limited Larsen & Toubro Infotech Limited Joint ventures: L&T Special Steels and Heavy Forgings Private Limited L&T-MHPS Turbine Generators Private Limited Total xi.(b) Revenue commitment given Subsidiaries, including: 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: Magtorq Private Limited Total xii. Commitment to Fund Subsidiaries: L&T Uttaranchal Hydropower Limited L&T Metro Rail (Hyderabad) Limited As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore 24.81 94.08 8.92 29.26 29.26 107.04 107.04 3.91 1.11 0.28 3.91 1.65 – 1.65 1084.75 2311.24 685.77 1224.91 668.92 27.73 27.73 63.76 63.76 7.99 7.99 2.15 0.12 2.27 1228.95 392.05 25.49 19.92 23.18 3421.48 1640.92 93.00 845.00 93.00 – 24.77 49.70 11.22 7.99 0.85 0.31 0.96 0.02 0.10 914.90 207.55 42.63 103.60 19.06 298.00 547.00 Total 93.00 845.00 438 Notes forming part of the Financial Statements (contd.) NOTE [47] (contd.) Sr. No. xiii. Category of balance/relationship/parties Revenue commitment received Subsidiaries, including: L&T Metro Rail (Hyderabad) Limited L&T Parel Project LLP Nabha Power Limited L&T Asian Realty Project LLP L&T Construction Equipment Limited L&T Hydrocarbon Engineering Limited Joint ventures, including: L&T MBDA Missile Systems Limited L&T-Gulf Private Limited L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Total xiv. Guarantee given on behalf of Subsidiaries, including: L&T Hydrocarbon Engineering Limited Larsen Toubro Arabia LLC Nabha Power Limited Joint Ventures, including: As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore 3264.93 2336.85 587.50 571.01 815.00 357.55 328.59 30.00 – 21.28 6.88 65.13 168.49 3330.06 2505.34 33510.25 36936.01 19593.31 4285.17 3916.00 514.74 546.66 651.26 969.27 320.82 69.19 18.77 80.18 18476.12 8442.15 4241.00 427.31 90.42 2.04 0.68 0.81 0.81 23.37 L&T-MHPS Turbine Generators Private Limited L&T Special Steels and Heavy Forgings Private Limited 394.94 90.42 Total 34024.99 37482.67 xv. Provision for doubtful debts related to the amount of outstanding balances Subsidiaries, including: Nabha Power Limited L&T Metro Rail (Hyderabad) Limited L&T Hydrocarbon Engineering Limited PT. Tamco Indonesia L&T Parel Project LLP Joint ventures, including: L&T- MHPS Boilers Private Limited Total 19.73 6.60 2.04 8.39 3.09 23.00 23.09 42.82 23.54 30.14 “Major parties” denote entities account for 10% or more of the aggregate for that category of balance during respective period. 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. 439 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [48] Disclosure pursuant to Ind AS 27 “Separate Financial Statements” Investment in following subsidiaries, associates and joint ventures is accounted at cost. Subsidiaries: Sr. No. Name of the subsidiary As at 31-3-2020 As at 31-3-2019 Principal place of business Proportion of direct ownership (%) Proportion of effective ownership Interest (%) Proportion of effective voting power held (%) Proportion of direct ownership (%) Proportion of effective ownership Interest (%) Proportion of effective voting power held (%) 99.90 100.00 100.00 100.00 95.00 74.00 100.00 99.99 100.00 100.00 74.53 63.72 100.00 100.00 100.00 74.62 100.00 100.00 100.00 100.00 61.08 99.90 100.00 100.00 100.00 95.00 100.00 100.00 99.99 100.00 100.00 74.53 63.72 100.00 100.00 100.00 74.62 100.00 100.00 100.00 100.00 61.08 99.90 100.00 100.00 100.00 95.00 100.00 100.00 99.99 100.00 100.00 74.53 63.72 100.00 100.00 100.00 74.62 100.00 100.00 100.00 100.00 61.08 99.90 100.00 100.00 99.90 100.00 100.00 99.90 100.00 100.00 100.00 100.00 100.00 95.00 74.00 100.00 99.99 100.00 100.00 74.80 63.91 100.00 100.00 100.00 78.88 100.00 100.00 100.00 100.00 – 95.00 100.00 100.00 99.99 100.00 100.00 74.80 63.91 100.00 100.00 100.00 78.88 100.00 100.00 100.00 100.00 – 95.00 100.00 100.00 99.99 100.00 100.00 74.80 63.91 100.00 100.00 100.00 78.88 100.00 100.00 100.00 100.00 – 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Indian subsidiaries Bhilai Power Supply Company Limited L&T Electricals and Automation Limited Hi-Tech Rock Products & Aggregates Limited L&T Seawoods Limited India India India India Kesun Iron & Steel Company Private Limited India L&T Geostructure LLP L&T Valves Limited L&T Power Limited L&T Cassidian Limited [1] L&T Aviation Services Private Limited Larsen & Toubro Infotech Limited L&T Finance Holdings Limited L&T Capital Company Limited L&T Power Development Limited L&T Metro Rail (Hyderabad) Limited [4] L&T Technology Services Limited L&T Construction Equipment Limited [3] L&T Infrastructure Engineering Limited L&T Hydrocarbon Engineering Limited L&T Construction Machinery Limited [3] India India India India India India India India India India India India India India India India 21 Mindtree Limited [2] [1] Applied for strike off [2] The Company has acquired stake on July 2, 2019 [3] Refer to Note 5[1] [4] Proportion of ownership is more than 99.99% 440 Notes forming part of the Financial Statements (contd.) NOTE [48] (contd.) Foreign Subsidiaries: Sr. No. 1 2 3 4 Name of subsidiary company Larsen & Toubro LLC Larsen & Toubro Hydrocarbon International Limited LLC [1] Larsen & Toubro (Saudi Arabia) LLC L&T Global Holdings Limited [1] Liquidated on May 16, 2020 Associates: Name of associate Sr. No. 1 2 Gujarat Leather Industries Limited [1] 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 31-3-2020 Proportion of effective ownership Interest (%) 98.79 Proportion of direct ownership (%) 95.24 Proportion of effective voting power held (%) 98.79 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 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 31-3-2020 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 31-3-2019 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 [1] Under liquidation joint ventures: Sr. No. Name of the joint venture Principal place of business L&T Chennai–Tada Tollway Limited L&T Rajkot-Vadinar Tollway Limited L&T Samakhiali Gandhidham Tollway Limited L&T Infrastructure Development Projects Limited L&T Transportation Infrastructure Limited 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 [2] L&T MBDA Missile Systems Limited L&T-Sargent & Lundy Limited 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 [1] Proportion of direct ownership is less than 0.01%. [2] The Company has sold its stake on April 17, 2019 India India India India India India India India India India India India India India India India As at 31-3-2020 As at 31-3-2019 Proportion of direct ownership (%) [1] [1] 0.02 51.00 26.24 [1] [1] 50.10 51.00 51.00 75.50 74.00 [1] – 51.00 50.00 Proportion of effective ownership Interest (%) 51.00 51.00 51.01 51.00 63.86 51.00 24.98 50.10 51.00 51.00 75.50 74.00 37.74 – 51.00 50.00 Proportion of direct ownership (%) [1] [1] 0.02 97.45 26.24 [1] [1] 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 50.00 441 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [49]: Basic and diluted Earnings per share [EPS] computed in accordance with Ind AS 33 “Earnings per Share”: Particulars 2019-20 2018-19 Basic earnings per share Profit after tax from continuing operations as per accounts (R crore) Profit after tax from discontinued operations as per accounts (R crore) A B Profit after tax from continuing & discontinued operations as per accounts (R crore) C=A+B Weighted average number of equity shares outstanding Basic EPS from continuing operations (R) Basic EPS from discontinued operations (R) Basic EPS from continuing & discontinued operations (R) Diluted earnings per share Profit after tax from continuing operations as per accounts (R crore) Profit after tax from discontinued operations as per accounts (R crore) D A/D B/D C/D A B Profit after tax from continuing & discontinued operations as per accounts (R crore) C=A+B 6024.76 654.45 6679.21 6948.33 543.06 7491.39 1,40,33,69,848 1,40,20,87,033 42.93 4.66 47.59 6024.76 654.45 6679.21 49.56 3.87 53.43 6948.33 543.06 7491.39 Weighted average number of equity shares outstanding Add: Weighted average number of potential equity shares on account of employee stock options D E 1,40,33,69,848 1,40,20,87,033 18,52,930 24,57,688 Weighted average number of equity shares outstanding for diluted EPS F=D+E 1,40,52,22,778 1,40,45,44,721 Diluted EPS from continuing operations (R) Diluted EPS from discontinued operations (R) Diluted EPS from continuing & discontinued operations (R) Face value per share (R) A/F B/F C/F 42.87 4.66 47.53 2 49.47 3.87 53.34 2 The following potential ordinary shares are anti-dilutive and are therefore excluded from the weighted average number of equity shares for the purpose of diluted earnings per share: Weighted average number of potential equity shares on account of conversion of foreign currency convertible bonds 51,90,133 95,20,455 Particulars 2019-20 2018-19 442 v crore Total 755.24 545.11 (69.12) Contractual rectification cost - construction contracts 445.73 397.14 (9.16) (373.56) (382.55) – – 0.92 (41.63) 807.97 Notes forming part of the Financial Statements (contd.) NOTE [50] Disclosures pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets” a) Movement in provisions: Particulars Product warranties Class of provisions Expected tax liability in respect of indirect taxes Litigation related obligations Sr. No. 1 2 3 4 5 6 7 Balance as at 1.4.2019 Additional provision during the year Provision used during the year Provision reversed during the year Additional provision for unwinding of interest and change in discount rate Classified as held for sale Balance as at 31.3.2020 (6=1+2+3+4+5+6) 45.61 16.72 (13.58) (0.01) 0.92 (41.63) 8.03 204.80 46.25 (45.54) (8.98) – – 59.10 85.00 (0.84) – – 196.53 143.26 460.15 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, 2020 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 3 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 [51] The expenditure on research and development activities recognised as expense in the Statement of Profit and Loss is R 198.74 crore (Discontinued operations: R 80.97 crore) (previous year: R 168.23 crore (Discontinued operations: R 68.82 crore)). Further, the Company has incurred capital expenditure on research and development activities as follows: (a) on tangible assets of R 7.60 crore (Discontinued operations: R 4.19 crore) (previous year: R 5.46 crore (Discontinued operations: R 2.95 crore)) ; (b) on intangible assets being expenditure on new product development of R 32.27 crore (Discontinued operations: R 30.17 crore) (previous year: R 40.53 crore (Discontinued operations: R 40.07 crore)); and (c) on other intangible assets of R 1.14 crore (Discontinued operations: Nil) (previous year: R 1.96 crore (Discontinued operations: Nil)). In addition, the Company has incurred expenditure of R 0.08 crore (Discontinued operations: Nil) (previous year: R 0.52 crore (Discontinued operations: Nil)) which is customer funded. 443 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [52] 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 given 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 v crore As at 31-3-2020 As at 31-3-2019 US Dollars including pegged currencies EURO Japanese Yen US Dollars including pegged currencies EURO Japanese Yen (4303.15) (573.33) (419.49) (3193.61) 136.84 (4.02) 217.94 (28.50) – 552.57 222.95 – 2159.48 (1253.24) 962.38 1368.13 (833.18) 540.83 (518.73) 25.37 (27.02) (104.88) 122.63 (24.22) 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 444 Notes forming part of the Financial Statements (contd.) NOTE [52] (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 28.78 crore as at March 31, 2020 and R 29.88 crore as at March 31, 2019. 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, 2020 due to the inherent limitations associated with predicting the timing and amount of changes in foreign currency exchange 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 derivative 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 is as follows: Floating rate borrowings Particulars As at 31-3-2020 v crore As at 31-3-2019 7671.90 5926.55 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 Rupee Interest rates -increase by 0.5% in INR interest rate [1] Interest rates -decrease by 0.5% in INR interest rate [1] US Dollar Interest rates -increase by 0.5% in USD interest rate [1] Interest rates -decrease by 0.5% in USD interest rate [1] [1] Holding all other variables constant (b) Liquidity Risk Management: Impact on Profit and Loss after tax 2019-20 2018-19 v crore Impact on Equity As at 31-3-2020 As at 31-3-2019 (1.77) 1.77 (26.94) 26.94 (1.58) 1.58 (17.70) 17.70 (1.77) 1.77 (26.94) 26.94 (1.58) 1.58 (17.70) 17.70 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 on the value of the investment portfolio assuming a 0.5% movement in debt funds and debt securities and a 5% movement in the NAV of the equity funds. Based on the investment position, a hypothetical 0.5% change in the fair market 445 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [52] (contd.) value of debt securities would result in a value change of +/- R 17.80 crore as at March 31, 2020 and +/- R 11.08 crore as at March 31, 2019. A 5% change in the equity funds’ NAV would result in a value change of +/- R 3.90 crore as at March 31, 2020 and +/- R 38.91 crore as at March 31, 2019 respectively. The investments in money market funds are for the purpose of liquidity management only 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 the 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 Less: Balance reported under held for sale Closing balance as at March 31[refer Note 11] 2019-20 2270.62 334.21 32.69 (157.19) 102.05 2378.28 v crore 2018-19 2240.91 68.72 188.35 (227.36) 2270.62 (ii) Trade receivable written off during the year but still enforceable for recovery amounts to Nil (previous year: Nil) NOTE [53] 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 mutual funds Measured at fair value through Profit or Loss (FVTPL): (i) (ii) (iii) Investment in bonds (iv) Derivative instruments not designated as cash flow hedges (v) Embedded derivatives not designated as cash flow hedges Sub-total (I) Measured at amortised cost: (i) Loans (ii) Trade receivables (iii) Advances recoverable in cash (iv) Cash and cash equivalents and bank balances (v) Other receivables Sub-total (II) III. Measured at fair value through Other Comprehensive Income (FVTOCI): (i) Investment in government securities, bonds and debentures (ii) Derivative financial instruments designated as cash flow hedges (iii) Embedded Derivatives designated as cash flow hedges Sub-total (III) Total (I+II+III) Note 5 10 10 7,15 7,15 6,14 11 15 7,12,13 10 7,15 7,15 As at 31-3-2020 R crore As at 31-3-2019 73.42 2000.82 997.65 35.44 53.52 3160.85 4022.14 27912.96 671.68 4212.47 714.41 37533.66 3060.68 552.00 0.94 3613.62 44308.13 97.35 1643.56 656.38 9.84 12.40 2419.53 2585.69 28212.55 730.43 7909.71 887.22 40325.60 2406.91 602.56 0.19 3009.66 45754.79 446 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) (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: 25 20,26 20,26 20,26 Note 20,26 20,26 As at 31-3-2020 R crore As at 31-3-2019 23.14 56.80 79.94 6.86 3.26 10.12 19,23,24 25785.29 11989.70 Sr. No. I A B C Particulars Net gains/(losses) on financial assets, 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. On futures not designated as cash flow hedges Impairment loss on investments 3. Sub-total (A) 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: 1. Bad debts (written off)/written back (net) 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, borrowing availed etc.) (ii) Unclaimed credit balances written back Sub-total (C) Total [I] = (A+B+C) 379.88 36249.51 1334.41 63749.09 201.95 36023.08 1655.08 49869.81 568.53 38.31 606.84 23.97 64459.84 236.92 91.54 328.46 19.76 50228.15 2019-20 R crore 2018-19 331.59 293.46 (94.69) (13.75) – – 223.15 586.25 (334.21) (171.67) 166.95 (27.13) 220.19 (666.44) 162.62 (503.82) (60.48) 42.02 (9.51) (22.60) (213.17) 90.20 266.24 (68.72) (412.47) 250.69 (31.68) 4.06 (410.37) 73.16 (337.21) (242.95) 447 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [53] (c) Items of income, expense, gains or losses related to financial instruments: (contd.) Particulars 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. Gains/(losses) on fair valuation or settlement of forward contracts designated as cash flow hedges 2. 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, 2019-20 R crore 2018-19 311.54 (141.74) (111.09) (153.74) 44.56 245.01 39.09 (256.39) bonds, debentures etc. 154.47 (62.89) (ii) Derivative measured at fair value through Other Comprehensive Income: 1. On forward contracts upon hedged future cash flows affecting the Profit or loss or related asset or liability 319.29 247.47 2. On embedded derivative contracts upon hedged future cash flows affecting the Profit or Loss or related asset or liability Sub-total (B) Net gains/(losses) recognised in Other Comprehensive Income [II]= (A)-(B) Impairment loss on financial assets measured at fair value through Other Comprehensive Income Other income/(expenses): Dividend income: Dividend income from investments measured at FVTPL Sub-total (A) Interest income: (a) Financial assets measured at amortised cost (b) Financial assets measured at fair value through Other Comprehensive Income (c) Sub-total (B) Interest expense: (a) Financial assets measured at fair value through Profit or Loss 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 amortised cost Financial liabilities that are measured at fair value through Profit or Loss (b) (c) Sub-total (C) Total [III] = (A+B+C) 9.01 482.77 (237.76) 100.00 1.76 1.76 398.01 214.09 7.22 619.32 0.64 185.22 (441.62) – 178.70 178.70 259.83 180.69 32.80 473.32 (150.06) (1624.11) 5.95 (1768.22) (1147.14) (259.02) (1147.88) (0.06) (1,406.96) (754.94) Sr. No. II A B C III A B C 448 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) (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 As at 31-3-2020 As at 31-3-2019 Carrying amount Fair Value Carrying amount Fair Value 0.675 % Foreign currency convertible bond – – 1363.39 1375.81 Redeemable non-convertible fixed rate debentures 9781.06 9966.73 3560.86 3652.38 Term loan from banks Total 90.67 95.34 90.67 101.09 9871.73 10062.07 5014.92 5129.28 v crore Fair value hierarchy L2[1] L2[1] L2[1] 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. [1] 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 31-3-2020 Level 2 Level 3 Level 1 Total Level 1 As at 31-3-2019 Level 2 Level 3 v crore Total Financial assets: Investments at FVTPL: (i) Equity shares (other than those held in subsidiary, joint venture and associate companies) (ii) Mutual fund units (iii) Bonds (iv) Derivative instruments not designated as cash flow hedges (v) Embedded derivative Instruments not designated as cash flow hedges Investments at FVTOCI: (i) Debt instruments viz. government securities, bonds and debentures 5 10 10 7,15 7,15 10 (ii) Derivative financial instruments designated as cash 7,15 flow hedges (iii) Embedded derivative financial instruments designated 7,15 as cash flow hedges Total Financial Liabilities: (i) At FVTPL - Designated at FVTPL: (a) Derivative instruments not designated as cash flow hedges 20,26 (b) Embedded derivative instruments not designated as 20,26 cash flow hedges (ii) Designated at FVTOCI: (a) Derivative financial instruments designated as cash 20,26 flow hedges (b) Embedded derivative financial instruments designated 20,26 as cash flow hedges Total 5.01 2000.82 997.65 – – – 68.41 – – 73.42 31.67 2000.82 1643.56 656.38 997.65 – – – 65.68 97.35 – 1643.56 656.38 – – – 35.44 53.52 3060.68 – – 552.00 – – – – 35.44 53.52 – – 9.84 12.40 – – 9.84 12.40 3060.68 2406.91 – – 2406.91 552.00 – 602.56 – 602.56 – 6064.16 0.94 641.90 – 68.41 0.94 – 6774.47 4738.52 0.19 624.99 – 0.19 65.68 5429.19 – – – – – 23.14 56.80 568.53 38.31 686.78 – – – – – 23.14 56.80 568.53 38.31 686.78 – – – – – 6.86 3.26 236.92 91.54 338.58 – – – – – 6.86 3.26 236.92 91.54 338.58 449 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [53] (e) Fair value hierarchy of financial assets and liabilities measured at fair value: (contd.) Valuation technique and key inputs used to determine fair value: 1. Level-1: Mutual fund, bonds, debentures and government securities- quoted price in the active market 2. Level-2: 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. (f) Movement of items measured using unobservable inputs (Level 3): Particulars Balance as at 01-04-2018 Fair valuation gain recognised in Profit or Loss during 2018-19 Balance as at 31-3-2019 Fair valuation gain recognised in Profit or Loss during 2019-20 Balance as at 31-3-2020 R crore Equity Investment in Tidel Park Limited 64.27 1.31 65.58 2.72 68.30 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 31-3-2020 68.30 Fair Value as at 31-3-2019 Significant unobservable inputs 65.58 31-3-2020: 1. Net realization per month R 31.827 per sq/ft. 2. Capitalisation rate 12.25% 31-3-2019: 1. Net realization per month R 30.90 per sq/ft. 2. Capitalisation rate 12.25% v crore Sensitivity 31-3-2020 : 1% change in net realisation would result in +/- R 0.33 crore (post tax- R 0.24 crore) 25 bps change in capitalisation rate would result in +/- R 0.65 crore (post tax- R 0.49 crore) 31-3-2019 : 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) (g) Maturity profile of financial liabilities (undiscounted values): Particulars Note As at 31-3-2020 Within twelve months After twelve months As at 31-3-2019 Within twelve months After twelve months Total v crore Total A. Non-derivative liabilities: Borrowings Trade payables: Due to micro enterprises and small enterprises Due to others Other financial liabilities Lease liabilities Total B. Derivative liabilities: Forward contracts Embedded derivatives Total 19, 23, 24 19522.50 8318.68 27841.18 8655.38 4586.26 13241.64 25 20, 26 20, 26 20, 26 323.48 34823.28 1155.74 91.21 55916.21 468.46 99.90 568.36 56.26 1426.35 46.18 89.21 9936.68 144.61 – 144.61 379.74 36249.63 1201.92 180.42 65852.89 193.80 35235.91 1600.37 – 45685.46 8.16 787.13 74.47 – 5456.02 201.96 36023.04 1674.84 – 51141.48 613.07 99.90 712.97 241.12 69.75 310.87 8.10 28.91 37.01 249.22 98.66 347.88 450 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) (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 Bangladeshi Taka Japanese Yen qatari Riyals Arab Emirates Dirham EURO Kuwaiti Dinars Omani Riyal Malaysian Ringgit Mauritian Rupee Saudi Riyal Thai Baht British Pound Particulars (b) Payable hedges: US Dollars EURO Bangladeshi Taka Japanese Yen Arab Emirates Dirham Mauritian Rupee Swiss Franc Kuwaiti Dinars Chinese Yuan Canadian Dollar British Pound Omani Riyal Nominal amount (R crore) 6543.80 1859.64 1640.41 1401.35 1174.53 925.80 863.67 485.60 173.51 149.67 52.82 1.56 0.94 Nominal amount (R crore) 10530.38 2513.05 766.73 701.78 396.31 385.17 176.13 101.63 84.13 31.46 10.87 – As at 31-3-2020 Average rate (R) Within twelve months (R crore) 75.80 5211.30 0.90 1,674.92 1324.82 0.69 1319.31 20.99 830.91 20.78 818.04 86.60 641.12 239.79 107.43 193.42 125.19 17.85 111.93 1.86 52.82 19.97 1.56 2.35 0.94 94.68 As at 31-3-2020 Average rate (R) Within twelve months (R crore) 75.14 10330.69 84.70 2222.79 766.73 587.70 396.31 385.17 176.13 101.63 75.36 31.46 10.87 – 0.88 0.70 20.75 1.86 76.89 239.12 10.67 54.37 96.00 – After twelve months (R crore) Nominal amount (R crore) 1332.50 5602.72 184.72 – 315.59 1449.58 82.04 1551.27 343.62 1228.16 107.76 1208.20 695.55 222.55 230.00 378.17 113.99 48.32 – 37.74 96.64 – – – 3.15 – As at 31-3-2019 Average rate (R) Within twelve months (R crore) After twelve months (R crore) – 72.61 4131.54 1471.18 – 165.22 323.44 – 263.31 292.12 79.49 60.63 – – – – – 0.68 1284.36 19.72 1227.83 19.34 1228.16 944.89 85.76 403.43 235.50 150.51 187.51 53.36 17.54 – – 96.64 21.04 – – 3.15 96.62 After twelve months (R crore) Nominal amount (R crore) As at 31-3-2019 Average rate (R) Within twelve months (R crore) After twelve months (R crore) – 199.69 10554.47 290.26 3150.91 – 114.08 1058.26 – – 294.76 – – – – 726.06 70.53 9828.41 81.76 3016.81 134.10 – 0.66 874.72 183.54 – – – – – – – – – – 72.76 294.76 8.69 – 40.53 30.52 28.71 8.69 235.83 – – 54.04 40.53 95.54 30.52 28.71 180.36 – – – – 8.77 – – – (B) Forward covers taken to hedge exchange rate risk and accounted as net investment hedge: Particulars Receivable: Arab Emirates Dirham qatari Riyal US Dollars Saudi Riyal Nominal amount (R crore) As at 31-3-2020 Average rate (R) Within twelve months (R crore) After twelve months (R crore) Nominal amount (R crore) As at 31-3-2019 Average rate (R) Within twelve months (R crore) After twelve months (R crore) 102.55 45.77 29.00 – 20.11 20.70 72.51 – 102.55 45.77 29.00 – – – – – 81.20 116.68 28.73 51.07 20.46 20.91 71.83 19.34 – 116.68 28.73 51.07 81.20 – – – 451 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) (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 31-3-2020 Average rate (%) Within twelve months (R crore) – After twelve months (R crore) – Nominal amount (R crore) As at 31-3-2019 Average rate (%) Within twelve months (R crore) 365.26 365.26 7.17 US Dollars – – (iii) Outstanding commodity price hedge instruments: Commodity forward contract: Nominal amount (R crore) As at 31-3-2020 Average rate (R) After twelve months (R crore) Nominal amount (R crore) As at 31-3-2019 Average rate (R) Particulars Copper(Tn)[1] Aluminium(Tn) Iron Ore(Tn) Coking Coal(Tn) Zinc(Tn) Lead(Tn) Within twelve months (R crore) (65.52) 179.91 15.18 15.50 – 28.98 (39.12) 179.91 25.71 24.58 – 28.98 447208.55 134905.03 5643.17 13101.74 – 145469.79 26.40 – 10.53 9.08 – – (305.35) 432547.41 199.84 149482.10 38.32 5469.41 39.27 13631.02 42.44 189480.24 27.21 143913.20 Within twelve months (R crore) (305.35) 199.84 29.47 29.26 42.44 27.21 [1] 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) – After twelve months (R crore) – – 8.85 10.01 – – R crore As at 31-3-2020 Interest rate exposure Currency exposure Commodity price exposure As at 31-3-2019 Interest rate exposure Currency exposure Commodity price exposure 449.39 398.37 19.87 68.63 – 59.55 – – – – – – 83.69 78.32 – 1.71 – – 382.66 248.92 99.28 32.58 – – – – 48.84 0.88 – – 56.94 46.85 – – – – Particulars (i) Forward contracts Current: Asset-Other financial assets Liability-Other financial liabilities Non-current: Asset-Other financial assets Liability-Other financial liabilities (ii) Swap contracts Current: Asset-Other financial assets Non-current: Liability-Other financial liabilities 452 Notes forming part of the Financial Statements (contd.) NOTE [53] (i) Carrying amounts of hedge instruments for which hedge accounting is followed (contd.) Net investment hedge: Particulars (i) Forward contracts Current: Asset-Other financial assets Liability-Other financial liabilities Non-current: Asset-Other financial assets As at 31-3-2020 As at 31-3-2019 Currency exposure Interest rate exposure Commodity price exposure Currency exposure Interest rate exposure Commodity price exposure R crore – 0.26 – – – – – – – 11.48 0.11 2.68 – – – – – – v crore (j) Breakup of Hedging reserve & Cost of hedging reserve balance: As at 31-3-2020 As at 31-3-2019 Particulars Balance towards continuing hedges Balance for which hedge accounting discontinued Cash flow hedging reserve (76.81) 29.98 Cost of hedging reserve (14.48) Cash flow hedging reserve 89.10 – (35.86) (k) Reclassification of Hedging reserve & Cost of hedging reserve to Profit or Loss: Cost of hedging reserve 5.05 (0.88) v crore 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 Discontinued operations Hedging reserve/Cost of hedging reserve 2019-20 2018-19 32.32 (13.47) (75.17) 25.99 (46.53) (40.72) (2.34) 19.75 (150.06) (259.02) 313.14 243.08 3.38 1.10 453 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [53] (contd.) (l) Movement of Hedging reserve & Cost of hedging reserve: Hedging reserve Opening balance Impact of Business combination 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 v crore 2019-20 2018-19 Gross 83.08 Tax (29.84) Net of Tax 53.24 – – – 8.35 – 8.35 Gross 175.13 (3.34) – Tax Net of Tax 114.50 (60.63) – – (3.34) – 258.34 (68.51) 189.83 256.53 (87.91) 168.62 (232.00) 61.57 (170.43) (183.19) 60.60 (122.59) 53.23 (14.13) 39.10 59.67 (20.45) 39.22 (302.23) 80.21 (222.02) (262.00) 92.35 (169.65) Amount included in non-financial asset/liability Amount included in Progress Billing in balance sheet Closing balance (0.17) 75.17 0.05 (19.95) (0.12) 55.22 (64.58) 17.75 (46.83) (0.44) 40.72 83.08 0.15 (13.95) (29.84) (0.29) 26.77 53.24 v crore 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 2019-20 2018-19 Gross 6.41 Tax Net of Tax 4.17 (2.24) Gross (18.97) Tax Net of Tax (12.34) 6.63 – 0.63 0.63 – – – (150.29) 37.82 (112.47) (247.65) 86.54 (161.11) Amount Included in carrying amount of hedge item 0.55 (0.14) 0.41 0.12 (0.04) 0.08 Amount reclassified to Profit or Loss 123.99 (31.21) 92.78 272.91 (95.37) 177.54 Closing balance NOTE [54] Disclosure pursuant to Ind AS 116 “Leases” (a) Transition to Ind AS 116: (19.34) 4.86 (14.48) 6.41 (2.24) 4.17 The Company has adopted Ind AS 116 “Leases” (“Standard”) effective April 1, 2019 (Initial application date). Ind AS 116 supersedes Ind AS 17 “Leases”. The Standard sets out the principles for recognition, measurement, presentation and disclosure of leases. The Standard has brought major change with respect to lease accounting to be done by the lessee. It requires lessee to account for right-of-use asset and lease liability for all the leases without lease classifications into operating and finance lease. The Company has used modified retrospective method of transition. Accordingly, the Company has recognised a debit of R 3.97 crore (the cumulative effect of initially applying the Standard as an adjustment) to the opening balance of retained earnings at the date of initial application. Accordingly, the figures of the previous year have not been restated. The Company has availed of following practical expedients as provided by the Standard: Leases for which the lease term ends within 12 months of the date of initial application are accounted in the same way as a short-term lease. The Company has not reassessed whether a contract is or contains a lease at the date of initial application and instead applied the Standard to those contracts that were previously identified as leases under Ind AS 17. The Company has excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application. • • • 454 Notes forming part of the Financial Statements (contd.) NOTE [54] (contd.) For leases previously classified as operating leases under Ind AS 17 and which are not low value leases or short-term leases, the Company has recognised: • • a lease liability at present value of the remaining lease payments, discounted using Company’s incremental borrowing rate of 7.93% at transition date. a right-of-use asset at its carrying amount as if the Standard has been applied since the lease commencement date but discounted using Company’s incremental borrowing rate at the date of initial application. For leases previously classified as finance leases under Ind AS 17, the carrying amount of lease asset and lease liability as at March 31, 2019 have been considered as right-of-use asset and lease liability respectively as at April 1, 2019 under Ind AS 116. Reconciliation between operating lease commitments disclosed as per Ind AS 17 as at March 31, 2019 and lease liabilities recognised in the balance sheet at the date of initial application i.e. April 1, 2019 is as follows: Operating lease commitments under Ind AS 17 as at April 1, 2019 Less: Commitments pertaining to short-term leases Less: Commitments pertaining to low value leases Less: Impact of discounting of lease payments Add: Extension and termination options reasonably certain to be exercised Add: Commitments relating to leases previously classified as finance leases Lease liabilities recognised under Ind AS 116 as at April 1, 2019 (b) Where the Company is a lessor: v crore 34.02 5.22 0.68 8.75 106.26 0.07 125.70 Operating leases: The Company has given buildings and plant & equipment under operating lease. The lease income received during the year is R 189.00 crore. Leases are renewed only on mutual consent and at a prevalent market price and sub-lease is generally restricted. Annual undiscounted lease payments receivable is as under: Particulars Amount Upto 1 year 6.75 1 – 2 years 0.26 2-3 years 0.09 3-4 years 0.09 4-5years 0.09 Beyond 5 years - v crore Total 7.28 (c) Where the Company is a lessee: The Company has taken various assets on lease such as, plant & equipment, buildings, office premises, vehicles. Generally, leases are renewed only on mutual consent and at a prevalent market price and sub-lease is restricted. Details with respect to right-of-use assets: Class of asset Depreciation for the year Land Buildings Plant & equipment Vehicles Total 3.79 33.74 37.37 0.11 74.91 v crore Additions to right-of-use asset during the year – 27.54 78.39 0.15 106.08 Carrying amount of the asset as at March 31, 2020 267.74 57.51 87.33 0.24 412.82 i. ii. Interest expense on lease liabilities amounts to R 12.65 crore. The expense relating to payments not included in the measurement of the lease liability and recognised as expense in the Statement of Profit and Loss during the year are as follows: • • Low value leases - R 2.16 crore. Short-term leases - R 1987.91 crore. iii. Total cash outflow for leases amounts to R 1983.09 crore during the year including cash outflow of short-term and low value leases. 455 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [55] The Company has amounts due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at March 31, 2020. The disclosure pursuant to the said Act is as under: Particulars Principal amount due to suppliers under MSMED Act, 2006 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 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 NOTE [56] 2019-2020 98.91 – 77.12 0.43 0.49 12.27 8.19 v crore 2018-19 133.56 0.11 124.38 0.30 0.55 10.97 8.14 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2020. NOTE [57] 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: Name of the company Balance as at Maximum outstanding during As at 31-3-2020 As at 31-3-2019 2019-20 2018-19 v crore Loans and advances in the nature of loans given to subsidiaries: L&T Seawoods Private Limited – – – 147.29 L&T Special Steels & Heavy Forgings Private Limited 1605.35[1] 1507.65[1] 1605.35 1507.65 Sr. No. (i) (ii) (iii) (iv) (v) (vi) L&T Hydrocarbon Engineering Limited L&T Construction Equipment Limited Nabha Power Limited L&T Finance Limited (vii) L&T Metro Rail (Hyderabad) Limited (viii) L&T Finance Holdings Limited (ix) (x) (xi) Hi-Tech Rock Products & Aggregates Limited L&T Infrastructure Development Projects Limited L&T Infrastructure Finance Co. Ltd. – 176.67 377.59 – 54.06 70.04 379.80 54.05 176.67 594.39 56.64 92.08 1009.87 – – 1506.84 1372.83 109.00 1372.83 109.00 – 324.17 – – – 301.85 18.20 324.17 – – 1013.98 – 1016.16 301.85 18.20 – Total 3856.61 2440.60 [1] excluding impairment of R 263 crore. 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. 456 Notes forming part of the Financial Statements (contd.) NOTE [58] Disclosure pursuant to section 186 of The Companies Act 2013: Sr. No. (A) Nature of the transaction (loans given/investments made/guarantees given/security provided) Loan and Advances Purpose for which the loan/guarantee/security is proposed to be utilised by the recipient 2019-20 v crore 2018-19 Project funding 176.67 70.04 Subsidiary Companies: (a) L&T Construction Equipment Limited (b) L&T Special Steels & Heavy Forgings Private Limited L&T Hydrocarbon Engineering Limited (c) (d) Nabha Power Limited (e) L&T Metro Rail (Hyderabad) Limited (f) (g) Working Capital and Project funding Working capital Part financing of original project cost Temporary project funding and Working capital Hi-Tech Rock Products & Aggregates Limited General corporate purposes & investments L&T Infrastructure Development Projects Limited General corporate purpose Total Guarantees (B) Subsidiary Companies: (a) L&T Aviation Services Private Limited (b) L&T-MHPS Turbine Generators Private Limited (c) Nabha Power Limited (d) L&T Global holdings Limited (e) L&T Hydrocarbon Engineering Ltd (f) L&T Metro Rail (Hyderabad) Ltd (g) Larsen & Toubro ATCO Saudia LLC (h) Larsen & Toubro Arabia LLC L&T Technology Services Limited (i) (j) L&T Technology Services LLC (k) Larsen & Toubro (Saudi Arabia) LLC (l) (m) L&T - MHPS Boilers Private Limited (n) Nabha Power Limited (o) L&T Special Steel & Heavy Forgings Pvt Ltd L&T Hydrocarbon Engineering Limited Corporate Guarantee given for subsidiary’s Debt Corporate Guarantee given for subsidiary’s project performance (p) L&T Metro Rail (Hyderabad) Ltd Guarantee issued by bank out of the Company’s sanctioned limits on behalf of LTMRHL towards DSRA (Debt Service Reserve Account) to SBI Cap Trustee (C) Total Investments in fully paid equity instruments and Current Investments [1] excluding impairment of R 263 crore. 1605.35 [1] – 377.59 1372.83 324.17 – 3856.61 6.53 394.94 3700.00 691.30 809.62 250.00 2469.61 4285.17 564.31 151.33 1304.69 18783.70 29.38 216.00 90.42 1507.65 [1] 54.06 379.80 109.00 301.85 18.20 2440.60 11.94 427.31 4025.00 735.56 739.96 250.00 2260.03 8442.15 770.67 138.31 1610.23 17736.16 28.93 216.00 90.42 278.00 – 34025.00 37482.67 [Note 5 and Note 10] 457 NOTES FORMING PART OF THE FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Financial Statements (contd.) NOTE [59] Exceptional item for the year ended March 31, 2020 includes the following: (i) Gain of R 626.99 crore on sale of the Company’s stake in subsidiary company viz. L&T Technology Services Limited 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 (iii) impairment of investment in group companies viz L&T Infrastructure Development project Limited R 773.00 crore and L&T Special Steels and Heavy Forging Private Limited R 1156.10 crore NOTE [60] Amount required to be spent by the Company on Corporate Social Responsibility (CSR) related activities during the year is R 144.80 crore (previous year: R 121.47 crore). The amount recognised as expense in the Statement of Profit and Loss on CSR related activities is R 145.29 crore (previous year: R 121.68 crore), which comprises: v crore Sr. No. (a) Particulars Disclosed under 2019-20 2018-19 Paid Provided Total Paid Provided Total Construction/acquisition of assets shown under sales, administration, and other expenses Note 35 6.69 0.74 7.43 3.80 0.18 3.98 (b) Other revenue expenses: Shown under miscellaneous expenses in sales, administration, and other expenses Shown under employee benefits expense Total NOTE [61] Auditors’ remuneration (excluding service tax): Note 35 Note 34 109.52 11.98 121.50 16.36 – 16.36 91.02 16.99 132.57 12.72 145.29 111.81 9.66 0.03 9.87 100.68 17.02 121.68 Sr. No. a. b. c. d. e. Particulars Statutory audit fees Limited review of standalone and consolidated financial statements on a quarterly basis Paid as Auditor (i) (ii) For Taxation matters For Company law matters For Other services including certification work For reimbursement of expenses 2019-20 v crore 2018-19 2.05 1.65 0.60 0.35 1.39 0.10 1.90 1.50 0.55 0.30 1.62 0.13 NOTE [62] The Company purchased Electoral Bonds for R 50 crore and issued the same to political parties as Company’s political contribution. (previous year: R 35 crore). NOTE [63] Figures for the previous year have been regrouped/reclassified to conform to the figures of the current year. 458 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 the 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 35 joint operations of the Group accounted on proportionate basis and the Group’s share of profit in its associates and joint ventures, which comprise the Consolidated Balance Sheet as at 31st March 2020, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditors on separate financial information of the joint operations, subsidiaries, associates and joint ventures referred to in the Other Matters section below, 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 the 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 consolidated state of affairs of the Group as at 31st March 2020, and their consolidated profit, their consolidated total comprehensive income, their consolidated cash flows and their consolidated changes in equity for the year ended on that date. Basis for Opinion We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143 (10) of the Act (“SA”s). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group, its 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 Act 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 and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. Emphasis of Matter We draw attention to Note [1](III) to the Consolidated Financial Statements in which the Group describes the uncertainties arising from the COVID-19 pandemic. Our report is not modified in respect of this matter. 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. 459 AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Revenue recognition – accounting for construction contracts Key audit matter description As described in Note No. [1](II)(i) of the Consolidated Financial Statements, the Group recognises revenue from contracts with customers when it satisfies its performance obligations. Principal Audit Procedures Accounting for construction contracts is considered as a Key Audit Matter as there are significant accounting judgements in estimating revenue to be recognised on contracts with customers, including estimation of costs to complete and determining the timing of revenue recognition. The Group recognises revenue and profit/loss based on 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 is thus dependent on estimates in relation to total estimated costs of each contract. Cost contingencies are included in these estimates to take in to 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 probability of reversal of such revenue is low. Further, Refer to Note No. 47 for the disclosures made in the Consolidated Financial Statements as per Ind AS 115 ‘Revenue from Contracts with Customers’. The procedures performed included the following: • • • • • • • • obtained an understanding of the process followed by the Group in determination of the estimates and contract revenue; performed walkthrough procedures over the process of identification of performance obligation; tested the design and implementation of internal control over the quantification of the estimates used as well as the operating effectiveness of such control; tested segregation of duties while recording the contracts in the Group’s information system and recognising revenue from such contracts; tested the General IT Controls over 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 Ind AS 115 – Revenue from Contracts with Customers; tested sample of contracts for: - - - - appropriate identification of performance obligations; change orders and the impact on the estimated costs to complete; evaluation of reasonability of estimates of costs to complete; and tested the appropriateness of the timing of recognizing the revenue from the contracts; tested the appropriateness of the variable considerations recognised based on the low probability of reversal of such revenue; and tested appropriateness of the disclosures in the financial statements in respect of such construction contracts to ensure compliance with Ind AS 115. Measurement of contract assets in respect of overdue milestones and receivables in respect of overdue invoices. Key audit matter description 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 be based on agreed unit price or lump-sum revenue 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 has 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. Assessing the recoverability of contract assets related to overdue milestones and 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](II)(i) and [1](II)(r) of the Consolidated Financial Statements. 460 Principal Audit Procedures 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; obtained an understanding of the Group’s processes in assessing the recoverability of amounts overdue and process over estimating the expected credit loss allowance; tested the design and operating effectiveness of the key controls over the completeness and accuracy of the key inputs and assumptions into the provisioning model; evaluated controls over authorisation and calculation of provisioning model; for defence contracts which are covered under statutory confidentiality arrangements, for sample of contracts, 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; evaluated the delivery and collection history of customers against whose contracts un-invoiced revenue is recognised; verified for the sample selected, receipts post balance sheet date upto the approval of the financial statements by the Board of Directors of the Parent Company; performed an overall assessment of the expected credit loss provision to determine if they were reasonable considering the Group’s portfolio, risk profile, credit risk management practices and the macroeconomic environment; and tested the appropriateness of the disclosures in the financial statements to ensure compliance with Ind AS 115. 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 on fixed price contracts. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract, efforts/cost incurred till date, efforts/cost required to complete the remaining contract performance obligations. Refer to Note No. [1](II)(i) of the Consolidated Financial Statements. Principal Audit Procedures The procedures performed by component auditors (being other firms of chartered accountants) included the following: • • • • • evaluated the design and implementation of internal controls over recording of actual cost/efforts till date and the process of estimation of cost/efforts required to complete the performance obligations; tested the operating effectiveness of the said internal controls for a selected sample of contracts. selected a sample of new and existing contracts and performed following procedures; o o o read, analysed and identified the distinct performance obligations in these contracts. compared such performance obligations with those identified and recorded by the Group. verified contract terms to determine the transaction price including any variable consideration and verified allocation of the transaction price to each performance obligation after adjusting the estimated variable consideration. in respect of a sample of fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with the efforts/cost recorded and estimated efforts/cost from the corresponding information systems; verified sample of contracts with unbilled revenues to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations. 461 AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Provision for expected credit losses for financial services segment Key audit matter description Significant judgement is used in classifying loan assets measured at amortised cost and applying appropriate measurement principles. The allowance for expected credit losses (“ECL”) on such loan assets, measured at amortised cost, is a critical estimate involving greater level of management judgement. As part of our risk assessment, we determined that the allowance for ECL on loan assets (including undisbursed commitments) has a high degree of estimation uncertainty, with a potential range of reasonable outcomes for the financial statements. The elements in estimating ECL which involve increased level of audit focus are as follows: • • • • • Qualitative and quantitative factors used in staging the loan assets measured at amortised cost; Basis used for estimating Probabilities of Default (“PD”); Basis used for estimating Loss Given Default (“LGD”); Judgements used in projecting economic scenarios and probability weights applied to reflect future economic conditions; Adjustments to model driven ECL results to address emerging trends. Refer Note No. [1](II)(r)(i)(D) of the Consolidated Financial Statements We have examined the policies approved by the Board of Directors of the Company that articulate the objectives of managing each portfolio and their business models (including policies for sale out of amortised cost business model). We have also verified the methodology adopted for computation of ECL (“ECL Model”) that addresses policies approved by the Board of Directors, procedures and controls for assessing and measuring credit risk on all lending exposures measured at amortised cost. Additionally, we have confirmed that adjustments to the output of the ECL Model is consistent with the documented rationale and basis for such adjustments and that the amount of adjustment has been approved by the Audit Committee of the Board of Directors. Our audit procedures related to the allowance for ECL included the following, among others: • Tested the design and effectiveness of internal controls over the: – – – completeness and accuracy of the Exposure at Default (“EAD”) and the classification thereof into stages consistent with the definitions applied in accordance with the policy approved by the Board of Directors including the appropriateness of the qualitative factors to be applied; completeness and accuracy of information used in the estimation of the PD for the different stages depending on the nature of the portfolio; and computation of the ECL including methodology used to determine macro economic overlays and adjustments to the output of the ECL Model. • Also, for a sample of ECL on loan assets: – we tested the input data such as ratings and period of default and other related information used in estimating the PD; – we evaluated reasonableness of LGD estimates by comparing actual recoveries post the loan asset becoming credit impaired with estimates of LGD; – we evaluated the incorporation of the applicable assumptions into the ECL Model and tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. • We also tested the adequacy of the adjustment after stressing the inputs used in determining the output as per the ECL Model and ensured that the adjustment was in conformity with the amount approved by the Audit Committee. • We also assessed the disclosures made in relation to the ECL allowance to confirm compliance with the provisions of Ind AS 107. Principal Audit Procedures 462 Impairment of Toll Collection Rights of certain operating projects who have incurred continuous losses. 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. The Group has carried out an evaluation for impairment of such toll collection rights where indicators of impairment were identified. Due to the multitude of factors and assumptions involved in determining the forecasted revenues/cash flows and discount rate in the projection period, significant judgments are required to estimate the recoverable values. 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 Note No. [1](II)(o) of the Consolidated Financial Statements. Principal Audit Procedures The component auditors (being other firms of chartered accountants) have performed the following audit procedures: • • • • • conducted discussions with Company personnel to identify factors, if any, that should be taken into account in the impairment analysis; 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; evaluated the appropriateness of key assumptions in the valuations including discount rate, growth rate, and consulted internal specialists for such evaluation. 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 component 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; and Increase/decrease to cost forecasts. Physical verification of inventory Key audit matter description The Company’s management conducts physical verification of inventories during the year at reasonable intervals, however, on account of the COVID-19 related lockdown restrictions, management was able to perform year end physical verification of inventories, only at certain locations. Management has carried out other procedures to validate the existence of its inventory as at the year end, such as carrying out consumption analysis, and performing roll-back procedures from the subsequent year end physical verification date to determine the quantities of the inventory at the balance sheet date. Refer Note No. [1](II)(s) of the Consolidated Financial Statements. The procedures performed included the following: • Understood the process and tested the Management’s internal controls to establish the existence of inventory in relation to the process of periodic physical verification carried out by the management, the scope and coverage of the periodic verification programme, the results of such verification including analysis of discrepancies, if any; 463 AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 • • • At selected locations subsequent to year-end, where the management appointed third party independent chartered accountants to perform physical verification, sent instructions to the third party chartered accountants to carry out the physical verification and provided samples to be verified by them. We have received the report of the physical verification carried out by the third party independent chartered accountants. Obtained the roll back procedures performed by the management from the subsequent year-end physical verification date to arrive at the quantities as at the balance sheet date. Traced the samples physically verified by the third party independent chartered accountants roll back workings provided by the management. Inspected, for samples selected, supporting documentation relating to purchases and consumption, and such other third party evidences where applicable. Tested the analytical reviews performed by the Company such as consumption analysis. Information Other than the Financial Statements and Auditor’s Report Thereon i. The Parent’s Company’s Board of Directors is responsible for the other information. The other information comprises 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, standalone financial statements and our auditor’s report thereon. ii. 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 financial statements of the joint operations, subsidiaries, joint ventures and associates audited by the 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 other auditors. If based on the work we have performed, we conclude that there is a 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 Company’s Board of Directors is responsible for the matters stated in section 134(5) of 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 including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its 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 and of its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and its 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent Company, as aforesaid. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities 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 and of its associates and joint ventures are also responsible for overseeing the financial reporting process of the Group and of its 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 464 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 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 Parent Company has adequate internal financial controls system 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 the 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 and its 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 and its 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 and its 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 or business activities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion. 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. We communicate with those charged with governance of the Parent Company and such other entities included in the consolidated financial statements of which we are the independent auditors 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. 465 AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Other Matters • We did not audit the financial information of 28 joint operations included in the standalone financial statements of the companies included in the Group whose financial information reflect total assets of R 3,728.86 crore as at 31st March, 2020, total revenue of R 4,112.64 crore, total net loss after tax of R 119.39 crore, total comprehensive loss of R 119.39 crore and net cash outflows amounting to R 115.90 crore for the year ended 31st March, 2020, 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 the 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 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. • We did not audit the financial information of 68 subsidiaries, whose financial information reflect total assets of R 1,00,047.10 crore as at 31st March, 2020, total revenues of R 36,971.08 crore, total net profit after tax of R 3,965.32 crore, total comprehensive income of R 3,236.04 crore and net cash inflows amounting to R 2,151.28 crore for the year ended 31st March, 2020, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of loss after tax of R 29.61 crore for the year ended 31st March, 2020 and total comprehensive loss of R 2.81 crore for the year ended 31st March, 2020, as considered in the consolidated financial statements, in respect of 3 associates and 8 joint ventures, whose financial information have not been audited by us. These financial information have been audited by other auditors whose reports have 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 subsidiaries, joint ventures and associates, and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associates is based solely on the reports of the other auditors. • We did not audit the financial information of 6 joint operations included in the standalone financial statements of the companies included in the Group whose financial information reflect total assets of R 239.74 crore as at 31st March, 2020, total revenue of R 257.69 crore, total net profit after tax of R 15.40 crore, total comprehensive income of R 15.40 crore and net cash inflows amount to R 32.30 crore for the year ended 31st March, 2020, as considered in the respective standalone financial statements of the companies included in the Group. These financial information are unaudited and have 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. In our opinion and according to the information and explanations given to us by the Management, these financial information are not material to the Group. • We did not audit the financial information of 46 subsidiaries, whose financial information reflect total assets of R 1,019.63 crore as at 31st March, 2020, total revenues of R 742.37 crore, total net loss after tax of R 6.01 crore, total comprehensive loss of R 10.71 crore and net cash inflows amounting to R 36.85 crore for the year 31st March, 2020, as considered in the consolidated financial statements. The consolidated financial statements also include the Group’s share of after tax of R 10.40 crore and total comprehensive loss of R 10.36 crore for the year ended 31st March, 2020, as considered in the consolidated financial statements, in respect of 3 associates and 6 joint ventures, financial information have not been audited by us. These financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint ventures and associates, is based solely on such unaudited financial information. In our opinion and according to the information and explanations given to us by the Management, these financial information are not material to the Group. Our opinion on the consolidated financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and 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 and on the consideration of the reports of the other auditors on the separate financial information of the joint operations, subsidiaries, associates and joint ventures referred to in the Other Matters section above we report, to the extent applicable that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) 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 and the reports of the other auditors. 466 c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity 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. e) On the basis of the written representations received from the directors of the Parent Company as on 31st March, 2020 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its joint operation companies, subsidiary companies, associate companies and joint venture companies incorporated in India, none of the directors of the Group companies, its associate companies and joint venture companies incorporated in India is disqualified as on 31st March, 2020 from being appointed as a director in terms of Section 164 (2) of the Act. f) With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the Parent company, subsidiary 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. 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, In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Parent 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: i. ii. 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 iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent Company and its subsidiary companies, associate companies and joint venture companies incorporated in India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) Sanjiv V. Pilgaonkar (Partner) (Membership No. 039826) UDIN: 20039826AAAADJ8143 Mumbai, June 5, 2020 467 AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT (Referred to in paragraph “(f)” under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”) In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2020, we have audited the internal financial controls over financial reporting of LARSEN & TOUBRO LIMITED (hereinafter referred to as “Parent”) and its subsidiary companies which includes one of the Group’s 35 joint operations which is a company incorporated in India, its associate companies and joint ventures, 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 operation, its associate companies and joint ventures, 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 issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor’s Responsibility Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies, its joint operation, its associate companies and its joint ventures, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued ICAI and the Standards on Auditing (“SA”), 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 other auditors of the subsidiary companies, joint operation, associate companies and joint ventures, 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 operation, its associate companies and its joint ventures, which are companies incorporated in India. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that 468 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 the other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies, its joint operation, its associate companies and joint ventures, 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, 2020, based on the criteria for internal financial controls over financial reporting 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 31 subsidiary companies, 1 joint operation company, 3 associate companies and 7 joint ventures, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to 12 subsidiary companies, 1 associate and 3 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 Partner (Membership No. 039826) UDIN: 20039826AAAADJ8143 Mumbai, June 5, 2020 469 CONSOLIDATED BALANCE SHEET ANNUAL REPORT 2019-20 Consolidated Balance Sheet as at March 31, 2020 ASSETS: Non-current assets Property, plant and equipment Capital work-in-progress Investment property Goodwill Other intangible assets Intangible assets under development Right-of-use assets Financial assets Investments in joint ventures and associates Other investments Loans towards financing activities Other loans 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 towards financing activities Other loans Other financial assets Other current assets Group(s) of assets classified as held for sale TOTAL ASSETS Note As at 31-3-2020 v crore v crore As at 31-3-2019 v crore v crore 2 2 3 4 5 5 61(c)(iii) 43(e) 6 7 8 9 51(d) 10 11 12 13 14 15 16 17 18 19 45(d) 2851.01 4496.72 58589.36 1522.33 638.15 12699.75 40731.52 11324.57 3793.21 41723.42 716.00 2927.87 10103.79 3224.91 3714.72 8011.40 19596.98 86.18 2226.49 10889.56 2483.56 4254.56 1826.91 4222.91 11435.93 – 2642.29 4318.64 57788.88 1481.08 1144.05 68097.57 3846.58 6541.62 67374.94 3418.93 5648.62 5746.65 6413.93 13946.17 36845.87 6509.49 5216.75 42530.82 626.69 2551.25 113916.34 58659.69 4367.21 308140.13 108227.04 52143.06 7.41 278347.36 470 Consolidated Balance Sheet as at March 31, 2020 (contd.) EQUITY AND LIABILITIES: Equity Equity share capital Other equity Note As at 31-3-2020 v crore v crore As at 31-3-2019 v crore v crore 20 21 280.78 66442.44 280.55 62094.25 Equity attributable to owners of the Company Non-controlling interests 66723.22 9520.83 62374.80 6826.11 Liabilities Non-current liabilities Financial liabilities Borrowings Lease liability Other financial liabilities Provisions Deferred tax liabilities (net) Other non-current liabilities Current liabilities Financial liabilities Borrowings Current maturities of long term borrowings Lease liability Trade payables: Due to micro enterprises and small enterprises Due to others Other financial liabilities Other current liabilities Provisions Current tax liabilities (net) 22 23 24 51(d) 25 26 27 28 29 30 31 Liabilities associated with group(s) of assets classified as held for sale 45(d) TOTAL EQUITY AND LIABILITIES CONTINGENT LIABILITIES COMMITMENTS (capital and others) NOTES FORMING PART OF THE FINANCIAL STATEMENTS 32 33 1 to 64 82331.33 1741.60 901.14 74120.79 – 354.83 84974.07 708.67 1453.04 31.09 74475.62 556.84 311.13 0.55 35021.02 23654.77 424.95 479.51 43164.42 4923.23 29223.84 22210.54 – 261.12 42733.69 4622.78 107667.90 30816.67 2750.85 1509.62 1984.17 308140.13 99051.97 31166.55 2443.43 1137.16 3.20 278347.36 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 Mumbai S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai June 5, 2020 471 CONSOLIDATED STATEMENT OF PROFIT AND LOSS ANNUAL REPORT 2019-20 Consolidated Statement of Profit and Loss for the year ended March 31, 2020 2019-20 2018-19 Note v crore v crore v crore v crore 34 35 36 37 38 39 48 51(a) 43(f) 45(e) 51(a) Continuing operations INCOME: Revenue from operations Other income Total income EXPENSES: Manufacturing, construction and operating expenses: Cost of raw materials, components consumed Construction materials consumed Purchase of stock-in-trade Stores, spares and tools consumed Sub-contracting charges Changes in inventories of finished goods, work-in-progress, stock-in-trade and property development 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 Total expenses Profit before exceptional items and tax Exceptional items (net) Profit before tax Tax expense: Current tax Deferred tax (net) Net profit after tax from continuing operations Share in profit/(loss) after tax of joint ventures/associates (net) Profit for the year from continuing operations Discontinued operations Profit from discontinued operations Tax expense of discontinued operations Net profit after tax from discontinued operations Net profit after tax from continuing operations & discontinued operations Other comprehensive income A Items that will not be reclassified to profit or loss: Equity instruments through other comprehensive income Income tax (expenses)/income on equity instruments through other comprehensive income Gain/(loss) on remeasurements of the net defined benefit plans Income tax (expenses)/income on remeasurements of the net defined benefit plans B Share in other comprehensive income of joint ventures/associates (net) 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 Carried forward - Other comprehensive income 145452.36 2360.90 147813.26 135220.29 1836.53 137056.82 15548.66 30316.12 841.09 2184.46 26454.05 647.70 13328.71 8041.88 14771.56 31230.44 887.87 2812.31 26011.91 (731.11) 13264.43 7385.63 97362.67 23114.00 8646.71 2796.66 2462.27 134382.31 13430.95 – 13430.95 3564.58 (301.38) 4402.95 (335.86) 3263.20 10167.75 71.96 10239.71 883.25 228.68 654.57 10894.28 95633.04 17466.40 6791.21 1802.55 1923.03 123616.23 13440.59 294.75 13735.34 4067.09 9668.25 (21.00) 9647.25 845.57 276.24 569.33 10216.58 (386.05) – (205.94) 50.60 115.22 (19.46) – – (386.05) – (30.47) 10.98 (63.01) 7.61 (19.49) 24.52 (55.40) (50.37) (155.34) 27.75 95.76 (417.88) 472 Consolidated Statement of Profit and Loss for the year ended March 31, 2020 (contd.) 2019-20 2018-19 Brought forward - Other comprehensive income Foreign currency translation reserve Income tax (expenses)/income on foreign currency translation reserve Note 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 Share in other comprehensive income of joint ventures/associates (net) 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 - Earnings per share (EPS) of R 2 each from continuing operations: Basic earnings per equity share (R) Diluted earnings per equity share (R) Earnings per share (EPS) of R 2 each from discontinued operations: Basic earnings per equity share (R) Diluted earnings per equity share (R) Earnings per share (EPS) of R 2 each from continuing operations & discontinued operations: Basic earnings per equity share (R) Diluted earnings per equity share (R) Face value per equity share (R) 55 55 55 55 55 55 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1 to 64 v crore 43.60 4.45 (1281.83) 334.42 (29.18) 8.14 v crore (417.88) 48.05 (947.41) (21.04) 23.62 (1314.66) 9579.62 9549.03 1345.25 10894.28 (1032.83) (281.83) (1314.66) 8516.20 1063.42 9579.62 63.38 63.29 4.66 4.66 68.04 67.95 2.00 v crore (34.83) (3.25) (275.64) 106.69 26.65 (9.31) v crore (50.37) (38.08) (168.95) 17.34 10.18 (229.88) 9986.70 8905.13 1311.45 10216.58 (273.99) 44.11 (229.88) 8631.14 1355.56 9986.70 59.45 59.35 4.06 4.05 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 Mumbai S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai June 5, 2020 473 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ANNUAL REPORT 2019-20 Consolidated Statement of Changes in Equity for the year ended March 31, 2020 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: Shares issued on conversion of foreign currency convertible bonds during the year Issued, subscribed and fully paid up equity shares outstanding at the end of the year 2019-20 2018-19 Number of shares v crore Number of shares 1,40,27,29,385 7,83,249 280.55 0.16 1,40,13,69,456 13,59,929 v crore 280.27 0.28 3,79,388 0.07 – – 1,40,38,92,022 280.78 1,40,27,29,385 280.55 B. Other equity v crore Reserves and surplus Items of other comprehensive income Particulars Share application money pending allotment Equity component of foreign currency convertible bonds Capital reserve Capital redemption reserve Securities premium Employee share options (net) Statutory reserves Retained earnings Foreign currency translation reserve Hedging reserve Debt instruments through other compre- hensive income Equity instruments through other compre- hensive income Total other equity Non- controlling interests Total 153.20 – 153.20 – – 282.44 – 282.44 – – 42.00 – 42.00 – – 8363.02 – 8363.02 – – 313.56 – 313.56 – – 3352.91 41077.32 – (1237.65) 3352.91 39839.67 8905.13 (18.72) – – 572.67 – 572.67 – (31.94) 437.77 – 437.77 – (192.40) 24.78 – 24.78 – (55.15) – 54623.23 – (1237.65) – 53385.58 8905.13 – (273.99) 24.22 5201.43 59824.66 (1240.38) (2.73) 5198.70 58584.28 1311.45 10216.58 (229.88) 44.11 – 8886.41 (31.94) (192.40) (55.15) 24.22 8631.14 1355.56 9986.70 – – – – – – – – – – – – – – – – – – – – – – – – – – – – 108.97 – – – – – – – – – – – – – – (12.19) 35.68 – (486.58) 498.77 – – – (2243.18) – – – – (427.02) – 2634.66 – (27.65) – – – – – – – – – (0.37) – – – – – – – – – – – – – – – – 105.41 (0.37) 6.50 – 111.91 (0.37) – – – 35.68 – (2243.18) – 117.43 (199.53) – 153.11 (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 48176.31 540.73 245.00 (30.37) 24.22 62094.25 6826.11 68920.36 Balance as at 31-3-2018 Change in accounting policy [Ind AS 115] Restated balance as at 1-4-2018 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 Transfer from/(to) retained earnings during the year Employee share options (net) Dividend paid for previous year Additional tax on dividend paid for the previous year Net gain/loss on transactions with non-controlling interests Increase in non-controlling interest due to dilution/divestment/acquisition Balance as at 31-3-2019 3.56 – 3.56 – – – (3.56) – – – – – – – – 474 Consolidated Statement of Changes in Equity for the year ended March 31, 2020 (contd.) v crore Reserves and surplus Items of other comprehensive income Particulars Share application money pending allotment Equity component of foreign currency convertible bonds Capital reserve Capital redemption reserve Securities premium Employee share options (net) Statutory reserves Retained earnings Foreign currency translation reserve Hedging reserve Debt instruments through other compre- hensive income Equity instruments through other compre- hensive income Total other equity Non- controlling interests Total – 153.20 282.44 42.00 8471.99 337.05 3851.68 48176.31 540.73 245.00 (30.37) 24.22 62094.25 6826.11 68920.36 Balance as at 31-3-2019 Change in accounting policy [Ind AS 116] [Note 61] Restated balance as at 1-4-2019 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 (including interim dividend) Additional tax on dividend paid Non-controlling interest on acquisition of a subsidiary Net gain/loss on transactions with non-controlling interests Increase in non-controlling interest due to dilution/divestment/acquisition Balance as at 31-3-2020 – – – – – – – – – – – – – – – – – – (153.20) – – – – – – – – 153.20 – – – 282.44 – – – 42.00 – – – 8471.99 – – – 337.05 – – – (79.09) 3851.68 48097.22 9549.03 (150.88) – – – 540.73 – 41.83 – 245.00 – (682.12) – (30.37) – 95.70 (79.09) 24.22 62015.16 9549.03 (1032.83) – (337.36) (24.24) (103.33) 6801.87 68817.03 1345.25 10894.28 (1314.66) (281.83) – 9398.15 41.83 (682.12) 95.70 (337.36) 8516.20 1063.42 9579.62 – – – – – – – – – – – – – – – – – – – – – 127.61 – – – – – – – – – – – – – – – (10.68) 75.12 – – (471.88) 305.87 – – – (3929.61) (748.05) – – – – – – – 360.90 – 24.91 – – – – – – – – – – 0.20 – – – – – – – – – – – – – – – – – – 127.61 0.20 – – 127.61 0.20 – 329.89 – 75.12 – (3929.61) (748.05) – – 7.32 (486.90) (96.42) – 82.44 (4416.51) (844.47) – – – – 2023.88 2023.88 360.90 (360.90) – 24.91 568.56 593.47 282.44 42.00 8599.60 401.49 4157.55 52731.64 582.56 (436.92) 65.33 16.75 66442.44 9520.83 75963.27 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 S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai June 5, 2020 475 CONSOLIDATED STATEMENT OF CASH FLOWS ANNUAL REPORT 2019-20 Consolidated Statement of Cash Flows for the year ended March 31, 2020 A. Cash flow from operating activities: Profit before tax (excluding non-controlling interests and exceptional items) from - - Continuing operations - Discontinued operations Profit before tax including discontinued operations (excluding non-controlling interest and exceptional items) Adjustments for: Dividend received Depreciation, amortisation, impairment and obsolescence Exchange difference on items grouped under financing/investing activities Effect of exchange rate changes on cash and cash equivalents Expenditure on share buy back 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 stake in a subsidiary of developmental projects segment (Gain)/loss on derivatives at fair value through profit or loss Employee stock option-discount forming part of employee benefits expense Non-cash items related to discontinued operations Business combination expenses Impairment of debt instruments Impairment loss recognised on non-current assets held for sale (Gain)/loss on de-recognition of lease liability/right-of-use assets Interest expenses/(income) related to discontinued operations Operating profit before working capital changes Adjustments for: (Increase)/decrease in trade and other receivables (Increase)/decrease in inventories Increase/(decrease) in trade payables and customer advances Cash generated from operations before financing activities (Increase)/decrease in loans and advances towards financing activities Cash generated from operations Direct taxes refund/(paid) [net] Net cash (used in)/from operating activities B. Cash flow from investing activities: Purchase of fixed assets Sale of fixed assets (including advance received) Purchase of non-current investments Sale of non-current investments (Purchase)/sale of current investments (net) Change in other bank balance and cash not available for immediate use 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/associates Dividend received on other investments Settlement of derivative contracts related to current investments Consideration received on disposal of subsidiaries (including advance received) Consideration received on disposal of joint venture Consideration paid on acquisition of subsidiaries Cash & cash equivalents acquired pursuant to acquisition of subsidiaries Cash & cash equivalents (of subsidiaries) classified as held for sale (other than discontinued operations) Consideration paid on acquisition of additional stake in a joint venture Net cash (used in)/from investing activities 2019-20 v crore 13430.95 883.25 14314.20 (101.60) 2462.27 5.69 (88.14) – 2796.66 (829.07) 33.28 (733.84) – (13.19) 190.84 49.44 84.28 350.59 3.93 (1.85) 1.33 18524.82 (11278.83) 353.19 3134.23 10733.41 6.92 10740.33 (4046.45) 6693.88 (3436.82) 137.39 (1870.64) 2245.29 2065.74 1439.82 (115.21) 17.69 837.54 12.53 101.60 13.19 – 43.16 (9895.93) 210.72 (14.34) (48.00) (8256.27) 476 2018-19 v crore 13440.59 845.57 14286.16 (236.91) 1923.03 (97.48) 7.40 17.38 1802.55 (894.99) (590.36) (65.33) (415.61) 21.81 151.00 166.92 – – – – (2.10) 16073.47 (9240.98) 330.58 6819.06 13982.13 (13855.16) 126.97 (4882.80) (4755.83) (4307.38) 807.97 (1862.44) 653.36 (3032.80) (3988.12) (88.67) 43.75 726.80 19.44 236.91 (21.81) 67.00 – (309.86) 33.05 – – (11022.80) Consolidated Statement of Cash Flows for the year ended March 31, 2020 (contd.) C. Cash flow from financing activities: Proceeds from issue of share capital (including share application money) Proceeds from non-current borrowings [Note 50] Repayment of non-current borrowings [Note 50] Proceeds from other borrowings (net) [Note 50] Payment (to)/from non-controlling interest (net)- including sale proceeds on divestment of part stake in subsidiary companies Settlement of derivative contracts related to borrowings Dividends paid Additional tax on dividend Repayment of lease liability [Note 50] Interest paid on lease liability 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 for discontinued operations (classified as held for sale) Cash and cash equivalents at end of the year 2019-20 v crore 17.56 42587.43 (33685.03) 4915.20 (60.05) 308.29 (3929.61) (621.72) (258.03) (162.79) (2739.70) 6371.55 4809.16 6460.23 (151.44) 11117.95 2018-19 v crore 11.31 24181.62 (14081.42) 7765.14 2884.85 308.95 (2243.18) (403.93) – – (2983.17) 15440.17 (338.46) 6798.69 – 6460.23 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 (reflected in Statement of Profit and loss) Add: (ii) Unrealised exchange (gain)/loss on cash and cash equivalents (reflected in Other Comprehensive Income) Less: (iii) Other bank balances disclosed under current assets [Note 15] Less: (iv) 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. 2019-20 v crore 11324.57 3793.21 273.82 15391.60 (116.39) (90.23) 3793.21 273.82 11117.95 2018-19 v crore 6509.49 5216.75 290.07 12016.31 (28.25) (21.01) 5216.75 290.07 6460.23 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 S.N.SUBRAHMANYAN Chief Executive Officer & Managing Director (DIN 02255382) Chennai R.SHANKAR RAMAN Whole-time Director & Chief Financial Officer (DIN00019798) Mumbai M.M.CHITALE Independent Director (DIN00101004) Mumbai SIVARAM NAIR A Company Secretary & Compliance Officer M. No. FCS3939 Mumbai June 5, 2020 477 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements NOTE [1](I) Corporate Information The Consolidated Financial Statements comprise financial statements of “Larsen & Toubro Limited” (“L&T”, the “Parent Company”) and its subsidiaries (collectively referred to as “the Group”) for the year ended March 31, 2020. The principal activities of the Group, its Joint Ventures and associates consist of providing Engineering and Construction solutions in key sectors such as Infrastructure, Hydrocarbon, Power, Process Industries and Defence, Information Technology and Financial Services. Further details of the business operations of the Group are mentioned in Note [46] Segment Information. NOTE [1](II) 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 June 5, 2020. (b) Basis of accounting The Group maintains its accounts on accrual basis following historical cost convention, except for certain assets and liabilities 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, Statement of Profit and Loss and Statement of Changes in Equity 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 investor’s returns. 478 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) (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. 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 divestment or 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 evidence of impairment. When the Group’s share of losses of a joint venture or an 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. 479 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) (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. 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 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. 480 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) 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 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. c. Determining the method to be applied to arrive at the variable consideration requiring an adjustment to the transaction price. Revenue 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 481 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) 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. D. E. 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. In the case of the developmental project business and the realty business, revenue includes profit on sale of investment properties or sale of stake in the subsidiary and/or joint venture companies as the sale/divestments are inherent in the business model. 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 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. 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 482 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) 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/ reduced from underlying expenses 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. (read with Note [1] (II)(y)(i)(b)) (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. All directly attributable costs related to the acquisition of PPE and borrowing costs in case of qualifying assets are 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. Subsequent costs are included in the assets’ carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably. PPE not ready for the intended use on the date of the Balance Sheet are disclosed as “capital work-in-progress”. (Also refer to policies on leases, borrowing costs, impairment of assets and foreign currency transactions below). Depreciation is recognised using straight line method so as to write off the cost of the assets (other than freehold land and properties under construction) less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013, or in case of assets where the useful life was determined by technical evaluation, over the useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life and residual values are also reviewed at each financial year end with the effect of any change in the estimates of useful life/residual value is accounted on prospective basis. Where cost of a part of the asset (“asset component”) is significant to total cost of the asset and useful life of that part is different from the useful life of the remaining asset, useful life of that significant part is determined separately and such asset component is depreciated over its separate useful life. Depreciation on additions to/deductions from, owned assets is calculated pro rata from the date it is ready for use. 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. Freehold land is not depreciated. PPE is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition is recognised in the Statement of Profit and Loss in the same period. 483 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) (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 and borrowing cost capitalised for qualifying assets, in accordance with the Group’s accounting policy. 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, including borrowing costs capitalised for qualifying assets and reduced by accumulated amortisation and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalised as a part of the cost of the intangible assets. Research and development expenditure on new products: (i) Expenditure on research is expensed under respective heads of account in the period in which it is incurred (ii) Development expenditure on new products is capitalised as intangible asset, if all of the following can be demonstrated: A. the technical feasibility of completing the intangible asset so that it will be available for use or sale; B. the Group has intention to complete the intangible asset and use or sell it; C. the Group has ability to use or sell the intangible asset; D. E. F. the manner in which the probable future economic benefits will be generated including the existence of a market for output of the intangible asset or intangible asset itself or if it is to be used internally, the usefulness of intangible assets; the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and the Group has ability to reliably measure the expenditure attributable to the intangible asset during its development. Development expenditure that does not meet the above criteria is expensed in the period in which it is incurred. Intangible assets not ready for the intended use on the date of the Balance Sheet are disclosed as “intangible assets under development”. Intangible assets are amortised on straight line basis over the estimated useful life. The method of amortisation and useful life are reviewed at the end of each accounting year with the effect of any changes in the estimate being accounted for on a prospective basis. The estimated useful life for major categories of the intangible assets are as follows: (i) Specialised software: over a period of three to ten years; (ii) Technical know-how: over a period of three to seven years; (iii) Development costs for new products: over a period of five years; (iv) Customer contracts and relationships: over a period of the contract which generally is over three to ten years; (v) Tradename: over a period of 5 years; (vi) Intangible assets with indefinite useful life that are acquired separately are carried at cost less accumulated impairment losses; 484 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) (vii) 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 (viiii) 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, which may vary based on the future performance of the entity and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of the company suitably adjusted for risks specified to the estimated cash flows of the asset). If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. For this purpose, the impairment loss recognised in respect of a cash generating unit is allocated first to reduce the carrying amount of any goodwill allocated to such cash generating unit and then to reduce the carrying amount of the other assets of the cash generating unit on a pro-rata basis. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit), except for allocated goodwill, is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss (other than impairment loss allocated to goodwill) is recognised immediately in the Statement of Profit and Loss. (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. 485 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) The obligation is measured at the present value of the estimated future cash flows using a discount rate based on the market yield on government securities of a maturity period equivalent to the weighted average maturity profile of the defined benefit obligations at the Balance Sheet date. Re-measurement, comprising actuarial gains and losses, the return on plan assets (excluding amounts included in net interest on the net defined benefit liability or asset) and any change in the effect of asset ceiling (if applicable) is recognised in other comprehensive income and is reflected in retained earnings and the same is not eligible to be reclassified to profit or loss. Defined benefit costs comprising current service cost, past service cost and gains or losses on settlements are recognised in the Statement of Profit and Loss as employee benefits expense. Interest cost implicit in defined benefit employee cost is recognised in the Statement of Profit and Loss under finance cost. Gains or losses on settlement of any defined benefit plan are recognised when the settlement occurs. Past service cost is recognised as expense at the earlier of the plan amendment or curtailment and when the Group recognises related restructuring costs or termination benefits. In case of funded plans, the fair value of the plan assets is reduced from the gross obligation under the defined benefit plans to recognise the obligation on a net basis. (iii) Long term employee benefits: The obligation recognised in respect of long term benefits such as compensated absences, long service award etc. is measured at present value of estimated future cash flows expected to be made by the Group and is recognised in a similar manner as in the case of defined benefit plans vide (ii) B above. Long term employee benefit costs comprising current service cost and gains or losses on curtailments and settlements, re-measurements including actuarial gains and losses are recognised in the Statement of Profit and Loss as employee benefit expenses. Interest cost implicit in long term employee benefit cost is recognised in the Statement of Profit and Loss under finance cost. (iv) Termination benefits: Termination benefits such as compensation under employee separation schemes are recognised as expense when the company’s offer of the termination benefit is accepted or when the Group recognises the related restructuring costs whichever is earlier. (q) Leases Leases are accounted as per Ind AS 116 which has become mandatory from April 1, 2019. Assets taken on lease are accounted as right-of-use assets and the corresponding lease liability is accounted at the lease commencement date. Initially the right-of-use asset is measured at cost which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments, discounted using the Group’s incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate, or a change in the estimate of the guaranteed residual value, or a change in the assessment of purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The right-of-use asset is measured by applying cost model i.e. right-of-use asset at cost less accumulated depreciation/impairment losses . The right-of-use asset is depreciated using the straight-line method from the commencement date to the end of the lease term or useful life of the underlying asset whichever is lower. Carrying amount of lease liability is increased by interest on lease liability and reduced by lease payments made. 486 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) Lease payments associated with following leases are recognised as expense on straight-line basis: (i) Low value leases; and (ii) Leases which are short-term. Assets given on lease are classified either as operating lease or as finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Initially asset held under finance lease is recognised in balance sheet and presented as a receivable at an amount equal to the net investment in the lease. Finance income is recognised over the lease term, based on a pattern reflecting a constant periodic rate of return on Group’s net investment in the lease. A lease which is not classified as a finance lease is an operating lease. The Group recognises lease payments in case of assets given on operating leases as income on a straight-line basis. The Group presents underlying assets subject to operating lease in its balance sheet under the respective class of asset. (Also refer to policy on depreciation, supra) (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 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. 487 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) 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. Trade receivables, security deposits, cash and cash equivalents, employee and other advances – at amortised cost 7. 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. For all other financial assets, expected credit losses are measured at an amount equal to 12-month expected credit losses or at an amount equal to lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. In respect of financial services business, the Group applies a separate model of the expected credit loss for recognising impairment loss on financial assets measured at amortised cost, debt instruments at FVTOCI, lease receivables, trade receivables and other contractual rights to receive cash or other financial asset and financial guarantees not designated as at FVTPL as follows: • • Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit- adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Group estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument. The Group measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the lifetime expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months weighted by the probability of default after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months. 488 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) • 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, trade and other payables are initially recognised at fair value and subsequently 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. Where the hedged forecast transaction results in the recognition of a non-financial asset, such gains / losses are transferred from Hedge Reserve (but not as reclassification adjustment) and included in the initial measurement cost of the non-financial asset. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income and accumulated in equity at that time remains in equity and is recognised in profit or loss when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss. 489 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) (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 realizable 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 costs of purchases, costs of conversion and other costs incurred in bringing the inventories to their present location. Taxes which are subsequently recoverable from taxation authorities are not included in the cost. (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 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. 490 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) 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. (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. 491 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) 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 are not 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 are being 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. 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. Deferred tax assets are generally recognised for all 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. 492 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) Deferred tax assets relating to unabsorbed depreciation/business losses/losses under the head “capital gains”/ other temporary differences are recognised and carried forward to the extent of available taxable temporary differences or where there is convincing other evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets in respect of unutilised tax credits which mainly relate to minimum alternate tax and dividend distribution tax paid or payable by the subsidiary companies are recognised, to the extent it is probable that such unutilised tax credits will get realised, 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 or in case of business combination, is recorded along with the tax as applicable. The Group uses estimates and judgements based on the relevant rulings in the areas of allowances and disallowances which is exercised while determining the provision for income tax. (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. (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. 493 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [1](II) (contd.) (ac) Discontinued Operations and non-current assets held for sale Discontinued operation is a component of the Group that has been disposed of or classified as held for sale and represents a major line of business. 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 made by the management have been explained under respective policies and 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. NOTE [1](III) The Group has assessed the impact of COVID-19 on its financial statements based on the internal and external information upto the date of approval of these financial statements and expects to recover the carrying amounts of its investments, intangible assets, goodwill, trade receivable, project work-in-progress and inventories. The Group will continue to monitor the future economic conditions and update its assessment. 494 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [2] Property, plant and equipment and Capital work-in-progress Cost As at 1-4-2019 Transfer to right-of- use assets Business combination Additions Foreign currency fluctuation Classified as held for sale Deductions As at 31-3-2020 Up to 31-3-2019 Transfer to right-of- use assets Business combination Depreciation Foreign currency fluctuation For the year Classified as held for sale v crore Impairment Book value Deductions Up to 31-3-2020 Up to 31-3-2019 Up to 31-3-2020 As at 31-3-2020 As at 31-3-2019 – 1044.92 23.99 140.69 1185.61 23.99 3943.27 637.27 – (15.27) (15.27) – – – – 169.05 – 3.22 3.22 157.64 921.18 – 440.81 (297.45) 1361.99 (297.45) – 3840.03 39.91 105.60 – – 105.60 39.91 449.32 292.40 7848.42 184.37 8032.79 848.53 0.28 848.81 376.21 0.02 376.23 404.88 7.89 412.77 423.86 13.65 437.51 244.45 129.52 1013.44 – – – – – – – – – – – – – – – – – – 102.88 539.32 27.04 102.88 566.36 – 390.21 293.89 – 390.21 293.89 – 115.23 – 115.23 77.24 – 77.24 52.92 – 52.92 3.06 – 3.06 – – 59.58 – 59.58 52.13 – 52.13 – 55.60 – 1.11 (0.09) 0.97 0.88 33.28 71.39 – 71.39 3.57 – 3.57 3.62 – 3.62 6.68 – 6.68 10.03 – 10.03 – – – 19.88 3.64 23.52 452.86 685.15 – 685.15 51.65 – 51.65 16.75 – 16.75 41.46 – 41.46 9.88 – 9.88 – – – 1.80 – 1.80 218.90 320.93 71.09 392.02 53.76 – 53.76 12.63 – 12.63 21.88 – 21.88 47.63 9.32 56.95 7555.93 3559.16 15.00 140.32 7696.25 3574.16 1430.79 483.66 0.26 1431.07 483.92 0.28 542.92 239.01 – 542.94 239.01 0.02 460.72 221.06 5.78 468.61 226.84 7.89 431.57 209.15 6.55 435.90 215.70 4.33 – – 244.45 185.12 30.05 19.96 – 1014.55 210.53 – 0.32 0.32 13.77 44.80 – 44.80 2.20 – 2.20 3.12 – 3.12 5.91 – 5.91 8.02 – 8.02 – – – 0.94 0.94 92.20 348.10 – 348.10 28.12 – 28.12 – – – 48.10 – – – 11.32 – 11.32 837.43 195.54 – – – 207.79 921.18 1044.92 416.82 129.37 1174.29 1338.00 2898.05 3007.22 211.00 3914.66 22.87 218.07 3937.53 7.07 28.95 – 28.95 29.93 – 29.93 – 3611.34 4260.31 169.37 117.45 3728.79 4429.68 51.80 – 51.80 939.67 0.26 939.93 8.87 – 8.87 12.13 – 12.13 380.74 – 380.74 20.13 – 20.13 3.29 – 3.29 – – – 18.12 – 18.12 34.71 5.81 40.52 273.60 6.34 279.94 234.34 2.08 236.42 – – 43.94 34.14 – 263.87 – – – 0.01 – 0.01 0.24 – 0.24 – – – – – – – – – 491.12 0.02 491.14 364.87 0.02 364.89 0.01 – 0.01 0.24 – 0.24 – – – – – 162.17 0.02 162.19 137.19 0.02 137.21 186.88 1.55 188.43 197.23 2.25 199.48 200.51 150.98 183.58 2.11 185.69 214.71 7.10 221.81 214.40 109.56 – 750.68 802.91 – – – – – – – – – – – – – – – – – – 92.17 – 92.17 310.04 – 310.04 777.63 14.94 792.57 223.69 – 223.69 92.11 – 92.11 67.50 – 67.50 35.66 – 35.66 3.06 – 3.06 – – 49.22 0.56 49.78 52.11 1.34 53.45 13.89 14.18 – 53.34 Class of assets Land Freehold Land - leasehold Sub-total Buildings Plant & equipment Owned Leased out Sub-total Computers Owned Leased out Sub-total Office equipment Owned Leased out Sub-total Furniture and fixtures Owned Leased out Sub-total Vehicles Owned Leased out Sub-total Other assets Aircraft Ships Dredged channel and Breakwater structures Leasehold Improvements – 140.71 1528.12 – 16838.25 (297.45) – 15250.34 Sub-total Total Previous year Add: Capital work-in-progress 73.75 166.37 166.37 130.46 1385.59 1511.97 3.40 1863.01 0.05 0.05 129.50 86.26 1.48 1.48 1282.75 10.81 10.81 768.75 62.52 368.59 1812.71 323.06 17516.36 5723.95 – 364.76 16838.25 4390.38 – – (15.27) – 30.54 127.81 127.81 111.95 829.90 1459.80 1.76 1523.39 0.04 0.04 78.18 43.10 1.33 1.33 502.98 – 209.34 10.24 10.24 – 551.29 398.98 7174.60 224.74 – – 78.19 159.25 1261.42 1205.06 237.97 10103.79 10889.56 – 234.68 5723.95 – 224.74 3224.91 2483.56 13328.70 13373.12 Notes: (a) Carrying value of property, plant and equipment pledged as collateral for liabilities and/or commitments as at March 31, 2020 R 1824.66 crore (previous year: R 2073.80 crore). (b) Carrying value of property, plant and equipment having restriction on title as at March 31, 2020 R 1808.84 crore (previous year: R 2047.41 crore). (c) Depreciation for the year includes R 5.23 crore (previous year: R 7.92 crore) on account of obsolescence. (d) Increase in impairment as on March 31, 2020 is on account of foreign currency fluctuation R 11.15 crore (previous year: R 6.82 crore). Further impairment on capital work-in-progress during the year is Nil (previous year: R 175.55 crore). 495 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [2] (contd.) (e) Owned assets given on operating lease have been presented separately under respective class of assets as “Leased out” pursuant to Ind AS 116 “Leases”. (f) Cost as at April 1, 2019 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 Owned buildings Owned plant and equipment Computers Office equipment Furniture and fixtures Owned vehicles Aircraft Ships Minimum useful life (in years) 15 3 3 2 3 3 3 18 5 41 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 1-4-2019 Additions Foreign currency fluctuation Classified as held for sale Deductions As at 31-3-2020 Up to 31-3-2019 For the period Foreign currency fluctuation Classified as held for sale Land Buildings Total 553.78 1374.62 1928.40 112.17 336.56 448.73 Previous year 1978.65 219.79 Add: Capital work-in-progress 1.01 – 1.01 0.62 2.02 37.90 39.92 11.74 547.64 8.11 1607.39 19.85 2155.03 12.68 38.63 51.31 9.48 31.37 40.85 – (158.02) 112.64 1928.40 34.95 34.78 – 2.79 2.79 – – – – Transfer (to)/from inventories and owners occupied property (105.56) (57.78) (163.34) Transfer (to)/from inventories and owners occupied property – (0.76) (0.76) Deductions Up to 31-3-2020 Up to 31-3-2019 Up to 31-3-2020 As at 31-3-2020 As at 31-3-2019 – 0.22 0.22 22.16 66.23 88.39 4.71 – 4.71 – 525.48 536.39 – 1541.16 1335.99 – 2066.64 1872.38 – (5.17) 13.25 51.31 – 4.71 1648.08 2382.18 3714.72 4254.56 Notes: (a) Carrying value of investment property pledged as collateral for liabilities and/or commitments and having restriction on title as at March 31, 2020 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 3 Rental income derived from investment property Direct operating expenses arising from investment property that generated rental income Direct operating expenses arising from investment property that did not generate rental income Particulars (d) Fair value of investment property: R 5582.46 crore as at March 31, 2020 (previous year: R 6456.76 crore). 2019-20 129.29 5.24 0.63 v crore 2018-19 148.71 7.37 0.67 496 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [3] (contd.) (e) The fair values of investment property have been determined with the help of internal architectural department and independent valuer on a case to case basis. Fair value of property that are evaluated by independent valuer amounted to R 3279.01 crore (previous year: R 2693.38 crore). Valuation is based on government rates, market research, marked trend and comparable values as considered appropriate. (f) Depreciation for the year includes R 15.28 crore impairment, of which R 12.00 crore in respect of investment property classified as held for sale. The investment property having impairment of R 4.71 crore as on 31-3-2019 and R 3.28 crore recognised during the year has been disposed off during the current year. NOTE [4] Goodwill Class of assets Goodwill on consolidation Previous year As at 1-4-2019 1875.01 1609.88 Business combination 6467.91 259.67 Cost Foreign currency fluctuation 48.00 5.46 Additions 2.02 – Classified as held for sale 333.44 – Deductions – – As at 31-3-2020 8059.50 1875.01 NOTE [5] Other Intangible assets and Intangible assets under development Impairment As at 31-3-2020 48.10 48.10 v crore As at 31-3-2019 1826.91 Book value As at 31-3-2020 8011.40 1826.91 Specialised software Technical knowhow Trade names New product design and development Customer contracts and relationship Class of assets As at 1-4-2019 Business Combination Additions Deductions As at 31-3-2020 Up to 31-3-2019 Business Combination 1204.86 120.98 10.10 132.38 – 297.00 137.30 8.34 – 1449.64 115.12 307.10 978.16 57.32 10.10 114.27 – – Cost Foreign currency fluctuation 12.59 – – Classified as held for sale 33.07 14.20 – Amortisation Foreign currency fluctuation 10.29 – – For the year 122.43 24.47 44.55 Classified as held for sale 26.46 13.72 – 292.54 – 58.11 2.03 342.19 10.33 143.72 – 9.63 1.13 145.94 268.69 Fare collection rights 3723.40 5620.57 Total 3015.60 1.21 – 12659.63 3444.98 12864.59 Previous year Add: Intangible assets under development 3178.66 57.73 2386.69 – – 389.46 12.84 – 27.46 12.93 3298.34 16383.03 21563.56 160.72 47.64 1397.66 – – 114.27 308.15 117.05 626.28 – 15.44 5620.57 1148.15 0.01 257.22 – – 186.12 7.08 – 18.50 7.31 4.42 – – 0.16 – – 4.58 v crore Book value Deductions Up to 31-3-2020 As at 31-3-2020 As at 31-3-2019 3.95 – – 0.06 – – 4.01 1194.74 68.07 54.65 254.90 47.05 252.45 226.70 63.66 – 8.48 1.85 148.82 475.95 164.69 1966.58 2822.39 107.97 16218.34 3675.76 19596.98 4222.91 – 15.03 1397.66 86.18 11435.93 19683.16 15658.84 Addition to other intangible assets include internally developed intangible assets: R 106.43 crore (previous year: R 88.02 crore) Notes: (a) Borrowing cost capitalised in accordance with Ind AS 23 “Borrowing Costs” is as follows: Investment property Capital work-in-progress (Property, plant and equipment) Intangible assets under development Class of assets (b) The average capitalisation rate for borrowing cost is 9.83% (previous year: 9.70%). 2019-20 5.73 130.16 726.84 862.73 v crore 2018-19 13.89 134.34 942.07 1090.30 497 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 receipts Units of fund Other investments NOTE [7] 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 As at 31-3-2020 As at 31-3-2019 v crore 579.87 89.20 0.07 1098.28 93.21 2498.65 106.44 31.00 4496.72 v crore 574.21 99.13 1832.55 813.20 19.69 791.07 188.79 – 4318.64 As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 39485.69 199.75 14466.13 129.70 3469.63 188.53 5470.39 3784.50 38843.70 155.71 39285.94 38687.99 14988.60 139.05 14336.43 14849.55 2029.89 178.47 3281.10 1851.42 6270.60 3870.68 1685.89 58589.36 2399.92 57788.88 498 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [8] Non-current assets: Financial assets - Other loans Particulars Security deposits Considered good - unsecured Less: Allowance for expected credit loss Loans and advances to related parties Considered good - unsecured Other loans Considered good - secured Considered good - unsecured 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 Particulars Capital advances: Secured Unsecured Advance recoverable other than in cash Current tax receivable (net) As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 425.26 36.54 244.12 28.30 388.72 1072.90 215.82 1264.11 – 0.08 174.51 113.80 114.87 113.80 60.71 1522.33 1.07 1481.08 As at 31-3-2020 As at 31-3-2019 v crore 273.82 1.04 257.00 54.20 52.09 638.15 v crore 290.07 201.04 432.32 6.15 214.47 1144.05 As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 0.78 271.23 5.38 165.72 272.01 2125.54 4144.07 6541.62 171.10 1986.60 3490.92 5648.62 499 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [11] Current assets: Inventories Particulars Raw materials [include goods-in-transit R 16.56 crore (previous year: R 53.34 crore)] Components [include goods-in-transit R 15.89 crore (previous year: R 31.55 crore)] Construction materials [include goods-in-transit R 17.13 crore (previous year: R 114.55 crore)] Manufacturing work-in-progress Finished goods Stock-in-trade (in respect of goods acquired for trading) [include goods-in-transit R 37.10 crore (previous year: R 38.79 crore)] Stores and spares [include goods-in-transit R 1.14 crore (previous year: R 2.25 crore)] Loose tools [include goods-in-transit Nil (previous year: R 0.05 crore)] Property development projects (including land) As at 31-3-2020 As at 31-3-2019 v crore 860.49 403.39 95.86 467.87 98.56 308.36 295.98 13.38 3202.76 5746.65 v crore 722.75 529.55 221.57 651.70 301.74 386.27 295.49 14.66 3290.20 6413.93 Note: During the year R 83.39 crore (previous year: R 468.74 crore) was recognised as expense towards write-down of inventories. NOTE [12] Current assets: Financial assets - Investments Particulars Equity shares Preference shares Government and trust securities Debentures and bonds Mutual funds Other investments 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 500 As at 31-3-2020 As at 31-3-2019 v crore 3.04 0.68 758.35 3959.79 7677.60 300.29 v crore 8.28 0.68 962.66 4192.93 8781.62 – 12699.75 13946.17 As at 31-3-2020 As at 31-3-2019 v crore 42365.84 1963.85 1386.52 1217.36 v crore 160.37 v crore 38576.64 1989.56 v crore 68.99 40401.99 36587.08 1201.07 1011.27 169.16 40731.52 189.80 36845.87 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 towards financing activities 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 As at 31-3-2020 As at 31-3-2019 v crore 4535.56 173.66 6.64 6608.71 11324.57 v crore 4261.34 624.49 37.44 1586.22 6509.49 As at 31-3-2020 As at 31-3-2019 v crore 1876.65 120.08 0.25 505.61 930.84 359.78 3793.21 v crore 845.70 85.34 0.41 1.10 149.08 4135.12 5216.75 As at 31-3-2020 As at 31-3-2019 v crore 33534.47 61.72 220.84 7584.55 169.82 1147.73 90.95 v crore v crore v crore 34028.69 52.19 130.77 33251.91 33845.73 8108.95 146.77 7414.73 7962.18 801.03 78.12 1056.78 41723.42 722.91 42530.82 501 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [17] Current assets: Financial assets - Other 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 Other loans Considered good - secured Considered good - unsecured 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 loans and advances Less: Allowance for expected credit loss 502 As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 502.72 0.97 – – 508.60 0.46 501.75 508.14 5.07 5.07 – 194.87 0.07 19.31 716.00 – 66.46 0.15 51.94 626.69 As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 8.73 51.83 11.56 61.11 60.56 1748.66 886.42 232.23 72.67 1519.17 919.66 39.75 27.11 758.73 785.84 785.84 27.11 617.30 644.41 644.41 – 2927.87 - 2551.25 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [19] Other current assets Contract assets [Note 47(d)(i)] Particulars As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore Due from customers (construction and project related activity) Retention money including unbilled revenue 36124.80 15724.83 31847.85 14627.48 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 51849.63 5.95 6420.65 149.91 – 233.55 58659.69 7.00 7.00 46475.33 16.88 5276.50 123.51 – 250.84 52143.06 (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 31-3-2020 As at 31-3-2019 Number of shares v crore Number of shares v crore 1,62,50,00,000 325.00 1,62,50,00,000 325.00 1,40,38,92,022 280.78 1,40,27,29,385 280.55 (b) Reconciliation of the number of equity shares and share capital: Particulars 2019-20 2018-19 Number of shares v crore Number of shares Issued, subscribed and fully paid up equity shares outstanding at the beginning of the year 1,40,27,29,385 280.55 1,40,13,69,456 Add: Shares issued on exercise of employee stock options during the year 7,83,249 0.16 13,59,929 v crore 280.27 0.28 Add: Shares issued on conversion of foreign currency convertible bonds during the year 3,79,388 0.07 – – Issued, subscribed and fully paid up equity shares outstanding at the end of the year 1,40,38,92,022 280.78 1,40,27,29,385 280.55 (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. 503 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (d) Shareholder holding more than 5% of equity shares as at the end of the year: Name of the shareholder Life Insurance Corporation of India L&T Employees Trust As at 31-3-2020 As at 31-3-2019 Number of shares 20,91,83,856 18,55,24,682 Shareholding % 14.90 13.22 Number of shares 24,66,76,682 17,21,28,421 Shareholding % 17.59 12.27 (e) Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital: Particulars Employee stock options granted and outstanding # 0.675% 5 years & 1 day US$ denominated foreign currency convertible bonds (FCCB) As at 31-3-2020 As at 31-3-2019 Number of equity shares to be issued as fully paid 25,21,389@ R crore (at face value) 0.50* Number of equity shares to be issued as fully paid 28,85,240@ R crore (at face value) 0.58* – – 95,20,455@ 1.90** * The equity shares will be issued at a premium of R 63.06 crore (previous year: R 71.99 crore) ** The equity shares will be issued at a premium of Nil (previous year: R 1214.50 crore) on the exercise of options by the bond holders # @ Note 20 (h) for terms of employee stock option schemes The number of options have been adjusted consequent to bonus issue wherever applicable (f) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately preceding five years ended March 31, 2020 are 46,67,64,755 (previous period of five years ended March 31, 2019: 46,67,64,755 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, 2020– Nil (previous period of five years ended March 31, 2019: 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 summarised below: Sr. No. i. ii. iii. iv. v. vi. Series reference Particulars Grant price - (R) Grant dates Vesting commences on Options granted and outstanding at the beginning of the year Options lapsed Options granted vii. Options exercised 2000 2002(A) 2002(B) 2003(A) 2003(B) 2006(A) 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2.00 2:00 2.00 2.00 2.00 2.00 7.80 7.80 7.80 7.80 267.10 267.10 1-6-2000 1-6-2001 19-4-2002 19-4-2003 19-4-2002 19-4-2003 23-5-2003 onwards 23-5-2003 onwards 1-7-2007 onwards 23-5-2004 onwards 23-5-2004 onwards 1-7-2008 onwards – – – – 19,800 19,800 – – 48,375 48,375 – – – – – 89,325 89,325 – – – – – – – – – 70,767 1,73,309 4,87,892 27,11,931 35,49,464 70,767 – – 13,837 38,700 52,237 1,05,342 2,64,380 3,51,935 25,200 6,58,915 6,39,890 2,34,441 7,31,012 11,25,488 504 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) Sr. No. Series reference Particulars viii. Options granted and outstanding at the end of the year, of which Options vested Options yet to vest ix. Weighted average remaining contractual life of options (in years) 2000 2002(A) 2002(B) 2003(A) 2003(B) 2006(A) 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 – – – – – – – – – – – – – – – – 1,45,935 1,73,309 23,75,454 27,11,931 49,762 96,173 10,750 6,51,653 9,76,795 1,62,559 17,23,801 17,35,136 Nil Nil Nil Nil Nil Nil Nil Nil 4.63 4.95 4.61 4.15 iii. The number and weighted average exercise price of stock options are as follows: 2019-20 2018-19 Particulars No. of stock options Weighted average exercise price (R) 223.35 257.28 222.40 139.58 251.52 264.28 iv. Weighted average share price at the date of exercise for stock options exercised during the year is R 1065.30 (previous year: (A) Options granted and outstanding at the beginning of the year (B) Options granted (C) Options allotted (D) Options lapsed (E) Options granted and outstanding at the end of the year (F) Options exercisable at the end of the year out of (E) supra Weighted average exercise price (R) 251.52 252.72 249.81 254.20 252.09 248.70 42,65,623 6,65,090 13,59,929 6,85,544 28,85,240 9,87,545 28,85,240 6,97,615 7,83,249 2,78,217 25,21,389 7,01,415 No. of stock options v. R 1272.80) 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 804.63 (previous year: R 986.95) 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 2019-20 2018-19 6.23% 4.12 years 25.40% R 74.07 per option R 1056.34 per option R 252.72 per share 7.44% 4.09 years 25.73% R 65.41 per option R 1225.00 per option R 257.28 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, 2020 is R 99.91 crore (previous year: R 106.91 crore), including R 47.54 crore (previous year: R 52.29 crore) for which the options have been vested to employees as at March 31, 2020. (i) During the year ended March 31, 2020, the Company paid the final dividend of R 18 per equity share for the year ended March 31, 2019. (j) During the year ended March 31, 2020, the Company paid interim dividend of R 10 per equity share amounting to R 1403.89 crore. (k) On June 5, 2020, the Board of Directors recommended a final dividend of R 8 per equity share for the year ended March 31, 2020 subject to approval from shareholders. On approval, the total dividend payment based on number of shares outstanding as on March 31, 2020 is expected to be R 1123.11 crore. 505 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (l) Capital Management The Group continues its policy of a conservative capital structure which has ensured that it retains the highest credit rating. 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 1.85:1 (as at 31-3-2019: 1.81:1). (i) (m) Stock option scheme 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 fulfilment 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 summarised below: ESOP Scheme 2000 ESOP Scheme 2000 Particulars I,II & III IV - XXI U.S. Stock Option Sub-plan 2006 ESOP Scheme 2015 Grant price Grant dates Vesting commences on 2019-20 R 5 2018-19 R 5 2019-20 R 2 2018-19 R 2 2019-20 USD 2.4 2018-19 USD 2.4 2019-20 R 1 2018-19 R 1 1 April 2001 onwards 1 April 2002 onwards 1 October 2001 onwards 1 October 2002 onwards 15 March 2007 onwards 15 March 2008 onwards 10 June 2016 onwards 10 June 2017 onwards Sr. no. i ii iii iv 11,840 – – 21,345 – – 58,190 – – 6,85,302 – – 33,000 – – 39,000 21,16,860 28,50,140 – 3,59,400 – 63,660 – – Options granted and outstanding at the beginning of the year Options reinstated during the year Options granted during the year v vi vii Options allotted/exercised during the year 2,055 9,130 15,065 6,15,091 – 6,000 5,99,565 8,80,600 viii Options lapsed/cancelled during the year 9,785 375 43,125 12,021 33,000 – 55,560 2,12,080 ix x xi Options granted and outstanding at the end of the year Options vested at the end of the year out of (ix) Options unvested at the end of the year out of (ix) xii Weighted average remaining contractual life of options (in years) – – – – 11,840 11,840 – – – – – – 58,190 58,190 – – – – – – 33,000 15,25,395 21,16,860 33,000 6,24,400 1,02,360 – 9,00,995 20,14,500 – 3.8 4.7 (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) 2019-20 2018-19 No. of stock options Weighted average exercise price (R) No. of stock options Weighted average exercise price (R) 22,19,890 63,660 6,16,685 1,41,470 15,25,395 6,24,400 3.50 1.00 1.04 40.06 1.00 1.00 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 28.02 506 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 1581.00 per share (previous year: R 1617.00 per share). (E) Weighted average fair value of options granted during the year is R 1540.66 per share (previous year: R 1649.62 per share). (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 2019-20 6.18% 3 years 17.44% R 148.29 R 1541.55 R 1 2018-19 7.49% 3 years 17.72% R 108.91 R 1650.48 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 shareholder’s value as well as encourage improvement in performance and retention of talent. The options are vested equally over a period of 5 years subject to the discretion of the management and fulfillment of certain conditions. (ii) The exercise period for the options granted under the ESOP Scheme, 2016 would be seven years (84 months) from the date of grant of options or six years (72 months) from the date of first vesting or three years (36 months) from the date of retirement/death, whichever is earlier, subject to any change as may be approved by the Board. The exercise price may be decided by the Board, in such manner, during such period, in one or more tranches and on such terms and conditions as it may deem fit, provided that the exercise price per option shall not be less than the par value of the equity share of our Company and shall not be more than the market price as defined in the SEBI (Share Based Employee Benefits) Regulations, 2014 and shall be subject to compliance with accounting policies under the said regulation. The number of shares to be allotted on exercise of options should not exceed the total number of unexercised vested options that may be exercised by the employee. Details of grant under ESOP Scheme, 2016 is summarised below: Sr. no. i ii iii iv v vi vii viii Particulars Grant price 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 ix Weighted average remaining contractual life of options (in years) ESOP scheme, 2016 2019-20 R 2 28-07-2016 onwards 28-07-2017 onwards 17,38,667 84,000 1,66,000 4,98,233 13,22,434 1,05,074 12,17,360 2.99 2018-19 R 2 32,24,945 1,64,000 2,35,000 15,57,278 17,38,667 82,187 16,56,480 4.51 507 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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: Particulars 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 Sr. no. i ii iii iv v vi 2019-20 2018-19 No. of stock options Weighted average exercise price (R) No. of stock options Weighted average exercise price (R) 17,38,667 1,66,000 4,98,233 84,000 2.00 2.00 2.00 2.00 32,24,945 2,35,000 15,57,278 1,64,000 2.00 2.00 2.00 2.00 2.00 2.00 the year 13,22,434 2.00 17,38,667 Options exercisable at the end of the year out of (v) above 1,05,074 2.00 82,187 (D) Weighted average share price at the date of exercise for stock options exercised during the year is R 1619.53 per share (previous year: R 1435.59 per share). (E) 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. (F) The fair value at grant date of options granted during the year ended 31-3-2020 is R 1588.88 per option and R 1527.59 per option (previous year: R 1231.30 per option). The fair value of grant date is determined using the Black-Scholes Option Pricing Model which takes into account the exercise price, term of option, share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The model inputs for options granted during the year included: Sr. no. i ii iii iv Particulars Weighted average exercise price Grant date Expiry date Weighted average share price at grant date v vi Weighted average expected price volatility of company’s share Weighted average expected dividend yield over life of option vii Weighted average risk-free interest viii Method used to determine expected volatility 2019-20 R 2.00 19-Jul-19 18-Jul-26 R 1660.45 per option R 2.00 18-Oct-19 17-Oct-26 R 1593.30 per option 2018-19 R 2.00 23-Jul-18 22-Jul-25 R 1281.80 per option 24.01% 23.21% 22.47% 5.30% 6.22% 5.08% 6.03% 5.06% 7.67% The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information. (iii) L&T Finance Holdings Limited The Company has formulated Employee Stock Option Schemes 2010 (ESOP Scheme 2010) and 2013 (ESOP Scheme 2013). 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 allotted under the scheme 2010 are vested over a period of four years in the ratio of 15%, 20%, 30% and 35% respectively from the end of 12 months from the date of grant, subject to the discretion of the management and fulfillment of certain conditions. The options granted under the scheme 2013 are vested in a graded manner over a period of four years with 0%, 33%, 33% and 34% of grants vesting each year, commencing from the end of 24 months from the date of grant or w.e.f. July 10, 2019 vested in a graded manner over a period of four years with 25%, 25%, 25% and 25% of grants vesting each year, commencing from the end of 12 months from the date of grant. 508 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (A) The details of the grants are summarised below: Sr. no. Particulars i ii Grant Price Options granted and outstanding at the beginning of the year iii Options granted during the year iv v vi Options cancelled/lapsed during the year Options exercised and shares allotted during the year Options granted and outstanding at the end of the year of which: Options vested Options yet to vest vii Weighted average remaining contractual life of options (in years) * w.e.f. July 10, 2019 Scheme 2010 Scheme 2013 2019-20 2018-19 2019-20 2018-19 R 44.20 R 10.00*/Market Price 49,52,000 2,45,000 12,59,250 10,17,250 29,20,500 42,04,925 15,10,000 3,77,125 3,85,800 49,52,000 4,16,34,600 1,56,63,240 67,64,000 50,04,000 4,51,95,840 3,00,90,000 1,64,90,000 21,95,800 27,49,600 4,16,34,600 6,19,250 23,01,250 5,04,000 44,48,000 89,77,400 3,62,18,440 44,32,000 3,72,02,600 4.78 5.63 5.80 5.92 (B) Average fair value of options granted during the year is R 108.82 per option (previous year: R 58.54 per option). (C) 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. i ii iii iv v vi v Particulars Weighted average risk-free interest rate Weighted average expected life of options Weighted average expected volatility Weighted average expected dividends Weighted average share price Weighted average exercise price Method used to determine expected volatility 2019-20 6.10% 2.94 years 35.28% R 3.25 per option R 120.25 per option R 10.53 per option 2018-19 7.42% 3.24 years 32.78% R 3.65 per option R 168.93 per option R 161.05 per option Expected volatility is based on the historical volatility of the Company’s share price applicable to the expected life of each option. (iv) Mindtree Limited (A) Employee Restricted Stock Purchase Plan 2012 (‘ERSP 2012’) ERSP 2012 was instituted with effect from July 16, 2012 to issue equity shares of nominal value of R 10.00 each. Shares under this program are granted to employees at an exercise price of not less than R 10.00 per equity share or such higher price as determined by the Nomination and Remuneration Committee. Shares shall vest over such term as determined by the Nomination and Remuneration Committee not exceeding ten years from the date of the grant. All shares will have a minimum lock in period of one year from the date of allotment. Sr. no. Particulars 2019-20 No. of stock options Weighted average exercise price (R) i ii iii iv v vi Options granted and outstanding at the beginning of the year Options granted during the year Options exercised during the year Options lapsed/forfeited during the year Options granted and outstanding at the end of the year Options vested at the end of the year out of (v) – 3,60,025 3,60,025 – – – – 10.00 10.00 – – – 509 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [20] (contd.) (B) Other Stock based compensation arrangements The Group has also granted phantom stock options and letter of intent to issue shares under ERSP 2012 plan to certain employees which is subject to certain vesting conditions. Details of the outstanding options/units as at March 31, 2020 are given below: Sr. no. Particulars Total no. of units/shares Vested units/shares Lapsed units/shares Forfeited units/shares Cancelled units/shares i ii iii iv v vi Contractual life vii Grant date viii Grant price per share/unit 2019-20 Phantom stock options plan 5,00,000 4,25,000 – – 75,000 1 year 1-Apr-2018, 24-Jul-2019 R 772 per share/ R 930 per share Sr. no. i ii Particulars Outstanding units/shares as at the beginning of the year Number of units/shares granted under letter of intent during the 2019-20 Employee Restricted Stock Option Plan 2012 ** 3,69,650 year Vested units/shares iii Lapsed units/shares iv v Forfeited units/shares vi Cancelled units/shares vii Outstanding units/shares as at the end of the year viii Contractual life ix Grant date* x Grant price per share/ unit* *Based on letter of intent **Does not include direct allotment of shares 3,12,900 3,60,025 – – 82,075 2,40,450 1-2 years 24-Jul-2019, 2-Aug-2019, 24-Oct-2019, 28-Jan-2020 R 10 per share The weighted average fair value of each unit under the above mentioned ERSP 2012 plan, granted during the year ended March 31, 2020 was R 697.78 using the Black-Scholes model with the following assumptions: Sr. no. Particulars i ii iii iv v vi Weighted average grant date share price Weighted average exercise price Dividend yield % Expected life Risk-free interest rate Volatility 2019-20 R 697.78 R 10.00 0.43% 1-2 years 5.96% 34.72% 510 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [21] Other equity Particulars Equity component of foreign currency convertible bonds Capital reserve [Note 1(II)(g)] Capital reserve Capital reserve on consolidation Capital redemption reserve* Securities premium account [Note 1(II)(u)] Employee share options (net) [Note 1(II)(w)] Employee share options outstanding Deferred employee compensation expense Statutory reserves Debenture redemption reserve ^ Reserve u/s 45 IC of Reserve Bank of India Act, 1934 Reserve u/s 29C of National Housing Bank Act, 1987 Reserve u/s 36(1)(viii) of Income tax Act, 1961 Impairment reserve as per Reserve Bank of India # Retained earnings Foreign currency translation reserve [Note 1(II)(x)(iv)] Hedging reserve [Note 1(II)(r)(iii)(B)] Cash flow hedging reserve Cost of hedging reserve Debt instruments through other comprehensive income [Note 1(II)(r)(i)(B)] Equity instruments through other comprehensive income [Note 1(II)(r)(i)(B)] As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore – 153.20 10.52 271.92 10.52 271.92 282.44 42.00 8599.60 282.44 42.00 8471.99 525.76 (188.71) 401.49 337.05 1423.04 1694.87 146.46 587.31 – 580.76 (179.27) 1407.28 1919.93 168.81 645.71 15.82 4157.55 52731.64 582.56 (421.77) (15.15) 239.11 5.89 (436.92) 65.33 16.75 66442.44 3851.68 48176.31 540.73 245.00 (30.37) 24.22 62094.25 * Capital redemption reserve (CRR): CRR 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): DRR has been created on non-convertible debentures in accordance with the Companies (Share capital and Debenture) Rules, 2014 (as amended). # Impairment reserve as per Reserve Bank of India: Impairment reserve has been created pursuant to circular issued by the Reserve Bank of India where impairment allowance as per Ind AS 109 is lower than the provisioning required as per extant prudential norms. 511 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 31-3-2020 As at 31-3-2019 29336.17 12055.08 41391.25 28587.12 – 124.11 124.11 1404.03 – 1404.03 2227.91 39411.94 28711.08 – – – 37184.03 – – – 120.48 976.29 7865.92 36453.04 120.48 976.29 7859.84 36570.92 0.06 0.06 66520.20 15811.13 82331.33 57298.20 16822.59 74120.79 As at 31-3-2020 As at 31-3-2019 v crore 696.66 0.21 0.44 203.83 901.14 v crore 12.80 139.78 0.65 201.60 354.83 As at 31-3-2020 As at 31-3-2019 v crore 339.63 318.66 19.86 30.52 708.67 v crore 308.36 226.66 14.09 7.73 556.84 Redeemable non-convertible fixed rate debentures Redeemable non-convertible inflation indexed debentures Preference shares Term loans from banks Finance lease obligation Loans guaranteed by directors Nil (previous year: 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 52(b)(i)] Post-retirement medical benefits plan [Note 52(b)(i)] Provision for other employee benefits Other provisions [Note 56(a)] 512 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 31-3-2020 As at 31-3-2019 v crore 31.09 31.09 v crore 0.55 0.55 Particulars Secured Unsecured Total Secured Unsecured Total As at 31-3-2020 As at 31-3-2019 Loans repayable on demand Short term loans and advances from banks Short term loans from others Loans from related parties Commercial paper v crore v crore v crore v crore v crore v crore 4376.42 11953.90 7577.48 7883.29 10726.52 2843.23 3.19 – – 59.68 – 12277.73 12277.73 3.19 59.68 5585.82 1611.78 3974.04 6609.75 4063.24 2546.51 5.99 5.99 – – – – – 17022.28 17022.28 10420.71 24600.31 35021.02 6520.55 22703.29 29223.84 NOTE [27] Current liabilities: Financial liabilities - Current maturities of long term borrowings Particulars Secured Unsecured Total Secured Unsecured Total As at 31-3-2020 As at 31-3-2019 Redeemable non-convertible fixed rate debentures Preference shares 0.675% Foreign currency convertible bonds Term loans from banks Loans guaranteed by directors Nil (previous year: Nil) v crore v crore v crore v crore v crore v crore 9474.52 – – 7930.00 4863.05 14337.57 669.98 – 8647.22 669.98 – 717.22 9111.04 – – 4160.98 3073.62 12184.66 184.19 1363.39 8478.30 184.19 1363.39 4317.32 17404.52 6250.25 23654.77 13272.02 8938.52 22210.54 513 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 As at 31-3-2020 As at 31-3-2019 v crore v crore 237.30 v crore v crore 520.99 109.26 1300.77 47.68 1092.73 1410.03 41517.09 43164.42 1140.41 41072.29 42733.69 As at 31-3-2020 As at 31-3-2019 v crore 114.27 17.99 0.58 1277.04 118.21 3395.14 4923.23 v crore 84.64 15.31 1.13 380.65 145.48 3995.57 4622.78 Particulars As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore Contract liabilities [Note 47(d)(i)] Due to customers (construction and project related activity) Advances from customers Other payables 11666.09 16353.36 11001.87 17270.56 28019.45 2797.22 30816.67 28272.43 2894.12 31166.55 514 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [31] Current liabilities: Provisions Particulars Provision for employee benefits: Gratuity [Note 52(b)(i)] Compensated absences Employee pension scheme [Note 52(b)(i)] Post-retirement medical benefits plan [Note 52(b)(i)] Others Others: Additional tax on dividend Other provisions [Note 56(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 d) Income tax liability (including penalty) that may arise in respect of which the Group is in appeal e) Guarantees or Letter of credit or letter of comfort given to third parties f) Corporate guarantees for debt given on behalf of joint ventures g) Bank guarantees given on behalf of joint ventures 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 l) Share of joint ventures’ contingent liabilities in respect of a legal claim(s) lodged against the entity As at 31-3-2020 As at 31-3-2019 v crore v crore v crore v crore 233.47 1337.85 29.49 21.61 0.83 – 1127.60 254.53 1133.19 28.92 14.97 0.84 1623.25 1432.45 91.62 919.36 1127.60 2750.85 1010.98 2443.43 As at 31-3-2020 As at 31-3-2019 v crore 3630.92 305.37 736.87 1239.61 2258.84 394.94 29.38 7460.44 64.05 5464.89 0.68 193.53 v crore 3354.54 257.37 387.28 947.52 2566.68 427.31 28.93 7586.12 84.92 7187.07 0.68 240.08 Notes: (i) (ii) The Group expects reimbursements of R 11.25 crore (previous year: R 9.30 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 outflows, 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. 515 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [33] Commitments Particulars As at 31-3-2020 As at 31-3-2019 v crore v crore (a) Estimated amount of contracts remaining to be executed on capital account (net of advances): (i) Property, plant and equipment (ii) Intangible assets (iii) Investment property (b) Funding committed by way of equity/loans to Joint venture companies/ other companies: (i) (ii) Other companies (including investment through purchase of Joint venture companies investments from other parties)* 1188.49 187.14 117.02 19.56 – 795.18 929.85 183.83 42.87 10732.85 * The Company had 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 had 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 had also made 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. 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: Lease rentals Property maintenance recoveries Premium earned (net) on related forward exchange contracts Profit on sale of a subsidiary under developmental projects segment Profit on sale of investment property Technical fees Miscellaneous income 516 2019-20 2018-19 v crore v crore v crore v crore 97452.17 3225.64 5649.10 16620.95 14442.06 2065.94 370.14 1321.35 123.38 1.78 353.25 2682.29 150.91 69.71 44.55 – – 0.06 879.08 95787.45 3123.29 5172.01 9330.75 13009.42 2255.75 166.49 857.01 198.45 1.27 618.64 2821.67 144308.05 133342.20 170.00 48.48 32.76 415.61 565.60 1.02 644.62 1144.31 145452.36 1878.09 135220.29 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [35] Other income Particulars 2019-20 2018-19 v crore v crore v crore v crore Interest income [Note 46(a)]: Loans and advances to joint venture and associate companies Investments Others Dividend income: Trade investments Current investments 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) NOTE [36] Manufacturing, construction and operating expenses Particulars Cost of raw materials, components consumed: Raw materials and components Less: Scrap sales 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, 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 109.34 378.65 341.08 1.76 0.60 99.24 113.16 389.71 392.12 829.07 894.99 2.09 176.73 58.09 101.60 733.84 13.19 (33.28) 19.94 696.54 236.91 65.33 (21.81) 24.76 5.07 631.28 2360.90 1836.53 2019-20 2018-19 v crore v crore v crore v crore 15632.01 83.35 14887.42 115.86 15548.66 30316.12 841.09 2184.46 26454.05 14771.56 31230.44 887.87 2812.31 26011.91 98.56 308.36 5748.17 3130.39 72.37 9357.85 55.09 291.28 5609.37 3174.88 115.32 9245.94 Carried forward 9357.85 75344.38 9245.94 75714.09 517 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 Inventorisation of investment property Other manufacturing, construction and operating expenses: Power and fuel Royalty and technical know-how fees Packing and forwarding Rent and hire charges Bank guarantee charges Engineering, professional, technical and consultancy fees Insurance 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 Expenses on construction job in realty business Software development expenses Miscellaneous expenses Finance cost of financial services business and finance lease activity: Interest and other financing charges 2019-20 2018-19 v crore 9357.85 v crore 75344.38 v crore 9245.94 v crore 75714.09 55.09 291.28 5609.37 3174.88 115.32 9245.94 (111.91) 759.61 1922.13 119.52 572.93 2714.02 248.67 2003.15 321.32 632.18 1113.94 90.48 22.22 640.32 (103.28) 12.84 392.48 1759.24 866.55 61.84 224.81 4345.49 3744.40 138.29 8514.83 (731.11) – 647.70 (731.11) 2085.09 42.94 485.06 2930.62 208.40 2084.53 285.08 622.53 1113.65 77.64 23.00 473.21 183.51 148.06 850.63 933.07 717.41 13328.71 13264.43 8041.88 97362.67 7385.63 95633.04 518 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [37] Employee benefits expense Particulars Salaries, wages and bonus Contribution to and provision for: 2019-20 2018-19 v crore v crore 20821.99 v crore v crore 15760.62 Provident fund and pension fund Superannuation/employee pension and social security schemes Gratuity funds [Note 52(b)(ii)] 407.06 199.13 154.25 289.91 212.55 144.75 Expenses on employee stock option scheme Employee medical and 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 and hire charges 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 (net of written back) Less: Allowances for doubtful debts and advances written back Receivable discounting charges -non recourse Impairment of debt instruments Allowances for expected credit loss Loss on fair valuation of loans towards financing activities (net) Recoveries from joint venture and associate companies Exchange (gain)/loss (net) Other provisions 760.44 190.84 411.48 1133.82 (204.57) 23114.00 647.21 151.00 196.85 1052.56 (341.84) 17466.40 2019-20 v crore 62.30 1.61 1759.76 1885.56 v crore 157.71 67.30 113.37 244.17 392.89 946.82 98.85 544.72 1176.94 11.64 227.03 206.94 69.61 63.91 182.24 1230.03 (125.80) 29.38 350.59 2724.43 93.31 (40.40) (438.96) 319.99 8646.71 2018-19 v crore 378.76 2.30 1830.59 1653.15 v crore 120.51 66.45 90.18 526.66 209.28 704.26 38.86 466.49 920.36 8.95 202.14 169.40 68.75 381.06 150.55 796.70 177.44 39.36 – 1789.07 77.62 (46.22) (235.08) 68.42 6791.21 519 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [39] Finance costs Particulars Interest expenses Other borrowing costs Exchange (gain)/loss [net] (attributable to finance costs) 2019-20 v crore 2723.26 12.71 60.69 2796.66 2018-19 v crore 1752.65 12.79 37.11 1802.55 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] 2019-20 Note 38: Sales, administration and other expenses 157.71 67.30 113.37 244.17 392.89 946.82 – 98.85 544.72 1176.94 Note 39: Finance costs Total Note 36: Manufacturing, construction and operating expenses Note 37: Employee benefits expense 2018-19 Note 38: Sales, administration and other expenses R crore Note 39: Finance costs Total 285.08 196.85 – – – – – – – – – – 2079.84 2085.09 640.23 846.17 2958.19 1025.07 2060.76 90.48 121.07 485.06 2930.62 622.53 1113.65 77.64 23.00 1185.04 473.21 3180.09 2084.53 – – – – – – – – – – – 120.51 66.45 90.18 526.66 209.28 704.26 – 38.86 466.49 920.36 – – – – – – – – – – 2205.60 551.51 572.11 3457.28 831.81 1817.91 77.64 61.86 939.70 3004.89 – 1802.55 9188.18 796.70 – 1514.11 – 2796.66 10838.54 7385.63 1230.03 – 2096.58 717.41 Sr. No. 1 2 3 4 5 6 7 8 9 Nature of expenses Power and fuel Packing and forwarding Insurance Rent and hire charges Rates and taxes Travelling and conveyance Repairs to plant and equipment Repairs to buildings General repairs and maintenance 10 11 Engineering, professional, technical and consultancy fees Interest and other financing charges 12 Miscellaneous expenses Note 36: Manufacturing, construction and operating expenses 1922.13 572.93 Note 37: Employee benefits expense – – 321.32 411.48 2714.02 632.18 1113.94 90.48 22.22 640.32 2003.15 8041.88 866.55 – – – – – – – – – 520 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 31-3-2020 As at 31-3-2019 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 L&T Gulf Private Limited ## Larsen & Toubro Infotech Limited Syncordis Software Services India Private Limited Ruletronics Systems Private Limited Lymbyc Solutions Private Limited % Powerup Cloud Technologies Private Limited @ L&T Technology Services Limited L&T Thales Technology Services Private Limited Graphene Semiconductor Services Private Limited Seastar Labs Private Limited Esencia Technologies India Private Limited Mindtree 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 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 # 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 L&T Electricals and Automation Limited L&T Construction Equipment Limited L&T Construction Machinery 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 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 49 50 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 74.53 74.53 74.53 74.53 74.53 74.62 55.22 74.62 74.62 74.62 61.08 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 34.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 NA 100.00 99.00 100.00 68.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 74.53 74.53 74.53 74.53 74.53 74.62 55.22 74.62 74.62 74.62 61.08 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 63.72 34.99 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 NA 100.00 99.00 100.00 68.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 – 74.80 74.80 74.80 – – 78.88 58.37 78.88 78.88 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 NA 100.00 99.00 100.00 68.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 – 74.80 74.80 74.80 – – 78.88 58.37 78.88 78.88 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 NA 100.00 99.00 100.00 68.00 100.00 100.00 100.00 521 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Name of subsidiaries Principal place of business As at 31-3-2020 As at 31-3-2019 Proportion of effective ownership interest (%) Proportion of voting power held (%) Proportion of effective ownership interest (%) Proportion of voting power held (%) Indian subsidiaries 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 India India India India India India India India 100.00 NA 99.90 99.99 95.00 100.00 100.00 100.00 100.00 NA 99.90 99.99 95.00 100.00 100.00 100.00 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 100.00 97.00 99.90 99.99 95.00 100.00 100.00 100.00 Sr. no. 51 52 53 54 55 56 57 58 The company is in process of being struck off from the register of companies The company is reclassified as subsidiary w.e.f. November 20, 2019 due to purchase of additional stake The Group has acquired stake on August 29, 2019 The Group has acquired stake on October 25, 2019 # ## % @ @@ The Group has acquired stake on July 2, 2019 * ** The company is merged with L&T Construction Equipment Limited w.e.f. April 1, 2018 The company is merged with Larsen & Toubro Limited w.e.f. April 1, 2019 Sr. no. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 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 Larsen & Toubro Kuwait Construction General Contracting Company WLL PT Larsen & Toubro Hydrocarbon Engineering Indonesia Larsen & Toubro Electromech LLC L&T Hydrocarbon International FZE L&T Information Technology Services (Shanghai) Co., Ltd. L&T Infotech Financial Services Technologies Inc. Larsen & Toubro Infotech Canada Limited Larsen & Toubro Infotech LLC Larsen & Toubro Infotech South Africa (Proprietary) Limited 522 Principal place of business As at 31-3-2020 As at 31-3-2019 Proportion of effective ownership interest (%) Proportion of voting power held (%) Proportion of effective ownership interest (%) Proportion of voting power held (%) 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 Indonesia Sultanate of Oman UAE China Canada Canada USA South Africa 65.00 49.00 100.00 72.50 70.00 100.00 70.00 100.00 75.00 100.00 49.00 95.00 70.00 100.00 74.53 74.53 74.53 74.53 55.83 65.00 100.00 100.00 72.50 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.00 100.00 100.00 74.53 74.53 74.53 74.53 55.83 65.00 49.00 100.00 72.50 70.00 100.00 70.00 100.00 75.00 100.00 49.00 95.00 70.00 100.00 74.80 74.80 74.80 74.80 56.02 65.00 100.00 100.00 72.50 100.00 100.00 100.00 100.00 100.00 100.00 100.00 95.00 100.00 100.00 74.80 74.80 74.80 74.80 56.02 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Principal place of business As at 31-3-2020 As at 31-3-2019 Proportion of effective ownership interest (%) Proportion of voting power held (%) Proportion of effective ownership interest (%) Proportion of voting power held (%) Sr. no. 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 49 50 51 52 53 54 55 56 57 58 59 60 61 62 Name of subsidiaries Foreign subsidiaries 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 PSF S.A. (formerly known as 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. Lymbyc Solutions Inc. @ L&T Technology Services LLC Graphene Solutions PTE Ltd. Graphene Solutions SDN. BHD. Graphene Solutions Taiwan Limited Esencia Technologies Inc. L&T Technology Services (Shanghai) Co. Ltd @@ L&T Technology Services (Canada) Ltd * Mindtree Software (Shanghai) Co. Limited ** Bluefin Solutions Sdn. Bhd. ** 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 L&T Valves Arabia Manufacturing LLC $$ L&T Valves USA LLC ^ The company is in process of liquidation The company is liquidated on August 20, 2019 63 # % @@ The company has been incorporated on August 6, 2019 ** $$ The Group has acquired stake on July 2, 2019 The company has been incorporated on May 30, 2019 Germany Austria Spain Norway USA Mexico Luxembourg France UK Luxembourg Germany Switzerland Singapore Luxembourg Thailand Australia UK USA USA USA Singapore Malaysia Taiwan USA China Canada China Malaysia UAE Malaysia Kuwait UAE Kingdom of Saudi Arabia Indonesia UK Australia Malaysia UK Malaysia UAE UAE UAE Kingdom of Saudi Arabia USA 74.53 - 74.53 74.53 98.79 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.62 74.62 74.62 74.62 74.62 74.62 74.62 61.08 61.08 - 100.00 49.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 30.00 100.00 100.00 63.72 74.53 - 74.53 74.53 98.79 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.53 74.62 74.62 74.62 74.62 74.62 74.62 74.62 61.08 61.08 - 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 63.72 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 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 – – – – 100.00 100.00 100.00 100.00 ## The company is liquidated on May 16, 2020 @ The Group has acquired stake on August 29, 2019 * $ ^ The company has been incorporated on August 20, 2019 The company is liquidated on January 27, 2020 The company has been incorporated on May 28, 2019 Note: The Group has acquired stake in Bluefin Solutions Inc., USA and Bluefin Solutions Pte Ltd, Singapore on July 2, 2019. These companies have been liquidated on December 17, 2019 and March 20, 2020 respectively. 523 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 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 Magtorq Private Limited Magtorq Engineering Solutions Private Limited India India Qatar UAE India India Sr. no. 1 2 3 4 5 6 As at 31-3-2020 As at 31-3-2019 Proportion of effective ownership interest (%) 50.00 50.00 50.00 49.00 42.85 39.28 Proportion of voting power held (%) 50.00 50.00 50.00 49.00 42.85 39.28 Proportion of effective ownership interest (%) 50.00 50.00 50.00 49.00 42.85 39.28 Proportion of voting power held (%) 50.00 50.00 50.00 49.00 42.85 39.28 # The company is under liquidation Sr. no. Name of joint ventures 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 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 L&T Interstate Road Corridor Limited Ahmedabad-Maliya Tollway Limited L&T Halol-Shamlaji Tollway Limited PNG Tollway Limited L&T Kobelco Machinery Private Limited ## Raykal Aluminium Company Private Limited Indiran Engineering Projects and Systems Kish PJSC 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 As at 31-3-2020 As at 31-3-2019 Principal place of business Proportion of effective ownership interest (%) Proportion of effective ownership interest (%) 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 India Iran 51.00 51.00 50.10 50.00 74.00 51.00 60.00 60.00 – 50.00 51.00 51.00 51.00 52.89 51.01 51.00 51.00 51.00 51.00 63.86 51.00 51.00 24.98 37.74 – 75.50 50.00 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 97.45 97.45 47.75 72.11 51.00 75.50 50.00 # ## The company is reclassified as subsidiary w.e.f. November 20, 2019 due to purchase of additional stake The Group has sold its stake on April 17, 2019 524 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) 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 As at 31-3-2020 Proportion of effective ownership interest (%) 49.00 As at 31-3-2019 Proportion of effective ownership interest (%) 49.00 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 Kingdom 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- India India India India India UAE India O&M Joint Venture L&T- Inabensa Consortium L&T-Delma Mafraq Joint Venture L&T-AL-Sraiya LRDP 6 Joint Venture Larsen & Toubro Limited & NCC Limited Joint Venture Besix-Larsen & Toubro Joint Venture Larsen & Toubro Ltd - Passavant Energy & Environment JV LNT-Shriram EPC Tanzania UJV LTH Milcom Private Limited L&T-Tecton JV L&T-Powerchina JV # Bauer- L&T Geo Joint Venture EMAS Saudi Arabia Ltd India India UAE Qatar India UAE India Tanzania India India UAE India Kingdom of Saudi Arabia L&T Infrastructure Engineering - LEA Associates South Asia JV @ India L&T Infra Engineering JV United Consultancy @@ Bhutan 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 The joint arrangement was entered into on November 27, 2019 # @ The joint arrangement was entered into on February 12, 2020 @@ The joint arrangement was entered into on December 7, 2019 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 50.00 100.00 100.00 75.00 55.00 50.00 50.00 90.00 56.67 60.00 55.00 50.00 50.00 61.00 75.81 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 50.00 100.00 100.00 75.00 55.00 50.00 50.00 90.00 56.67 60.00 – 50.00 50.00 – – 525 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [40] (contd.) Sr. no. Name of joint operations (with specific proportion of activity carried out through the arrangement) Principal place of business 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 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 Sojitz Corporation-Gayathri Projects Ltd-L&T Consortium PESB and Larsen & Toubro Joint Venture Scomi Engineering Bhd-L&T Consortium L&T-PCIPL JV Consortium of M/s. J. Ray McDermott Sdn. Bhd. and M/s. L&T Hydrocarbon Engineering Limited India India India India Qatar India India India India India Oman India India Malaysia India India India Consortium of L&T Hydrocarbon Engineering Limited and EMAS AMC Pte. Ltd. Kingdom of Saudi Arabia 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, Technip France and Technic 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 (for 2 projects) 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) L&T Infrastructure Engineering Limited-CRISIL Risk & Infrastructure Solutions Ltd L&T Infrastructure Engineering Limited-Rites Ltd and KPMG India India 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 interest is reported separately in the Consolidated Balance Sheet. Retained earnings comprise Group’s share in general reserve and balance of Profit and Loss. 526 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [42] 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 2019-20, the Group has sold 3.89% stake in L&T Technology Services Limited. The proceeds on disposal of R 668.95 crore were received in cash. An amount of R 118.37 crore (being the proportionate share of the carrying amount of the net assets of L&T Technology Services Limited) has been transferred to non-controlling interests. The difference of R 550.58 crore between the consideration received and the increase in the non-controlling interests has been credited to retained earnings. 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. (ii) On account of dilution During the year 2019-20, the Group’s continuing interest has reduced on account of dilution due to exercise of ESOPs by 0.19%, 0.26%, 0.38% and 0.04% in L&T Finance Holdings Limited, in Larsen & Toubro Infotech Limited, in L&T Technology Services Limited and Mindtree Limited respectively. The proceeds on dilution of R 39.98 crore were received in cash. An amount of R 89.68 crore (being the proportionate share of the carrying amount of the net assets of L&T Finance Holdings Limited, Larsen & Toubro Infotech Limited, L&T Technology Services Limited and Mindtree Limited) has been transferred to non-controlling interests. The difference of R 49.70 crore between the increase in the non-controlling interests and the consideration received has been debited to retained earnings. 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, in Larsen & Toubro Infotech Limited and in 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. (b) The effect of divestment with ceding of control in subsidiary during the period is as under: Name of subsidiary Marine Infrastructure Developer Private Limited Total v crore Effect on consolidated profit/ (loss) after non-controlling interest Line item in Statement of Profit & Loss in which the gain/(loss) is recognised 2019-20 – – 2018-19 415.61 Other operational income 415.61 527 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [42] (contd.) (c) Disclosure of subsidiaries having material non-controlling interest: (i) Summarised Statement of Profit and Loss Particulars Revenue Profit/(loss) for the year Other comprehensive income Total comprehensive income Effective % of non-controlling interest Profit/(loss) allocated to non-controlling interest (including v crore L&T Finance Limited 2019-20 8184.78 366.28 (149.36) 216.92 36.28% 2018-19 6890.59 845.93 (1.38) 844.55 36.09% L&T Finance Holdings Limited 2018-19 481.73 267.79 (0.32) 267.47 36.09% 2019-20 475.28 266.81 (0.11) 266.70 36.28% consolidation adjustments) 370.93 539.68 (58.38) (28.76) Dividend (including dividend distribution tax) to non- controlling interest – – 137.30 71.87 v crore 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- Larsen & Toubro Infotech Limited L&T Technology Services Limited 2019-20 10287.59 1552.36 (438.10) 1114.26 25.46% 2018-19 9016.17 1475.06 25.87 1500.93 25.20% 2019-20 5225.65 790.03 (260.32) 529.71 25.38% 2018-19 4781.37 700.10 (2.13) 697.97 21.12% 367.53 314.13 189.98 118.82 controlling interest 143.38 115.89 66.10 37.66 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 v crore Mindtree Limited (consolidated)# 2019-20 5917.18 538.17 (438.10) 100.07 38.92% 144.33 211.01 # from the date of acquisition (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 528 v crore L&T Finance Limited L&T Finance Holdings Limited As at 31-3-2020 29825.41 20300.36 9525.05 23163.98 23795.26 (631.28) 8893.77 1734.51 As at 31-3-2019 32026.49 20353.11 11673.38 23810.66 26583.43 (2772.77) 8900.61 1492.01 As at 31-3-2020 1153.20 2099.72 (946.52) 10101.69 1393.23 8708.46 7761.94 2765.91 As at 31-3-2019 866.85 1370.42 (503.57) 9182.03 848.11 8333.92 7830.35 2766.57 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [42] (contd.) 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 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 (iii) Summarised Statement of Cash Flows Particulars Larsen & Toubro Infotech Limited L&T Technology Services Limited v crore As at 31-3-2020 5985.20 2084.65 3900.55 2331.61 1003.32 1328.29 5228.84 1320.47 As at 31-3-2019 4838.98 1482.92 3356.06 1379.71 22.32 1357.39 4713.45 1177.75 As at 31-3-2020 2779.82 980.61 1799.21 1301.88 481.06 820.82 2620.03 672.69 As at 31-3-2019 2271.41 783.45 1487.96 953.93 5.97 947.96 2435.92 507.15 v crore Mindtree Limited (consolidated) As at 31-3-2020 3208.74 1323.75 1884.99 1901.73 676.13 1225.60 3110.59 1829.41 v crore Particulars Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase/(decrease) in cash and cash equivalents L&T Finance Limited 2019-20 4266.99 676.41 (3756.15) 1187.25 2018-19 (7560.70) (2145.81) 10888.36 1181.85 L&T Finance Holdings Limited 2018-19 774.99 (1306.32) 520.56 (10.77) 2019-20 82.24 (1006.23) 924.08 0.09 v crore Particulars Larsen & Toubro Infotech Limited L&T Technology Services Limited 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 # from the date of acquisition 2019-20 1643.93 (578.11) (918.39) 147.43 2018-19 1247.62 (682.89) (595.07) (30.34) 2019-20 664.41 (280.52) (377.23) 6.66 2018-19 739.58 (489.03) (202.13) 48.42 v crore Mindtree Limited (consolidated)# 2019-20 634.00 153.40 (614.70) 172.70 529 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [43] Disclosures 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: Financial liabilities (excluding trade payables) Other liabilities (including trade payables) Total current liabilities Non-current liabilities: Financial liabilities (excluding trade payables) Other liabilities (including trade payables) Total non-current liabilities Non-controlling interest (NCI) Net assets (D) (E) (A+B-C-D-E) L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited (consolidated) As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 v crore 850.71 2500.57 3351.28 514.40 318.67 3112.87 3431.54 501.86 0.05 312.31 312.36 1198.72 0.15 278.67 278.82 923.34 1220.91 2739.12 1089.26 3662.46 2310.17 1255.08 11504.11 11799.38 469.40 1663.34 2132.74 565.09 1918.24 2483.33 1710.89 146.66 1857.55 1585.44 138.37 1723.81 1233.69 420.88 1654.57 2184.58 297.50 2482.08 (A) (B) (C) – – – – 1732.94 4.65 – 4.65 – 1445.42 672.74 15.78 688.52 – (1034.99) 606.25 16.32 622.57 – (812.48) 511.95 9341.03 10690.79 434.73 9852.98 11125.52 161.26 1692.98 163.78 2142.95 (b) Reconciliation of carrying amounts of material joint ventures: Particulars Opening net assets Profit/(loss) for the year (net of NCI) Dividend distributed during the year (including dividend tax) Other comprehensive income (net of NCI) Infusion during the year (including securities premium) Amount adjusted against securities premium Equity component of other financial instruments Other adjustments Closing net assets Group’s share (%) Group’s share Impairment Parent’s investment in group companies Adjusted against other long term interest Other adjustments Carrying amount v crore L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited (consolidated) As at 31-3-2020 1445.42 312.20 As at 31-3-2019 1185.66 279.96 As at 31-3-2020 (812.48) (222.12) As at 31-3-2019 (598.57) (213.89) As at 31-3-2020 1692.98 (284.03) As at 31-3-2019 1349.86 588.70 (28.22) 3.54 (28.22) 8.02 – (0.26) – (0.02) – 56.01 – 24.71 – – – – 1732.94 51.00% 883.80 – – – – 883.80 – – – – – – (0.12) – 1445.42 (1034.98) 51.00% 74.00% (765.88) 737.16 – – – – 731.75 – 34.13 – – 737.16 863.00 – (148.29) – (70.00) – 33.28 – (812.48) 2142.95 74.00% 51.00% 1247.68 (601.24) – – 10.88 – – 594.41 6.83 36.33 1294.89 – – (246.59) 70.00 (93.70) 1692.98 97.45% 1657.53 (288.44) 33.30 – (127.58) 1274.81 530 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [43] (contd.) (c) Summarised Statement of Profit and Loss of material joint ventures: Particulars Revenue Interest Income v crore L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited (consolidated) 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2035.62 2735.70 222.78 211.63 1759.15 1666.57 36.22 20.26 0.20 0.12 137.25 29.71 Depreciation and amortisation (65.00) (62.32) (48.59) (47.65) (487.30) (452.16) Finance cost Tax expense (5.19) (17.72) (199.45) (181.59) (1063.40) (1070.17) (117.60) (137.93) – – (118.47) (36.97) Profit/(loss) from continuing operations (net of NCI) 312.20 279.96 (222.12) (213.89) (284.03) 607.52 Profit from discontinued operations (net of NCI) – – – – – (18.82) Profit/(loss) for the year (net of NCI) 312.20 279.96 (222.12) (213.89) (284.03) 588.70 Other comprehensive income (net of NCI) 3.54 8.02 (0.26) (0.02) 56.01 24.71 Total comprehensive income (net of NCI) 315.74 287.98 (222.38) (213.91) (228.02) 613.41 (d) Financial Information in respect of individually not material joint ventures/associates Particulars Aggregate carrying amount of investment in individually not material joint ventures/associates Aggregate amounts of the Group’s share of: Profit/(loss) for the year Other comprehensive income for the year Total comprehensive income for the year (e) Carrying amount of investments in joint ventures/associates Particulars Non-material associates Non-material joint ventures Sub-total Material joint ventures Total (f) Share in profit /(loss) of joint ventures/associates (net) Particulars Non-material associates Non-material joint ventures Sub-total Material joint ventures Total As at 31-3-2020 672.32 v crore As at 31-3-2019 630.32 55.20 24.93 80.13 66.11 6.02 72.13 As at 31-3-2020 115.02 557.30 672.32 2178.69 2851.01 2019-20 25.88 29.32 55.20 16.76 71.96 v crore As at 31-3-2019 88.52 541.80 630.32 2011.97 2642.29 v crore 2018-19 17.72 48.39 66.11 (87.11) (21.00) 531 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [44] Disclosure pursuant to Ind AS 103 “Business Combinations”: (a) Acquisition of Mindtree Limited: (i) Pursuant to completion of Open Offer on July 2, 2019, the Company acquired 60.06% stake in Mindtree Limited, which is a multinational information technology and outsourcing company headquartered in Bengaluru, India and New Jersey, USA. The stake was acquired in stages through direct share purchase, open market purchases and open offer. The acquisition is in line with the Company’s strategy of expanding its asset light services business portfolio. (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: v crore Mindtree Limited Assets Non-current assets Customer relationships Customer contracts Trade names Property, plant and equipment Fair value of land/building over book value Other non-current assets Current assets Trade receivables Cash and bank balances Other current assets Total Assets Liabilities Non-current liabilities Deferred tax liabilities Other non-current liabilities Current Liabilities Trade payables Other current financial liabilities Other current liabilities Contingent liability taken over [Note(vi)] Total Liabilities Net Assets acquired (iii) Calculation of Goodwill: Purchase consideration for 31.20% stake purchased in open offer (A) Fair valuation of existing 28.86% stake (B) Total consideration (C)=(A+B) Add: Non-controlling interest Less: Fair value of net assets acquired Goodwill 532 2826.40 189.20 297.00 377.70 177.78 974.95 1315.30 190.00 1314.40 1126.18 512.30 235.00 294.10 400.44 26.85 4843.03 2819.70 7662.73 1638.48 956.39 2594.87 5067.86 v crore Mindtree Limited 5038.57 4333.96 9372.53 2023.88 5067.86 6328.55 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [44] (contd.) (iv) Goodwill is attributable to future growth of business out of synergies from this acquisition and assembled workforce. The goodwill is not deductible for income tax purposes. (v) The transaction cost of R 96.39 crore (including R 12.12 crore in previous year) have been expensed in the Statement of Profit and Loss . (vi) Contingent liability of R 26.85 crore has been recognised in respect of certain claims (mainly tax disputes) which have not been acknowledged as debt. (vii) The non-controlling interest (39.94% ownership in Mindtree Limited) recognised at the acquisition date was measured at proportionate share of Mindtree Limited’s net assets. (viii) The Company fair valued its acquisition date stake of 28.86% as on July 2, 2019 and consequently, a loss of R 329.89 crore was recognised in other comprehensive income. (ix) MIndtree Limited has reported revenue of R 5917.18 crore and profit after tax of R 538.17 crore from the date of acquisition till March 31, 2020. Had the entity been acquired from April 1, 2019, it would have reported revenue of R 7764.25 crore and profit after tax of R 630.87 crore during 2019-20. (x) Out of the R 1315.30 crore trade receivables acquired, R 1249.54 crore have been collected during the year. (b) Acquisition of Lymbyc Group: (i) On August 29, 2019, the Group has acquired 100% stake in Lymbyc Solutions Private Limited, a Bengaluru based company, operating in the IT & Technology Services segment. Lymbyc is a specialist Al, machine learning and advanced analytics company with their proprietary product ‘Leni’. The platform has a combination of natural language processing, data visualisation and predictive analytics capabilities. (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: v crore Lymbyc Group Assets Non-current assets Intangible assets (including under development) Software development asset Property, plant and equipment Other non-current assets Current assets Trade receivables Cash and bank balances Other current assets Total Assets Liabilities Non-current liabilities Long term borrowings Deferred tax laibilty Other non-current liabilities Current liabilities Trade payables Other current liabilities Total Liabilities Net Assets acquired 3.70 13.94 0.06 0.86 1.84 0.02 0.23 0.20 3.51 0.60 0.56 3.54 18.56 2.09 20.65 4.31 4.10 8.41 12.24 533 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [44] (contd.) (iii) Calculation of Goodwill: Purchase consideration: Cash (A) Deferred consideration (B) Present value of contingent consideration payable over future years (C) Purchase consideration (D=A+B+C) Less: Fair value of net assets acquired Goodwill v crore Lymbyc Group 12.94 5.00 14.42 32.36 12.24 20.12 (iv) Goodwill is attributable to future growth of business out of synergies from this acquisition and assembled workforce. The goodwill is not deductible for income tax purposes. (v) The Group has recognised contingent consideration in accordance with the terms of the share purchase agreement. The maximum contingent consideration of R 16.00 crore is payable to the promoters of Lymbyc upon achievement of the specified financial targets. The fair value of the contingent consideration is determined by assigning probabilities to achievement of targets. (vi) These entities have reported revenue of R 6.33 crore and profit after tax of R 1.06 crore from the date of acquisition till March 31, 2020. Had the entities been acquired from April 1, 2019, they would have reported revenue of R 9.54 crore and profit after tax of R 0.71 crore during 2019-20. (vii) The transaction costs of R 0.40 crore related to the acquisition have been included in the Statement of Profit and Loss for the year ended March 31, 2020. (viii) Trade receivables acquired have been collected during the year. (c) Acquisition of Powerup Cloud Technologies Private Limited (“Powerup”) (i) On October 25, 2019, the Group has acquired 100% stake in Powerup Cloud Technologies Private Limited, a Bengaluru based company, operating in the IT & Technology Services segment. Powerup is an AWS premier consulting partner with capabilities in cloud consulting, migration, cloud native application development and managed services and also specialises in Azure and GCP cloud Platforms. (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: Assets Non-current assets Property, plant and equipment Deferred tax assets Other non-current assets Current assets Trade receivables Cash and bank balances Other current assets Total Assets 534 v crore Powerup 0.01 2.09 7.69 6.98 0.95 7.09 9.79 15.02 24.81 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [44] (contd.) Liabilities Non-current liabilities Long term borrowings Other non-current liabilities Current liabilities Trade payables Other current liabilities Total Liabilities Net Assets acquired (iii) Calculation of Goodwill: Purchase consideration: Cash (A) Deferred consideration (B) Contingent consideration payable over one year (C) Purchase consideration (D=A+B+C) Less: Fair value of net assets acquired Goodwill v crore Powerup 0.95 7.92 5.90 23.25 Powerup 8.87 29.15 38.02 (13.21) v crore 28.80 5.00 46.65 80.45 (13.21) 93.66 (iv) Goodwill is attributable to future growth of business out of synergies from this acquisition and assembled workforce. The goodwill is not deductible for income tax purposes. (v) The Group has recognised contingent consideration in accordance with terms of share purchase and subscription agreement. The maximum contingent consideration of R 52.13 crore is payable to the promoters and identified employees of Powerup upon achievement of specified financial targets. The fair value of contingent consideration is determined by assigning probabilities to achievement of the targets. (vi) The entity has reported revenue of R 16.12 crore and loss of R 1.55 crore from the date of acquisition till March 31, 2020. Had the entity been acquired from April 1, 2019, it would have reported revenue of R 34.86 crore and loss of R 13.85 crore during 2019-20. (vii) The transaction costs of R 0.47 crore related to the acquisition have been included in the Statement of Profit and Loss for the year ended March 31, 2020. (viii) Out of R 6.98 crore of trade receivables acquired, R 6.62 crore have been collected during the year. 535 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [44] (contd.) (d) Acquisition of further stake in L&T Gulf Private Limited (i) On November 20, 2019, the Group has acquired further 50% stake in L&T Gulf Private Limited. The entity has become a wholly owned subsidiary. It operates in the Hydrocarbon segment. (ii) Assets acquired and liabilities recognised on the date of acquisition are as follows: Assets Non-current assets Property, plant and equipment Deferred tax assets Other non-current assets Current assets Trade receivables Cash and bank balances Other current assets Total Assets Liabilities Current liabilities Trade payables Other current liabilities Total Liabilities Net Assets acquired (iii) Calculation of Goodwill: Purchase consideration paid in cash for 50% stake (A) Fair valuation of existing 50% stake (B) Total (C=A+B) Less: Fair value of net assets acquired Goodwill L&T Gulf Private Limited 0.41 0.48 0.85 4.66 19.76 3.47 3.43 1.78 L&T Gulf Private Limited v crore 1.74 27.89 29.63 5.21 5.21 24.42 v crore 25.00 25.00 50.00 24.42 25.58 (iv) Goodwill is attributable to future growth of business out of synergies from this acquisition and assembled workforce. The goodwill is not deductible for income tax purposes. (v) The entity has reported revenue of R 12.13 crore and profit after tax of R 8.65 crore from the date of acquisition till March 31, 2020. Had the entity been acquired from April 1, 2019, it would have reported revenue of R 14.76 crore and profit after tax of R 1.63 crore during 2019-20. (vi) Out of R 4.66 crore of trade receivables acquired, R 3.40 crore have been collected during the year. (e) The Hon’ble National Company Law Tribunal, Chennai Bench vide order dated March 10, 2020 and the Hon’ble National Company Law Tribunal, Mumbai Bench vide order dated April 24, 2020 have approved the scheme of amalgamation of L&T Shipbuilding Ltd (wholly-owned subsidiary) with the Company (‘the Scheme’), the appointed date being April 1, 2019. Accordingly, the effect of the Scheme has been given in the standalone financials of the Company for the year 2019-20 and 2018-19. (f) The Hon’ble National Company Law Tribunal, Mumbai Bench vide its order dated April 23, 2020 approved the composite scheme of arrangement between L&T Realty Limited, L&T Construction Equipment Limited and L&T Construction Machinery Limited (all wholly-owned subsidiaries of the Company) and their respective shareholders and creditors (‘the Scheme’), the appointed date being April 1, 2018. Accordingly, the effect of the Scheme has been given in the standalone financials of the respective companies for the year 2019-20 and 2018-19. 536 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] 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, 2020 Assets/disposal group Electrical & Automation business [Note (i)] Wealth management business [L&T Capital Markets Limited & L&T Capital Markets (Middle East) Limited] [Note (ii)] Non-current assets (buildings) (L&T Financial Consultants Limited) Current assets (L&T Vision Ventures Limited) Non-current assets (land taken on finance lease and buildings) (Mindtree Limited) Reportable segment Electrical & Automation Financial Services Financial Services Others IT and Technology Services Notes: (i) On May 1, 2018, the Group had signed, subject to regulatory approvals, definitive agreements with Schneider Electric for strategic divestment of its Electrical & Automation (E&A) business [Note 46-composition of E&A business]. The Competition Commission of India (CCI) accorded on April 18, 2019 its approval (the detailed order was uploaded on its website on June 6, 2019) for acquisition of the Group’s E&A business by Schneider Electric subject to fulfilment of certain conditions. As the sale was likely to be completed within the next one year from then, E&A business had been classified as discontinued operations from Q1 2019-20 onwards. The Group remains committed to its divestment plan. Based on the progress of the divestment process and its current status, the Group continues to classify its E&A business as discontinued operation. (ii) Subsequent to the year under review, the Group has divested its entire stake in L&T Capital Markets Limited to IIFL Wealth Finance Limited on April 24, 2020. (b) 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 (buildings) (L&T Financial Consultants Limited) Current assets (L&T Vision Ventures Limited) Reportable segment Financial Services Others (c) The proposed sale is 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 Capital work-in-progress Investment property Goodwill Other intangible assets Intangible assets under development Right-of-use assets Other loans Inventories Trade receivables Cash and cash equivalents Tax assets Other assets Total As at 31-3-2020 v crore As at 31-3-2019 780.95 21.79 25.13 333.44 203.35 122.25 32.83 3.52 1009.04 1184.41 165.78 4.74 479.98 4367.21 1.17 – – – – – – – – – – – 6.24 7.41 537 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [45] (d) The details of assets/ disposal group classified as held for sale and liabilities associated thereto are as under: (contd.) Liabilities associated with group(s) of assets classified as held for sale: Particulars Borrowings Trade payables Provisions Tax liabilities (net) Other liabilities Total (e) The financial performance related to discontinued operations is as under: Particulars Sr. no. (i) (ii) (iii) (iv) (v) (vi) Revenue from operations Other Income Total Income [(i)+(ii)] Total expenses Profit/(loss) before tax [(iii)-(iv)] Tax expenses (vii) Profit/(loss) after tax [(v)-(vi)] As at 31-3-2020 v crore As at 31-3-2019 61.26 1240.34 203.84 21.30 457.43 1984.17 – – – – 3.20 3.20 v crore 2019-20 2018-19 5566.99 6093.63 15.38 5582.37 4699.12 883.25 228.68 654.57 16.02 6109.65 5264.08 845.57 276.24 569.33 (viii) Non-controlling interest - discontinued operations – (0.23) (ix) (x) (xi) Profit for the year attributable to owners of the Company [(vii)-(viii)] Other comprehensive income Total comprehensive income [(ix)+(x)] (f) Summarised statement of cash flows of discontinued operations: Particulars Cash flows from operating activities Cash flows from investing activities Cash flows from financing activities Net increase/(decrease) in cash and cash equivalents 654.57 22.02 676.59 569.10 17.17 586.27 v crore 2019-20 2018-19 570.74 699.92 (118.14) (143.05) (31.00) 421.60 (95.58) 461.29 538 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] Disclosure pursuant to Ind AS 108 “Operating Segment”: (a) Information about reportable segments Particulars Revenue Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 45] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Total Less: Revenue from discontinued operations Elimination Total Segment result [Profit/(Loss) before interest and tax] Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 45] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Total Result of discontinued operations Inter-segment margins on capital jobs Finance costs Unallocated corporate income net of expenditure Exceptional items (net) Profit before tax Tax expense: Current tax Deferred tax (net) Net profit after tax from continuing operations Share in profit/(loss) after tax of joint ventures/associates (net) Profit for the year from continuing operations Discontinued operations Profit from discontinued operations Tax expense of discontinued operations Net profit after tax from discontinued operations Net profit after tax from continuing operations & discontinued operations Non-controlling interest for the year Net profit after tax, non-controlling interests and share in profit/(loss) of joint ventures/associates For the year ended 31-3-2020 Inter-segment External For the year ended 31-3-2019 Total External Inter-segment Total v crore 73036.56 2293.62 2853.18 3970.47 5232.29 17420.45 22135.33 13822.36 4850.33 5070.06 150684.65 5232.29 – 145452.36 740.75 24.84 351.86 8.70 334.70 25.02 199.91 – – 238.66 1924.44 334.70 1589.74 – 73777.31 2318.46 3205.04 3979.17 5566.99 17445.47 22335.24 13822.36 4850.33 5308.72 152609.09 5566.99 1589.74 145452.36 5207.37 236.11 566.01 575.84 888.06 1746.18 3693.23 2678.65 387.28 969.43 16948.16 (888.06) (63.01) (2796.66) 230.52 – 13430.95 (3564.58) 301.38 10167.75 71.96 10239.71 883.25 (228.68) 654.57 10894.28 (1345.25) 9549.03 72418.05 3971.50 2174.22 3751.97 5786.81 15131.58 14371.36 12637.69 5068.04 5695.88 141007.10 5786.81 – 135220.29 73203.76 785.71 3983.09 11.59 2513.66 339.44 3849.24 97.27 6093.63 306.82 15176.23 44.65 14553.10 181.74 12637.69 – 5068.04 – 239.10 5934.99 2006.33 143013.43 6093.63 306.82 1699.51 1699.51 – 135220.29 5388.77 129.88 487.01 472.22 850.09 1178.10 3084.20 3052.64 314.35 776.20 15733.46 (850.09) (5.50) (1802.55) 365.27 294.75 13735.34 (4402.95) 335.86 9668.25 (21.00) 9647.25 845.57 (276.24) 569.33 10216.58 (1311.45) 8905.13 539 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (a) Information about reportable segments (contd.) Particulars As at As at As at As at Segment Assets Segment Liabilities v crore Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 45] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment total Corporate unallocated assets/liabilities Inter-segment assets/liabilities 31-3-2020 31-3-2019 31-3-2020 31-3-2019 80369.92 74848.71 52090.81 50908.92 6126.80 4320.26 7279.68 4370.28 15355.49 26514.97 6030.51 4020.13 7826.76 4183.22 4381.75 1414.15 4265.88 1973.08 4838.09 1517.38 4964.28 2053.88 12224.57 12475.30 10096.59 9647.21 6876.49 2575.96 108481.90 104842.19 95021.16 92973.64 33166.54 10681.05 30998.97 9819.89 8768.35 3546.15 9368.08 3936.13 296666.89 264442.16 190813.12 183232.95 15365.22 (3891.98) 16165.54 (2260.34) 44974.94 (3891.98) 28173.84 (2260.34) Consolidated total assets/liabilities 308140.13 278347.36 231896.08 209146.45 Particulars Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 45] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment total Unallocable Less: Relates to discontinued operations Inter-segment Consolidated total v crore Depreciation, amortisation, impairment & obsolescence included in segment expense Non-cash expenses other than depreciation included in segment expense 2019-20 704.44 2018-19 764.59 2019-20 40.31 2018-19 46.40 38.07 46.29 145.26 46.94 151.56 941.28 78.44 151.77 92.48 2396.53 131.89 46.94 19.21 47.16 56.98 134.03 161.63 151.83 251.34 49.01 207.22 96.77 1920.56 164.10 161.63 – 0.94 1.18 1.40 2.50 2.81 52.08 88.64 – 0.58 190.44 2.90 2.50 – 2.99 2.19 2.59 6.97 7.82 7.25 68.15 – 1.46 145.82 12.15 6.97 – 2462.27 1923.03 190.84 151.00 Note: Impairment loss included in segment expense: Financial Services segment R 12 crore (previous year: Nil), Developmental Projects segment Nil (previous year: R 127.94 crore), Other segment R 3.28 crore (previous year: R 2.08 crore) and Corporate Unallocated R 2.09 crore (previous year: R 146.93 crore). 540 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (a) Information about reportable segments (contd.) Interest income included in segment income Finance costs included in segment expense v crore Profit/(loss) of associates and joint ventures accounted applying equity method not included in segment result 2018-19 2019-20 2018-19 Particulars Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 45] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment total Unallocable Less: Relates to discontinued operations Inter-segment Consolidated total 2019-20 2018-19 2.52 6.37 2019-20 379.58 – – (0.11) 3.21 242.95 36.43 232.10 2.35 60.52 579.97 626.12 3.21 373.81 829.07 – – 1.29 6.61 244.92 5.20 286.25 1.17 66.58 618.39 629.65 6.61 346.44 894.99 – – – – – – 7519.97 562.24 – 8461.79 (365.83) – 54.08 8041.88 297.87 – – – – – – 6859.46 599.54 – 7756.87 (297.87) – 73.37 7385.63 Particulars Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation [Note 45] Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Segment total Unallocable Inter-segment Consolidated total Additions to non-current assets 2019-20 2018-19 1287.98 1251.62 97.67 176.76 185.09 235.19 300.18 12711.68 474.70 2007.26 662.33 18138.84 852.08 (54.47) 18936.45 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 0.80 204.81 (162.88) (1.14) – 9.98 – – (16.88) (0.03) 34.66 37.30 – – 0.96 183.60 (156.81) 0.40 – 17.70 – – (90.38) 6.24 (38.29) 17.29 – – 71.96 (21.00) v crore Investment in associates and joint ventures accounted applying equity method included in segment assets As at 31-3-2020 As at 31-3-2019 6.22 1123.84 – 5.71 – 4.70 933.37 – 6.36 – 419.82 394.60 – – 1296.49 0.20 2852.28 (1.27) – – – 1275.49 26.93 2641.45 0.84 – 2851.01 2642.29 541 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (contd.) (b) Geographical information Particulars India (i) Foreign countries (ii): United States of America Kingdom of Saudi Arabia Sultanate of Oman United Arab Emirates Qatar Netherland Other countries Total foreign countries (ii) Total (i+ii) Less: Discontinued operations Total Revenue by location of customers v crore 2019-20 100897.26 14143.55 4938.82 2966.19 3851.08 3692.20 2677.88 17517.67 49787.39 150684.65 5232.29 145452.36 2018-19 95898.05 8826.86 6575.22 3031.69 6306.93 4146.69 2941.18 13280.48 45109.05 141007.10 5786.81 135220.29 v crore Non-current assets Particulars As at 31-3-2019 38648.66 2113.39 40762.05 (c) Revenue contributed by any single customer in any of the operating segments, whether reportable or otherwise, does not exceed As at 31-3-2020 51262.37 2243.72 53506.09 India Foreign countries Total ten percent of the group’s total revenue. (d) The group’s reportable segments are organised based on the nature of products and services offered by these segments. (e) Segment reporting: basis of identifying operating segments, reportable segments and definition of each reportable segment: (i) Basis of identifying operating segments: Operating segments are identified as those components of the groups (a) that engage in business activities to earn revenues and incur expenses (including transactions with any of the group’s other components); (b) whose operating results are regularly reviewed by the Group’s Corporate Executive Management to make decisions about resource allocation and performance assessment; and (c) for which discrete financial information is available. The group has 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. 542 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [46] (contd.) (iv) Segment composition • • • • • • • • • Infrastructure segment comprises engineering and construction of building and factories, transportation infrastructure, heavy civil infrastructure, power transmission & distribution, water & effluent treatment, 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 (a) design, development, serial production and through life-support of equipment, systems and platforms for Defence and Aerospace sectors and (b) design, construction and repair/refit of defence 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, 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, 2020. 543 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] Disclosure pursuant to Ind AS 115 “Revenue from Contracts with Customers”: (a) Disaggregation of revenue into operating segments and geographical areas: Segment Domestic Foreign Total Other revenue Revenue as per Ind AS 115 2019-20 Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation (discontinued operations) Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Total Less: Revenue from discontinued operations Revenue from continuing operations 54988.27 1848.75 1390.92 3624.88 3904.50 9804.07 1834.31 669.83 3712.05 4448.14 86225.72 3904.50 82321.22 17883.72 385.96 1428.61 342.40 1320.59 7527.39 20301.02 – – 570.69 49760.38 72871.99 2234.71 2819.53 3967.28 5225.09 17331.46 22135.33 669.83 3712.05 5018.83 135986.10 164.57 58.91 33.65 3.19 7.20 88.99 – 13152.53 1138.28 51.23 14698.55 1320.59 48439.79 5225.09 130761.01 7.20 14691.35 5232.29 145452.36 Segment Domestic Foreign Total Other revenue Revenue as per Ind AS 115 2018-19 Infrastructure Power Heavy Engineering Defence Engineering Electrical & Automation (discontinued operations) Hydrocarbon IT & Technology Services Financial Services Developmental Projects Others Total Less: Revenue from discontinued operations Revenue from continuing operations 53212.17 2583.78 964.08 3420.43 4234.45 7174.51 1217.91 1135.97 3521.39 4581.92 82046.61 4234.45 77812.16 544 19095.51 1383.77 1184.05 331.54 1533.30 7945.69 13153.45 – – 443.95 45071.26 72307.68 3967.55 2148.13 3751.97 5767.75 15120.20 14371.36 1135.97 3521.39 5025.87 127117.87 110.37 3.95 26.09 – 19.06 11.38 – 11501.72 1546.65 670.01 13889.23 1533.30 43537.96 5767.75 121350.12 19.06 13870.17 5786.81 135220.29 v crore Total as per Statement of Profit and Loss/ Segment report 73036.56 2293.62 2853.18 3970.47 5232.29 17420.45 22135.33 13822.36 4850.33 5070.06 150684.65 v crore Total as per Statement of Profit and Loss/ Segment report 72418.05 3971.50 2174.22 3751.97 5786.81 15131.58 14371.36 12637.69 5068.04 5695.88 141007.10 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) (b) Break up of revenue (as per Ind AS 115) into over a period of time and at a point in time: Year 2019-20 2018-19 Continuing operations 120248.36 110735.81 Over a period of time At a point in time Discontinued operations Total Continuing operations Discontinued operations 276.15 462.40 120524.51 111198.21 10512.65 10614.31 4948.94 5305.35 15461.59 15919.66 v crore Total (c) Movement in expected credit loss (“ECL”) during the year: Particulars Opening balance as at April 1 Transition impact of Ind AS 115 Changes in allowance for ECL: Provision/(reversal) of allowance for ECL Additional provision (net) Write off as bad debts Translation adjustment Classified as held for sale Addition on account of business combination Closing balance as at March 31 (d) Contract balances: (i) Movement in contract balances during the year - Provision on trade receivables Provision on contract assets v crore 2019-20 3000.83 – 313.00 178.37 (194.62) 12.12 (154.10) 25.61 3181.21 2018-19 2900.10 – 84.34 265.62 (249.23) – – – 2019-20 856.31 – 2018-19 121.85 780.87 173.42 (198.80) 2.14 – 3.40 (23.25) 0.03 155.14 (2.75) – – – 3000.83 1012.05 856.31 2019-20 2018-19 v crore Particulars Contract assets (A) Contract liabilities (B) Net contract balances (A-B) Contract assets (A) Contract liabilities (B) Net contract balances (A-B) Opening balance as at April 1 46475.33 28272.43 18202.90 42194.20 24196.28 17997.92 Closing balance as at March 31 51849.63 28019.45 23830.18 46475.33 28272.43 18202.90 Net increase/(decrease) 5374.30 (252.98) 5627.28 4281.13 4076.15 204.98 Balances as at March 31, 2020 does not include balances classified as held for sale. Note: During the current year, increase in net contract balances is primarily due to higher revenue recognition as compared to progress bills raised. During the previous year, increase in net contract balances is primarily due to higher revenue recognition as compared to progress bills raised and Ind AS 115 transition adjustment. 545 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) (ii) Revenue recognised from opening balance of contract liabilities amounts to R 7536.12 crore (previous year: R 9724.78 crore). (iii) Revenue recognised from the performance obligation satisfied (or partially satisfied) upto previous year (arising out of contract modifications) amounts to R 295.31 crore (previous year: R 221.00 crore). (e) Cost to obtain/fulfil the contract: (i) Amortisation in Statement of Profit and Loss: R 18.97 crore (previous year: R 5.32 crore). (ii) Recognised as contract assets as at March 31, 2020 R 118.87 crore (as at March 31, 2019 R 30.26 crore) (f) Reconciliation of contracted price with revenue during the year: v crore Opening contracted price of orders on hand as at April 1* 640145.61 560785.57 Particulars 2019-20 2018-19 Add: Fresh orders/change orders received (net) 176430.35 160021.63 Increase due to additional consideration recognised as per contractual terms/(decrease) due to scope reduction (net) Addition on account of business combination Increase due to exchange rate movements (net) Less: Orders completed during the year Closing contracted price of orders on hand as at March 31* (24041.59) 2320.76 6929.54 75306.08 726478.59 2164.52 – 2798.27 85624.38 640145.61 Total revenue recognised during the year Less: Revenue out of orders completed during the year 135986.10 34451.56 127117.87 27545.23 Revenue out of orders under execution at the end of the year (I) 101534.54 99572.64 Revenue recognised upto previous year (from orders pending completion at the end of the year) (II) Increase/(decrease) due to exchange rate movements (net) (III) Balance revenue to be recognised in future viz. Order book (IV) Closing contracted price of orders on hand as at March 31* (I+II+III+IV) Closing contracted price of orders on hand at the end of the year - Continuing operations Closing contracted price of orders on hand at the end of the year - Discontinued operations * including full value of partially executed contracts (g) Remaining performance obligations and its expected conversion into revenue: 304746.53 2422.33 317775.19 726478.59 722210.41 4268.18 242938.20 (68.63) 297703.40 640145.61 v crore Remaining performance obligation As at March 31, 2020 Total Continuing operations Discontinued operations As at March 31, 2019 Total 317775.19 Upto 1 Year 126750.06 From 1 to 2 years 104518.84 Expected conversion in revenue From 3 to 4 years 19742.88 From 2 to 3 years 58127.31 From 4 to 5 years 4517.78 Beyond 5 years 4118.32 315199.16 124719.69 104141.46 58051.78 19719.71 4500.33 4066.19 2576.03 297703.40 2030.37 116804.46 377.38 108730.85 75.53 44795.85 23.17 16996.20 17.45 5926.62 52.13 4449.42 546 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [47] (contd.) (h) The Group has undertaken a project for construction, operation and maintenance of the Metro Rail System on Design-Build- Finance-Operate-Transfer (DBFOT) basis as per the concession agreement with the government authorities. The significant terms of the arrangement are as under: Period of the concession Remuneration Initial period of 35 years and extendable by another 25 years at the option of the concessionaire subject to fulfilment of certain conditions under concession agreement. Fare collection rights from the users of the Metro Rail System, license to use land provided by the government for constructing depots and for transit oriented development and earn lease rental income on such development and grant of viability gap fund. Funding from grantor Viability Gap Funding of R 1458 crore. Infrastructure return at the end of the concession period Renewal and termination options Being DBFOT project, the project assets have to be transferred at the end of concession period. Further extension of 25 years will be granted at the option of the concessionaire upon satisfaction of Key Performance Indicators laid under the concession agreement. This option is to be exercised by the concessionaire during the 33rd year of the initial concession period. Termination of the concession agreement can either be due to (a) Force Majeure (b) Non Political event (c) Indirect political event (d) Political event. On occurrence of any of the above events, the obligations, dispute resolution, termination payments etc are as detailed in the concession agreement. 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. Intangible assets have been recognised towards rights to charge the users of the utility R 512.75 crore (previous year: R 387.33 crore) [included in Note 47 (a) above] Classification of service arrangement Construction revenue recognised NOTE [48] Exceptional item for 2018-19 represents recognition of certain customer dues which were written off earlier subsequently considered recoverable. 547 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [49] 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 Inventories Trade receivables Other loans Other financial assets Other current assets Note As at 31-3-2020 As at 31-3-2019 Within twelve months After twelve months Total Within twelve months After twelve months v crore Total 11 13 17 18 19 3637.58 2109.07 5746.65 5318.60 1095.33 6413.93 40284.22 447.30 40731.52 36453.46 392.41 36845.87 716.00 2926.52 – 716.00 625.59 1.10 626.69 1.35 2927.87 2551.25 – 2551.25 49689.89 8969.80 58659.69 44772.56 7370.50 52143.06 (b) Current liabilities expected to be settled within twelve months and after twelve months from the reporting date: Sr. No. 1 2 3 4 5 Particulars Lease liability Trade payables: Due to micro enterprises and small enterprises Due to others Other financial liabilities Other current liabilities Provisions Note As at 31-3-2020 As at 31-3-2019 Within twelve months After twelve months Total Within twelve months After twelve months v crore Total 374.37 50.58 424.95 – – – 423.25 56.26 479.51 252.96 8.16 261.12 28 29 30 31 41695.77 1468.65 43164.42 41583.63 1150.06 42733.69 4902.41 20.82 4923.23 4542.62 80.16 4622.78 25575.15 5241.52 30816.67 26333.88 4832.67 31166.55 2536.17 214.68 2750.85 2270.39 173.04 2443.43 548 Sr. No. a b c d e f g h i j k l n o p q Notes forming part of the Consolidated Financial Statements (contd.) NOTE [50] Disclosure pursuant to Ind AS 7 “Statement of Cash Flows” - Changes in liabilities arising from financing activities: Particulars Non- current borrowings (Note 22) Current borrowings (Note 26) Current maturities of long term borrowings (Note 27) Non- current lease liability Current lease liability Balance as at 1-4-2018 72914.76 19331.85 15277.47 Changes from financing cash flows 8493.76 7765.14 1606.44 The effect of changes in foreign exchange rates 46.45 210.74 240.30 NA Interest accrued (net of interest paid) (250.03) 0.11 (81.82) Other changes (transfer within categories) (7084.15) 1916.00 5168.15 v crore Total 107524.08 17865.34 497.49 (331.74) – Balance as at 31-3-2019 (f = a to e) 74120.79 29223.84 22210.54 – – 125555.17 Transition impact of Ind AS 116 Additions to lease liability (0.06) – – – – – 876.58 380.66 298.48 1175.00 279.57 660.23 Changes from financing cash flows 29105.80 4915.20 (20203.40) (58.66) (199.37) 13559.57 The effect of changes in foreign exchange rates 391.81 246.68 157.81 41.25 4.61 842.16 Interest accrued (net of interest paid) (142.63) 696.56 399.10 – – 953.03 Other changes (transfer within categories) (21145.53) 21145.53 (58.90) 58.90 – m Conversion to equity De-recognition of lease liability Liabilities classified as held for sale – – – (61.26) – – – (54.81) – – (15.17) (1.12) – (17.57) – – – (54.81) (16.29) (78.83) Addition on account of business combination 1.15 – 575.84 1.45 578.44 Balance as at 31-3-2020 (q = f to p) 82331.33 35021.02 23654.77 1741.60 424.95 143173.67 Amounts reported in Statement of Cash Flows under financing activities - Sr. No. Particulars a b c d e Proceeds from non-current borrowings Repayment of non-current borrowings Proceeds from other borrowings (net) Repayment of lease liability Total changes from financing cash flows (e = a to d) 2019-20 42587.43 v crore 2018-19 24181.62 (33685.03) (14081.42) 4915.20 (258.03) 7765.14 – 13559.57 17865.34 549 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [51] 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 and Loss [(i)+(ii)] Income tax expense attributable to: Profit from continuing operations Profit from discontinued operations (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 2019-20 v crore 2018-19 3983.86 (148.77) (80.96) 3754.13 5001.69 (567.92) 259.55 4693.32 (251.71) (349.72) (752.38) 741.84 (262.25) (0.27) – (349.99) 3491.88 4343.33 3263.20 228.68 3491.88 4067.09 276.24 4343.33 (49.19) (49.19) (1.41) (1.41) 36.29 – 36.29 (8.14) (370.71) 19.46 (4.45) (363.84) (378.15) (31.03) (31.03) (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) 550 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [51] (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 from: Continuing operations Discontinued operations Corporate tax rate as per Income tax Act, 1961 Tax on accounting profit [(c)=(a)*(b)] Tax on Income exempt from tax: (i) Dividend income and interest on tax free bonds Tax on expense not tax deductible: (A) Corporate Social Responsibility expenses (B) Expenses in relation to exempt income (C) Tax on employee perquisites borne by the Group (ii) (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 Tax effect of losses of current year on which no deferred tax benefit is recognised (v) (vi) (vii) Effect of tax paid on foreign source income which is exempt from tax in India (viii) Effect on deferred tax due to change in income tax rate (ix) (x) Total effect of tax adjustments [(i) to (x)] Tax expense recognised during the year[(e)=(c)-(d)] Effective tax rate [(f)=(e)/(a)] Effect of tax benefit on business combination under common control Tax effect on various other Items (e) (f) 2019-20 13430.95 883.25 14314.20 25.17% 3602.60 v crore 2018-19 13735.34 845.57 14580.91 34.94% 5095.16 (7.08) (69.75) 69.39 80.04 2.08 (0.76) 60.10 48.58 1.57 (151.25) (6.83) 168.15 (856.79) 106.56 (254.55) 741.84 (164.47) 179.85 (110.72) 3491.88 24.39% (773.88) 580.92 (321.18) – (228.35) (66.74) (751.83) 4343.33 29.79% The Parent Company and some of the subsidiaries have opted to pay the tax under section 115BAA of the Income Tax Act,1961. Accordingly, (a) the provision for current and deferred tax has been determined at the rate of 25.17%, (b) the deferred tax assets and deferred tax liabilities as on April 1, 2019 have been restated at the rate of 25.17% and (c) the unutilised credit for minimum alternate tax as on April 1, 2019 has been written-off. (c) (i) Unused tax losses and unused tax credits for which no deferred tax asset is recognised in Balance Sheet: Particulars As at 31-3-2020 v crore Expiry year As at 31-3-2019 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 FY 2021-35 FY 2021-28 3554.29 10425.08 614.58 – 14593.95 3615.27 8084.24 3901.55 199.12 15800.18 FY 2020-34 FY 2020-27 FY 2029-34 551 v crore As at 31-3-2019 783.94 2491.23 78.08 3353.25 v crore Deferred tax liabilities/ (assets) as at 31-3-2020 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [51] (contd.) (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) (c) Other items giving rise to temporary differences Total (d) Major components of deferred tax liabilities and deferred tax assets: As at 31-3-2020 628.25 2718.10 78.08 3424.43 Particulars Deferred tax liabilities: - Difference between book base and tax base of property, plant & equipment, investment property and intangible assets - Disputed statutory liabilities paid and claimed as deduction for tax purposes but not debited to Statement of Profit and Loss - Gain on derivative transactions to be offered for tax purposes in the year of transfer/settlement - Other items giving rise to temporary differences Deferred tax liabilities: Offsetting of deferred tax liabilities with deferred tax (assets) Net deferred tax liabilities Deferred tax (assets): - Provision for doubtful debts, 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): Offsetting of deferred tax (assets) with deferred tax liabilities Net deferred tax (assets) Net deferred tax liability/(assets) 552 Deferred tax liabilities/ (assets) as at 31-3-2019 Charge/ (credit) to retained earnings Charge/ (credit) to Statement of Profit and Loss Effect due to acquisition/ disposal Classified as held for sale Charge/(credit) to other comprehensive income Exchange difference Debit/(credit) to hedge reserve (other than through OCI) Reversal of deferred tax asset on DDT credit utilised during the year 1663.57 – (242.14) 157.21 – (23.55) – – – – – – – – (68.68) – (68.68) – (217.84) (483.53) 1170.38 1170.38 (19.72) (19.72) 70.71 (401.53) 1489.96 (1178.83) 311.13 (2206.94) (291.32) (283.03) (119.18) (793.84) 40.08 – – – – – – – – – 470.09 (63.40) 86.50 (737.86) 480.86 (5.03) – – (2.15) – – – – – 3.98 – (1.13) – – – 9.13 – – (280.44) 0.07 – – – – – – – – – – – – – – – – – – – – – – – 1421.43 – 133.66 – 2.03 (1.87) (1.87) 529.42 2086.54 (633.50) 1453.04 – – – – – (1741.88) (355.85) (196.53) (859.19) (309.00) – (231.16) – 2.09 248.03 248.03 (1.67) (1.67) (788.56) (4480.08) 14.66 – (4.12) (8.59) 0.14 – (958.19) (4597.76) (31.03) (31.03) (19.92) 221.28 (27.55) (43.32) 16.77 20.89 (15.00) (296.57) – – 0.07 1178.83 (3418.93) (3107.80) (31.03) (262.25) 1127.06 1.17 (365.25) 0.07 248.03 (3.54) 633.50 (3846.58) (2393.54) Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] Disclosure pursuant to Ind AS 19 “Employee Benefits” [Note 1(II)(p)]: (a) Defined contribution plans: Amount of R 463.20 crore (previous year: R 403.86 crore) is recognised as an expense. Out of above, R 443.18 crore (previous year: R 386.24 crore) is included in “employee benefit expense” [Note 37] and R 19.61 crore (previous year: R 16.82 crore) pertains to discontinued operations in the Statement of Profit and Loss and R 0.41 crore (previous year: R 0.80 crore) has been capitalised. (b) Defined benefit plans: (i) The amounts recognised in Balance Sheet are as follows: Particulars Gratuity plan As at 31-3-2020 As at 31-3-2019 Post-retirement medical benefit plan As at 31-3-2020 As at 31-3-2019 Pension plan Trust-managed provident fund plan As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 v crore A) Present value of defined benefit obligation – Wholly funded – Wholly unfunded Less: Fair value of plan assets Less: Unrecognised past service costs Add: Amount not recognised as an asset 1051.92 233.47 1285.39 851.04 – 753.52 254.53 1008.05 649.28 – – 340.27 340.27 – – – 241.63 241.63 – – – 369.12 369.12 – – – 337.28 337.28 – – 4671.90 – 4671.90 4960.42 – 4090.42 – 4090.42 4128.60 – [limit in para 64(b)] 1.40 3.24 – – – – 6.34 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 435.75 362.01 340.27 241.63 369.12 337.28 (282.18) (34.80) 438.09 (2.34) 435.75 435.75 – 364.96 (2.95) 362.01 362.01 – 340.27 – 340.27 21.61 318.66 241.63 – 241.63 14.97 226.66 369.12 – 369.12 29.49 339.63 337.28 – 337.28 28.92 308.36 51.82 – 51.82 51.82 – (ii) The amounts recognised in Statement of Profit and Loss are as follows: Particulars Gratuity plan Post-retirement medical benefit plan Pension plan 2019-20 164.01 62.53 (50.73) 2018-19 149.50 53.22 (44.24) 2019-20 22.41 17.65 – 2018-19 20.01 16.71 – 2019-20 3.57 24.31 – Trust-managed provident fund plan 2018-19 2018-19 2019-20 3.14 157.67 $ 136.98 $ 314.71 24.22 357.39 (314.71) – (357.39) 46.33 (0.10) 46.23 46.23 – v crore 1 2 3 4 5 6 7 Current service cost Interest cost Interest income on plan assets Actuarial losses/(gains) - Difference between actual return on plan assets and interest income Actuarial losses/(gains) - Others Past service cost Actuarial gain/(loss) not recognised in books Adjustment for earlier years Effect of the limit in para 64(b) 8 9 10 Translation adjustments 11 Amount capitalised out of the above Total (1 to 11) (21.53) 117.60 0.17 – – (0.33) (2.14) (0.34) 269.24 5.74 28.77 – – 1.29 (2.76) 1.22 (1.19) 191.55 – 83.68 – – – – – (0.03) 123.71 – (5.40) 0.05 – – – – (0.01) 31.36 – 26.24 – – – – – – 54.12 – (253.37) – – 4.57 0.63 (18.86) – – – 253.37 – – – – – – – – 32.56 157.67 18.86 – – – – 136.98 553 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] (contd.) v crore Particulars Gratuity plan Post-retirement medical benefit plan Pension plan 2019-20 2018-19 2019-20 2018-19 2019-20 2018-19 2019-20 Trust-managed provident fund plan 2018-19 I. Amount included in “Employee benefits expense” II. Amount included as part of “Manufacturing, construction and operating expenses” Amount included as part of “Finance costs” III. IV. Amount included as part of “Other V. comprehensive income” Amount included in “Profit from discontinued operations” Total (I+II+III+IV+V) Actual return on plan assets 154.25 144.75 21.51 20.93 3.57 3.77 150.74 130.86 0.64 0.31 – – – – 10.54 7.47 17.65 15.00 24.31 24.22 96.02 31.12 83.68 (5.40) 26.24 4.57 – – – – – – 7.79 269.24 72.26 7.90 191.55 38.50 0.87 123.71 – 0.83 31.36 – – 54.12 – – 32.56 – 6.93 157.67 610.76 6.12 136.98 333.57 (iii) The changes in the present value of defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows: Particulars 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): Actuarial losses/(gains) arising from changes in - i) ii) iii) Demographic assumptions Financial assumptions Experience adjustments Less: Benefits paid Less: Unfunded liability classified as held for sale 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 554 Gratuity plan As at 31-3-2020 As at 31-3-2019 Post-retirement medical benefit plan As at 31-3-2020 As at 31-3-2019 Pension plan Trust-managed provident fund plan As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 v crore 1008.05 164.01 62.53 892.09 149.50 53.22 241.63 22.41 17.65 222.16 20.01 16.71 337.28 3.57 24.31 326.68 4090.42 3633.31 157.67 $ 136.98 $ 314.71 357.39 3.14 24.22 – – – – – – – – – – – – – – – – – – – 414.78 – – 352.78 – (1.98) 93.00 26.26 (158.46) (23.40) 0.17 6.32 11.66 10.79 (109.45) 6.78 40.13 36.76 (12.52) (11.43) 8.40 (2.37) (11.85) (0.04) 24.41 1.87 (22.28) (15.00) 7.60 11.96 – – – (21.96) (483.54) – – – (477.56) – – (12.57) – 0.46 95.16 (0.17) 19.76 (15.31) 0.19 1.48 7.56 – – – – – – – – – – – – – – – – – 0.64 – – – – – – – – 134.63 – (0.07) 0.62 128.71 – – 1.49 1285.39 1008.05 340.27 241.63 369.12 337.28 4671.90 4090.42 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] (contd.) (iv) 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: 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 Gratuity plan Trust-managed provident fund plan As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 649.28 50.73 21.53 136.91 – 0.10 63.80 610.99 4128.60 3676.19 44.24 357.39 314.71 (5.74) 69.11 – – – 253.37 160.88 408.23 135.02 – 18.86 132.76 334.82 128.98 – (71.31) (69.16) (483.54) (477.56) – – – (0.16) 0.47 – 0.18 (0.34) Closing balance of the plan assets 851.04 649.28 4960.42 4128.60 Notes: The fair value of the plan assets under the trust managed provident fund plan has been determined at amounts based on their value at the time of redemption, assuming a constant rate of return to maturity. * Basis used to determine interest income on plan assets: The Trust formed by the Parent Company and a few subsidiaries manage the investments of provident funds and gratuity fund. Interest income on plan assets is determined by multiplying the fair value of the plan assets by the discount rate stated in (vii) below both determined at the start of the annual reporting period. The Group expects to fund R 168.82 crore (previous year: R 111.90 crore) towards its gratuity plan and R 174.71 crore (previous year: R 143.83 crore) towards its trust-managed provident fund plan during the year 2020-21. $ Employer’s contribution to provident fund. (v) The fair value of major categories of plan assets are as follows: Particulars 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 Gratuity plan As at 31-3-2020 Quoted Unquoted – 3.06 11.62 244.33 170.41 92.54 14.91 11.62 – – – – – – 9.35 – Total 3.06 11.62 244.33 170.41 92.54 14.91 20.97 – As at 31-3-2019 Quoted Unquoted – 1.78 15.81 193.00 162.66 77.63 8.41 7.20 – – – – – – 9.88 4.75 v crore Total 1.78 15.81 193.00 162.66 77.63 8.41 17.08 4.75 555 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] (contd.) Particulars Mutual funds - Others Special deposit scheme Fixed deposits Insurer managed fund Other (payables)/receivables Closing balance of the plan assets Particulars 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 Gratuity plan As at 31-3-2020 Quoted Unquoted 0.25 – – – – 545.68 2.62 2.60 3.00 277.54 7.19 305.36 Total 2.87 2.60 3.00 277.54 7.19 851.04 As at 31-3-2019 Quoted Unquoted – 1.49 1.85 – – – – – 163.17 163.17 1.65 1.65 464.71 184.57 649.28 Trust-managed provident fund plan As at 31-3-2019 Quoted Unquoted As at 31-3-2020 Quoted Unquoted – 24.63 Total 24.63 16.09 1391.85 1069.27 1236.85 774.67 144.66 0.09 10.88 – – – – – 66.76 – 0.04 7.28 – – – – – 75.28 34.09 1.98 – 0.06 831.42 956.71 988.14 890.85 56.48 0.34 – – – 7.99 271.69 271.69 2.13 4.35 2.13 17.61 271.20 271.20 2.60 4.18 2.60 12.17 16.09 1391.85 1069.27 1236.85 774.67 77.90 0.09 10.84 – – 13.26 v crore Total – 1.49 1.85 v crore Total 7.28 0.06 831.42 956.71 988.14 890.85 131.76 34.43 1.98 Closing balance of the plan assets 4590.82 369.60 4960.42 3731.99 396.61 4128.60 (vi) The average duration of the defined benefit obligation at the end of the reporting period is as follows: Plans As at 31-3-2020 As at 31-3-2019 1. Gratuity 2. 3. Post-retirement medical benefit plan Pension plan 6.83 14.60 7.81 6.16 14.60 7.70 556 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] (contd.) (vii) Principal actuarial assumptions at the Balance Sheet date (expressed as weighted average): Plans As at 31-3-2020 As at 31-3-2019 (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 (D) Attrition Rate: 6.48% 6.48% 6.48% 5.00% 5.77% 7.92% 7.31% 7.31% 7.31% 5.00% 5.12% 7.00% (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 19% (previous year: 1% to 11%) for various age groups. (E) The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. (F) The interest payment obligation of trust-managed provident fund is assumed to be adequately covered by the interest income on long term investments of the fund. Any shortfall in the interest income over the interest obligation is recognised immediately in the Statement of Profit and Loss as actuarial losses. (G) The obligation of the Group under the post-retirement medical benefit plan is limited to the overall ceiling limits. At present, healthcare cost, as indicated in the principal actuarial assumption given above, has been assumed to increase at 5% p.a. (H) One percentage point change in actuarial assumptions would have the following effects on defined benefit obligation: Particulars Gratuity Impact of change in salary growth rate Impact of change in discount rate Post-retirement medical benefit plan Impact of change in health care cost Impact of change in discount rate Company pension plan Effect of 1% increase Effect of 1% decrease As at 31-3-2020 As at 31-3-2019 As at 31-3-2020 As at 31-3-2019 v crore 86.20 (76.50) 27.19 (46.36) 58.64 (51.99) 26.97 (33.66) (76.84) 86.74 (22.27) 59.00 (53.14) 58.35 (22.03) 41.66 Impact of change in discount rate (27.51) (24.45) 31.72 28.13 (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 557 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [52] (contd.) 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. (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 [53] 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/reduction from underlying expenses recognised towards such export incentives and duty drawback amounts to R 253.61 crore (previous year: R 252.91crore). 558 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] Disclosure of related parties/related party transactions pursuant to Ind AS 24 “Related Party Disclosures” (a) List of related parties: (i) Name of associate companies with whom transactions were carried out during the year: Associate Companies: 1 L&T-Chiyoda Limited 3 L&T Camp Facilities LLC 2 Magtorq Private Limited 4 Larsen & Toubro Qatar & HBK Contracting Co. WLL (ii) Name of joint venture companies with whom transactions were carried out during the year: Joint Venture Companies: 1 L&T Interstate Road Corridor Limited 3 Ahmedabad - Maliya Tollway Limited 5 L&T Chennai-Tada Tollway Limited 7 Beawar Pali Pindwara Tollway Limited* 9 L&T Rajkot-Vadinar Tollway Limited 11 L&T Deccan Tollways Limited 13 L&T Samakhiali Gandhidham Tollway Limited 15 Kudgi Transmission Limited 17 L&T Sambalpur- Rourkela Tollway limited 19 L&T Infrastructure Development Projects Limited 21 Panipat Elevated Corridor Limited 23 Krishnagiri Thopur Toll Road Limited* 25 Western Andhra Tollways Limited* 27 Vadodara Bharuch Tollway Limited 29 L&T Transportation Infrastructure Limited 31 L&T Hydrocarbon Caspian LLC 2 L&T-Sargent & Lundy Limited 4 L&T Halol-Shamlaji Tollway Limited 6 Krishnagiri Walajahpet Tollway Limited* 8 Devihalli Hassan Tollway Limited* 10 L&T Howden Private Limited 12 L&T Sapura Shipping Private Limited 14 L&T Sapura Offshore Private Limited 16 L&T-Gulf Private Limited @ 18 L&T-MHPS Boilers Private Limited 20 L&T-MHPS Turbine Generators Private Limited 22 Raykal Aluminium Company Private Limited 24 L&T Special Steels and Heavy Forgings Private Limited 26 PNG Tollway Limited 28 L&T Kobelco Machinery Private Limited ** 30 L&T MBDA Missile Systems Limited * The Group has sold its stake on May 4, 2018 ** The Group has sold its stake on April 17, 2019 @ Reclassified as subsidiary w.e.f. November 20, 2019 due to purchase of additional stake. (iii) Name of post-employment benefit plans with whom transactions were carried out during the year: Provident Fund Trusts: 1 Larsen & Toubro Officers & Supervisory Staff Provident Fund 2 Larsen & Toubro Limited Provident Fund of 1952 3 Larsen & Toubro Limited Provident Fund 4 L&T Kansbahal Officers & Supervisory Provident Fund 5 L&T Kansbahal Staff & Workmen Provident Fund 6 L&T Construction Equipment Provident Fund Trust 7 L&T Valves Employees Provident Fund Gratuity Trusts: 1 Larsen & Toubro Officers & Supervisors Gratuity Fund 2 Larsen & Toubro Gratuity Fund 3 L&T Technology Services Limited Employee Group Gratuity Scheme 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 7 Mindtree Limited Employees Gratuity Fund Trust * * w.e.f. July 2, 2019 Superannuation Trust Larsen & Toubro Limited Senior Officers’ Superannuation Scheme 559 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) (iv) Name of Key Management Personnel (of the parent company) and their relatives with whom transactions were carried out during the year: (A) Executive Directors: 1 Mr. S. N. Subrahmanyan (Chief Executive Officer and 2 Mr. R. Shankar Raman (Whole-time Director and Managing Director) 3 Mr. Shailendra Roy (Whole-time Director) 5 Mr. M. V. Satish (Whole-time Director) (B) Independent/Non-executive Directors: Chief Financial Officer) 4 Mr. D. K. Sen (Whole-time Director) 6 Mr. J.D. Patil (Whole-time Director) 1 Mr. A.M. Naik (Group Chairman) 3 Mr. Subodh Bhargava 5 Mr. Vikram Singh Mehta 7 Mr. Akhilesh Gupta * 9 Mr. Thomas Mathew T $ 11 Mr. Subramanian Sarma 13 Mr. Sanjeev Aga 15 Mr. Arvind Gupta ** 17 Mr. Sushobhan Sarker ## * Ceased w.e.f. September 8, 2019 $ Ceased w.e.f. April 2, 2020 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. N. Kumar 16 Mr.Hemant Bhargava @ ** Ceased w.e.f. March 26, 2020 # Ceased w.e.f. May 29, 2020 @ Appointed w.e.f. May 28, 2018 ## Ceased w.e.f. May 2, 2018 (v) Entity with common Key Management Personnel Mindtree Foundation* *w.e.f. September 17, 2019 (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 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 L&T-Sargent & Lundy Limited 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 853.97 1210.35 249.53 1103.50 104.31 – 104.31 0.01 587.70 117.38 234.65 96.79 – – – 0.01 162.15 1372.50 184.85 0.13 184.98 25.99 779.49 187.78 154.52 168.41 0.13 23.86 2.13 – Total 0.01 25.99 560 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) Sr. No. Nature of transaction/relationship/major parties (iii) Purchase/lease of property, plant and equipment Joint ventures: L&T-MHPS Boilers Private Limited 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 (v) Investments including subscription to equity shares and preference shares (equity portion) and other equity transactions Joint ventures: L&T-MHPS Turbine Generators Private Limited L&T MBDA Missile Systems Limited Total (vi) Sale/Redemption of investments Joint venture: L&T Infrastructure Development Projects 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) Net inter-corporate borrowing taken/(repaid) Joint ventures: L&T MBDA Missile Systems Limited Total (ix) Charges paid for miscellaneous services Joint ventures, including: L&T-Sargent & Lundy Limited L&T-MHPS Boilers Private Limited Associate: L&T-Chiyoda Limited Total 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 0.20 0.54 0.05 – – 0.15 – 0.44 – 0.33 – 22.42 115.21 (17.69) 57.50 8.21 1.63 7.29 0.20 0.44 – 0.44 0.33 0.33 22.42 22.42 97.52 97.52 57.50 57.50 9.90 7.29 17.19 0.54 0.69 6.25 6.94 1.18 1.18 – – 55.86 55.86 – – 6.65 0.97 7.62 – 0.13 0.13 0.16 0.12 0.69 6.25 0.70 0.48 – 84.48 (28.62) – 4.92 1.05 0.97 561 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) Sr. No. Nature of transaction/relationship/major parties (x) Rent paid, including lease rentals under leasing arrangements Joint ventures, including: L&T Special Steels and Heavy Forgings Private Limited Total (xi) 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 L&T Infrastructure Development Projects Limited Associate: L&T-Chiyoda Limited Key management personnel: Mr. D. K. Sen Total (xii) (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 (xiii) Dividend received Joint ventures: L&T-MHPS Boilers Private Limited L&T Kobelco Machinery Private Limited L&T-Sargent & Lundy Limited Total (xiv) Commission received, including those under agency arrangements Joint ventures: L&T-MHPS Boilers Private Limited L&T Kobelco Machinery Private Limited Total 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 3.49 3.49 72.71 18.44 – 91.15 – – 5.50 6.59 12.09 12.53 12.53 0.05 0.05 3.20 28.40 11.39 8.32 7.93 18.44 – – 0.66 0.77 4.08 6.59 11.94 0.59 – 0.05 – 1.24 1.24 79.40 23.20 0.03 102.63 1.00 1.00 7.71 12.88 20.59 19.44 19.44 3.80 3.80 1.20 35.10 11.77 8.04 6.06 23.20 0.03 1.00 1.62 1.35 4.13 12.88 11.94 – 7.50 0.05 3.75 562 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) Sr. No. Nature of transaction/relationship/major parties (xv) Guarantee charges recovered from Joint ventures, including: L&T-MHPS Turbine Generators Private Limited Total (xvi) Interest paid to Joint ventures: L&T MBDA Missile Systems Limited L&T-MHPS Turbine Generators Private Limited Total (xvii) Interest received from Joint ventures, including: L&T Special Steels and Heavy Forgings Private Limited L&T Infrastructure Development Projects Limited Associate: L&T Camp Facilities LLC Total (xviii) Amount written off as bad debts Joint venture: PNG Tollway Limited Total 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 0.55 0.55 4.16 4.16 133.10 – 133.10 – – 0.55 2.42 1.74 104.14 21.56 – – 0.52 0.52 1.81 1.81 111.86 0.26 112.12 25.08 25.08 (xix) Amount recognised/(reversed) in P&L as provision towards bad and doubtful debts (including expected credit loss on account of delay) Joint ventures: 4.76 (0.38) L&T Special Steels and Heavy Forgings Private Limited L&T Howden Private Limited L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Sapura Offshore Private Limited L&T Samakhiali Gandhidham Tollway Limited Total (xx) Donation Given: Entity with common key management personnel: Mindtree Foundation Total (xxi) Rent deposit returned: Key management personnel: Mr. D.K. Sen Total 0.08 (0.13) (0.37) 0.10 5.08 – 1.15 – 4.76 1.15 1.15 – – (0.38) – – 0.08 0.08 0.50 – 1.81 106.83 – 0.26 25.08 (0.09) (0.33) 1.55 0.03 – (1.54) – 0.08 563 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) Sr. No. Nature of transaction/relationship/major parties (xxii) Contribution to post employment benefit plan (A) Towards Employer’s contribution to provident fund trusts, including: Larsen & Toubro Officers & Supervisory Staff Provident Fund Total (B) Towards Employer’s contribution to gratuity fund trusts, including: Larsen & Toubro Officers & Supervisors Gratuity Fund L&T Technology Services Limited Employee Group Gratuity Scheme Mindtree Limited Employees Gratuity Fund Trust Total (C) Towards Employer’s contribution to superannuation trust: Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total 2019-20 2018-19 Amount Amounts for major parties Amount Amounts for major parties v crore 165.75 165.75 110.32 110.32 10.99 10.99 152.29 55.65 17.32 22.56 10.99 142.15 142.15 59.56 59.56 9.78 9.78 129.63 43.35 13.03 – 9.78 “Major parties” denote entities accounting for 10% or more of the aggregate for that category of transaction during respective periods. (xxiii) Compensation to Key Management Personnel (KMP): Key Management Personnel Executive Directors: (a) Mr. S. N. Subrahmanyan (b) Mr. R. Shankar Raman (c) Mr. Shailendra Roy (d) Mr. D. K. Sen (e) Mr. M. V. Satish (f) Mr. J. D. Patil Independent/Non-Executive Directors: (a) Mr. A. M. Naik (Group Chairman) (b) Mr. Subramanian Sarma (c) Other Independent/Non-Executive Directors Total # Represents pension Short term employee benefits 2019-20 Post employment benefits 11.87 7.89 5.26 3.56 4.60 4.04 9.13 16.33 5.01 3.13 2.08 1.37 0.91 1.18 1.04 3.00 # – – 67.69 12.71 2018-19 Short term employee benefits Post employment benefits 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 – – v crore Total 26.95 17.81 11.49 7.00 9.38 8.22 12.21 14.00 6.20 93.39 19.87 113.26 Total 15.00 9.97 6.63 4.47 5.78 5.08 12.13 16.33 5.01 80.40 564 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (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 L&T MBDA Missile Systems Limited L&T Deccan Tollways Limited Associates: L&T-Chiyoda Limited Larsen & Toubro Qatar & HBK Contracting Co. WLL Total (ii) Accounts payable including other payable Joint ventures, including: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited Associates: L&T-Chiyoda Limited Magtorq Private Limited L&T Camp Facilities LLC 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 (v) Unsecured loans taken (including lease finance) Joint venture: L&T MBDA Missile Systems Limited Total As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore 118.38 267.98 98.03 1.11 12.00 – – 0.21 746.15 476.41 92.02 5.29 11.94 213.17 266.60 569.93 1635.67 167.34 16.87 8.37 127.37 53.17 – 75.62 0.01 0.39 463.50 506.61 23.88 5.35 – 213.17 253.06 488.89 1539.83 167.38 19.56 11.54 0.40 268.38 1113.56 29.23 1142.79 955.12 955.12 1852.69 33.54 0.21 118.59 1302.14 109.25 1411.39 1049.70 1049.70 2065.71 27.58 2093.29 1886.23 59.68 59.68 59.68 – – – 565 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) Sr. No. Category of balance/relationship/major parties (vi) Advances received in the capacity of supplier of goods/ services classified as ”advances from customers” Joint venture: L&T-MHPS Boilers Private Limited  Total (vii) 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 Mr. Subramanian Sarma Total Post employment benefit plans (viii) (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 L&T Technology Services Limited Employee Group Gratuity Scheme Larsen & Toubro Gratuity Fund Mindtree Limited Employees Gratuity Fund Trust Total (C ) Due to superannuation fund: Larsen & Toubro Limited Senior Officers’ Superannuation Scheme Total (ix) Capital commitment given Joint ventures: L&T Special Steels and Heavy Forgings Private Limited L&T-MHPS Turbine Generators Private Limited Total As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore 6.97 6.97 40.29 40.29 53.33 53.33 159.35 159.35 3.91 3.91 – – 6.97 2.06 9.01 5.88 3.37 2.03 3.02 2.72 8.33 48.19 94.08 17.00 8.92 27.24 3.91 – – 7.15 7.15 66.27 66.27 43.05 43.05 72.45 72.45 7.99 7.99 34.07 34.07 6.97 1.75 18.60 12.15 7.05 4.20 6.00 5.30 6.68 39.55 49.70 8.69 11.22 – 7.99 0.02 34.05 566 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [54] (contd.) Sr. No. (x) 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 (xi) Revenue commitment received Joint ventures, including: L&T-MHPS Boilers Private Limited L&T Special Steels and Heavy Forgings Private Limited L&T-MHPS Turbine Generators Private Limited L&T MBDA Missile Systems Limited L&T-Gulf Private Limited Total (xii) Provision for doubtful debts on outstanding balances in respect of Joint ventures, including: L&T-MHPS Boilers Private Limited Total (xiii) Guarantees given on behalf of Joint ventures: As at 31-3-2020 As at 31-3-2019 Amount Amounts for major parties Amount Amounts for major parties v crore 2316.16 401.52 1224.92 668.92 160.70 220.96 15.85 5.90 6.88 30.00 – 23.00 245.94 2562.10 59.70 59.70 23.09 23.09 205.99 607.51 88.31 88.31 23.55 23.55 514.74 546.66 207.56 42.63 103.60 186.89 – 0.29 – 69.19 18.77 23.37 28.93 427.31 90.42 L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Special Steels and Heavy Forgings Private Limited 29.38 394.94 90.42 Total 514.74 546.66 “Major parties” denote entities accounting for 10% or more of the aggregate for that category of balance during respective periods. # includes commission due to other Non-executive directors R 3.87 crore (as at 31-3-2019 : R 4.54 crore) Note: 1. All 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. 567 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [55] Basic and Diluted Earnings per share [EPS] computed in accordance with Ind AS 33 ”Earnings per Share”: Particulars 2019-20 2018-19 Basic EPS Profit after tax from continuing operations as per accounts (R crore) Profit after tax from discontinued operations as per accounts (R crore) A B 8894.46 654.57 8336.03 569.10 Profit after tax from continuing operations & discontinued operations as per accounts (R crore) C=A+B 9549.03 8905.13 Weighted average number of equity shares outstanding Basic EPS from continuing operations (R) Basic EPS from discontinued operations (R) Basic EPS from continuing operations & discontinued operations (R) Diluted EPS Profit after tax from continuing operations as per accounts (R crore) Profit after tax from discontinued operations as per accounts (R crore) Profit after tax from continuing operations & discontinued operations as per D A/D B/D C/D A B 1,40,33,69,848 1,40,20,87,033 63.38 4.66 68.04 59.45 4.06 63.51 8894.46 654.57 8336.03 569.10 accounts (R crore) C=A+B 9549.03 8905.13 Weighted average number of equity shares outstanding Add: Weighted average number of potential equity shares on account of employee stock options D E 1,40,33,69,848 1,40,20,87,033 18,52,930 24,57,688 Weighted average number of equity shares outstanding for diluted EPS F=D+E 1,40,52,22,778 1,40,45,44,721 Diluted EPS from continuing operations (R) Diluted EPS from discontinued operations (R) Diluted EPS from continuing operations & discontinued operations (R) Face value per share (R) A/F B/F C/F 63.29 4.66 67.95 2 59.35 4.05 63.40 2 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 51,90,133 95,20,455 Particulars 2019-20 2018-19 568 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [56] Disclosure pursuant to Ind AS 37 “Provisions, Contingent Liabilities and Contingent Assets”: (a) Movement in provisions: Sr. No. 1 2 3 4 5 6 7 8 9 Particulars Balance as at 1-4-2019 Additional provision during the year Provision used during the year Unused provision reversed during the period Addition on account of business combination Classified as held for sale Translation adjustments Additional provision for unwinding of interest and change in discount rate Balance as at 31-3-2020 (1 to 8) Product warranties Expected tax liability in respect of indirect taxes 63.71 26.34 (16.06) (3.03) 0.92 (60.73) 0.98 1.02 13.15 243.55 125.97 (45.54) (15.95) – – – – 308.03 Class of provisions Litigation related obligations Contractual rectification cost- construction contracts 532.85 452.14 (9.16) (415.64) – – 1.16 59.53 146.34 (0.84) – 9.12 – – – 214.15 v crore Others* Total 27.45 66.20 (2.98) (2.64) 0.53 (27.94) 0.82 927.09 816.99 (74.58) (437.26) 10.57 (88.67) 2.96 – 561.35 – 61.44 1.02 1158.12 * includes backwork charges, provision for foreseeable losses and onerous contract. Breakup of provisions: Particulars Balance as at 1-4-2019 Balance as at 31-3-2020 (b) Nature of provisions: Note 24 7.73 30.52 Note 31 919.36 1127.60 v crore Total 927.09 1158.12 (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, 2020 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 and 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 in Note 32. NOTE [57] Research & Development The expenditure on research and development activities recognised as expense in the Statement of Profit and Loss is R 247.69 crore (including R 88.32 crore pertaining to discontinued operations) [previous year: R 232.27 crore (including R 76.30 crore pertaining to discontinued operations)] Further, the Group has incurred capital expenditure on research and development activities as follows: a) on property, plant & equipment R 7.60 crore (including R 4.19 crore pertaining to discontinued operations) [previous year: R 5.59 crore (including R 2.95 crore pertaining to discontinued operations)] on intangible assets being expenditure on new product development R 34.28 crore (including R 30.17 crore pertaining to discontinued operations) [previous year: R 52.54 crore (including R 46.61 crore pertaining to discontinued operations)] on other intangible assets R 3.07 crore (including R 1.93 crore pertaining to discontinued operations) [previous year: R 1.96 crore (including Nil pertaining to discontinued operations)] b) c) In addition,the Group has incurred expenditure of R 0.08 crore (including Nil pertaining to discontinued operations) [previous year: R 0.52 crore (including Nil pertaining to discontinued operations)] which is customer funded. 569 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [58] 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 primarily 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 given 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 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: As at 31-3-2020 As at 31-3-2019 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 v crore 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 (5875.09) 320.56 127.86 129.31 (394.37) 314.93 (5395.96) 286.37 67.37 91.74 (10.43) 162.25 494.65 (28.50) – – – – 552.57 222.95 – – – – 27222.66 (213.93) 163.93 (29.22) 890.32 877.29 16327.53 (813.82) 102.09 (38.66) 538.14 974.77 (2991.34) 56.90 – (776.25) – – – – 21.08 – (1237.61) 586.94 – – (527.50) (533.77) – – – 31.73 – – – – 570 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [58] (contd.) 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 111.39 crore as at March 31, 2020 and R 106.11 crore as at March 31, 2019. 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, 2020 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 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 derivative 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 is as follows: Floating rate borrowings Particulars v crore As at 31-3-2020 As at 31-3-2019 59703.45 49107.01 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 interest cost for the Group on a yearly basis as follows: Particulars 2019-20 2018-19 As at 31-3-2020 As at 31-3-2019 Impact on profit after tax Impact on equity v crore 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: (24.65) 24.65 (30.02) 30.02 1.63 (1.63) (20.44) 20.44 (24.65) 24.65 (30.02) 30.02 1.63 (1.63) (20.44) 20.44 The Group manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding through an adequate amount of committed credit lines. Given the need to fund diverse businesses, the Group maintains flexibility in funding by maintaining availability under committed credit lines to meet obligations when due. Management regularly monitors the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity profiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the liquidity position. The Group’s investment policy and strategy are focused on preservation of capital and supporting the Group’s liquidity requirements. The Group uses a combination of strategies to 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. 571 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [58] (contd.) 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 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 39.42 crore as at March 31, 2020 and +/- R 38.01 crore as at March 31, 2019. A 5% change in the equity funds’ NAV would result in a value change of +/- R 6.49 crore as at March 31, 2020 and +/- R 39.16 crore as at March 31, 2019 respectively. The investments in money market funds are for the purpose of liquidity management only and hence not subject to any material price risk. (c) Credit risk management: (i) Financial services 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, 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 services 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 the organisation to ensure proper attention and focus for realisation. (iii) Reconciliation of loss allowance provision for financial services business - Loans: Particulars Loss allowance as at 1-4-2018 Provision on new financial assets Transferred to and from 12-month ECL to life time ECL Loss allowance measured at 12-month ECL 279.81 313.71 28.36 Higher/(lower) provision on existing (141.88) financial assets Loss allowance as at 31-3-2019 Provision on new financial assets Transferred to and from 12-month ECL to life time ECL 480.00 339.90 29.05 Higher/(lower) provision on existing (278.60) financial assets Loss allowance as at 31-3-2020 570.35 v crore Loss allowance measured at life time ECL Financial assets for which credit risk has increased significantly and credit not impaired Financial assets for which credit risk has increased significantly and credit impaired 192.61 33.49 (25.78) 27.79 228.11 34.94 (177.03) 182.61 268.63 4920.40 123.00 (2.58) (1127.94) 3912.88 77.01 147.98 (355.16) 3782.71 572 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [58] (contd.) (iv) Reconciliation of allowance for expected credit loss (“ECL”) on trade receivables (other than financial services business): Particulars Opening balance as at April 1 Changes in allowance for ECL: Provision/(reversal) of allowance for ECL Additional provision (net) Write off as bad debts Translation adjustment Classified as held for sale Addition on account of business combination Closing balance as at March 31 (Note 13) (v) Amounts written off: 2019-20 3000.83 313.00 178.37 (194.62) 12.12 (154.10) 25.61 3181.21 v crore 2018-19 2900.10 84.34 265.62 (249.23) – – – 3000.83 v crore Amount of financial assets written off during the period but still enforceable Particulars 2019-20 2018-19 900.38 1534.95 NOTE [59] Other disclosure pursuant to Ind AS 107 “Financial Instruments: Disclosures”: (a) Category-wise classification for applicable financial assets: Sr. No. Particulars I. Measured at fair value through Profit or Loss (FVTPL): Investment in equity instruments Investment in preference shares (i) (ii) (iii) Investment in mutual funds and units of fund (iv) 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 (ix) Other investments Sub-total (I) II. Measured at amortised cost: Investment in government securities, debentures and bonds (i) Loans (ii) (iii) Other investments (iv) Trade receivables (v) Advances recoverable in cash (vi) Cash and bank balances (vii) Other receivables Sub-total (II) III. Measured at fair value through Other Comprehensive Income (FVTOCI): Investment in government securities, debentures and bonds (i) Investment in equity instruments (ii) (iii) Investment in preference shares (iv) Derivative instruments designated as cash flow hedges (v) Embedded derivatives designated as cash flow hedges Sub-total (III) Total (I+II+III) Note As at 31-3-2020 6,12 6,12 6,12 6,12 9,18 9,18 6 7,8,16,17 6,12 7,8,16,17 6,12 6,12 13 18 9,14,15 6,12 6,12 6,12 9,18 9,18 582.81 89.21 7877.25 1798.48 99.93 177.84 2498.65 24877.64 0.94 38002.75 77673.47 59.73 330.35 40731.52 1748.66 15392.64 112.65 136049.02 3958.28 0.10 0.67 1043.49 108.59 5111.13 179162.90 v crore As at 31-3-2019 582.49 99.81 8990.10 1523.26 139.12 28.40 791.07 24395.92 – 36550.17 78031.55 1832.55 – 36845.87 1519.17 12217.35 287.14 130733.63 4445.53 – – 1212.86 17.50 5675.89 172959.69 573 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (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 (iii) Others Sub-total (I) II. Measured at amortised cost: (i) Borrowings (ii) Trade payables Due to micro enterprises and small enterprises Due to others (iii) Lease liability (iv) 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) IV. Financial guarantee contracts Total (I+II+III+IV) (c) Items of income, expenses, gains or losses related to financial instruments: Note 23,29 23,29 v crore As at 31-3-2020 As at 31-3-2019 158.76 57.18 218.20 434.14 24.93 99.41 157.00 281.34 22,26,27 141007.12 125555.17 479.51 261.12 28 43164.42 42733.69 2166.55 3513.03 – 4140.12 190330.63 172690.10 23,29 23,29 23,29 1814.94 61.24 1876.18 1.02 368.52 185.85 554.37 1.78 192641.97 173527.59 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 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 or sale of loans (Financial Services) 3. Gains/(losses) on fair valuation/settlement of derivative: (a) Gains/(losses) on fair valuation or settlement of forward contracts not designated as cash flow hedges (b) Gains/(losses) on fair valuation or settlement of embedded derivative contracts not designated as cash flow hedges (c) Gains/(losses) on fair valuation or settlement of futures not designated as cash flow hedges Sub-total (A) 2019-20 v crore 2018-19 561.72 (93.31) 137.91 (77.62) (300.59) 7.73 124.73 (1.65) 13.19 (21.81) 305.74 44.56 574 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Sr. No. Particulars 2019-20 v crore 2018-19 B. Financial assets measured at amortised cost: (i) Exchange difference gains/(losses) on revaluation or settlement of items denominated in 1076.54 464.22 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: (1950.15) (699.45) (311.09) (815.30) 175.60 442.28 (78.35) (363.83) (1087.45) (972.08) (i) Exchange difference gains/(losses) on revaluation or settlement of items denominated in (777.86) (454.18) foreign currency (trade payables, borrowing availed etc.) (ii) Unclaimed credit balances written back Sub-total (C) Total [I] = (A+B+C) 190.30 79.98 (587.56) (374.20) (1369.27) (1301.72) 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. 269.68 (125.90) (ii) Derivative measured at fair value through Other Comprehensive Income: Gains/(losses) on fair valuation or settlement of forward contracts designated as cash flow hedges (1039.11) (231.75) Gains/(losses) on fair valuation or settlement of embedded derivative contracts designated as cash flow hedges 100.98 18.49 (668.45) (339.16) (a) (b) Sub-total (A) Less: B. Gains 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 154.47 (62.89) (ii) Derivative measured at fair value through Other Comprehensive Income: 1. 2. On forward contracts upon hedged future cash flows affecting the Profit or Loss or related assets or liabilities On embedded derivative contracts upon hedged future cash flows affecting the Profit or Loss or related assets or liabilities Sub-total (B) Net gains recognised in Other Comprehensive Income (A-B) C. Impairment loss recognised in Statement of Profit and Loss Total [II] = (A-B+C) 355.35 347.80 (18.39) 15.42 491.43 300.33 (1159.88) (639.49) (350.59) – (1510.47) (639.49) 575 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Sr. No. III. Other income/(expense): A. Dividend Income: Particulars Dividend income from investments measured at FVTPL Sub-total (A) B. Interest Income: (i) Financial assets measured at amortised cost (ii) Financial assets measured at fair value through Other Comprehensive Income (iii) Financial assets measured at fair value through Profit or Loss Sub-total (B) C. Interest expense: (i) Financial liabilities measured at amortised cost (ii) Derivative instruments (including embedded derivatives) that are measured at fair value through Other Comprehensive Income (reclassified to Profit or Loss during the year) (iii) Financial liabilities measured at fair value through Profit or Loss Sub-total (C) Total [III] =(A+B+C) 2019-20 v crore 2018-19 101.62 101.62 236.91 236.91 11306.24 10895.57 371.43 356.91 3332.76 2197.22 15010.43 13449.70 (10168.49) (8526.13) (150.06) (259.02) 5.95 (0.06) (10312.60) (8785.21) 4799.45 4901.40 (d) Fair value of financial assets and financial liabilities measured at amortised cost: Particulars Note As at 31-3-2020 As at 31-3-2019 Carrying amount Fair value Carrying amount Fair value v crore Financial assets: Loans 7,8,16,17 62953.79 58651.32 62234.11 57890.20 Government securities, debentures and bonds 6,12 59.73 59.73 1832.55 1899.07 Total Financial liabilities: Borrowings Total Notes: 63013.52 58711.05 64066.66 59789.27 22,26,27 57893.50 57893.50 58847.68 58847.68 51252.31 51656.55 51252.31 51656.55 1. Carrying amount of loans is gross of provision 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. 576 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (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 31-3-2020 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 – 8663.10 49988.22 58651.32 Discounted cash flow 59.66 59.66 0.07 - 59.73 Discounted cash flow 8663.17 49988.22 58711.05 737.02 13948.82 44161.84 58847.68 Discounted cash flow 737.02 13948.82 44161.84 58847.68 As at 31-3-2019 Level 1 Level 2 Level 3 Total Valuation technique for level 3 items Financial assets: Loans Government securities, debentures and bonds Total Financial liabilities: Borrowings Total – – 8783.50 49106.70 57890.20 Discounted cash flow 1899.07 – 1899.07 Discounted cash flow – 10682.57 49106.70 59789.27 737.02 9360.96 41558.57 51656.55 Discounted cash flow 737.02 9360.96 41558.57 51656.55 v crore Valuation technique Level 2: Future cash flows discounted using G-sec/LIBOR rates plus corporate spread. (f) Fair value hierarchy of financial assets and financial liabilities at fair value: Particulars Note As at 31-3-2020 As at 31-3-2019 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, 12 39.66 – 7770.81 997.64 – – – – 543.15 582.81 39.93 89.21 89.21 – – 7770.81 8801.31 – – – 542.56 582.49 99.81 99.81 – 8801.31 800.84 1798.48 656.38 0.53 866.35 1523.26 (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) 9,18 6, 12 16 – – – – 99.93 177.84 – – 99.93 177.84 0.94 2605.09 2606.03 – 24877.64 24877.64 – – – – 139.12 28.40 – – 139.12 28.40 – 979.86 979.86 – 24395.92 24395.92 577 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) Particulars Note As at 31-3-2020 As at 31-3-2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total v crore Financial assets at FVTOCI: (i) Debt instruments viz. government securities, bonds and debentures 6, 12 2729.27 1162.42 66.58 3958.27 2133.84 2303.29 8.40 4445.53 (ii) Preference shares (iii) Equity shares 6 6 (iv) Derivative financial instruments designated as 9,18 cash flow hedges (v) Embedded derivative financial instruments 9,18 designated as cash flow hedges – – – – – – 1043.49 108.60 0.67 0.10 – – 0.67 0.10 1043.49 108.60 – – – – – – 1212.86 17.50 – – – – – – 1212.86 17.50 Total Financial liabilities: Financial liabilities at FVTPL: (i) Designated at FVTPL: 11537.38 2593.22 28983.28 43113.88 11631.46 3701.70 26892.90 42226.06 (a) Derivative instruments not designated as 23,29 cash flow hedges (b) Embedded derivative instruments not designated as cash flow hedges (c) Others (ii) Designated at FVTOCI: (a) Derivative financial instruments designated as cash flow hedges 23,29 23,29 23,29 (b) Embedded derivative financial instruments 23,29 designated as cash flow hedges Total – – – – – – 158.76 57.18 – – 158.76 57.18 – 218.20 218.20 1814.94 61.24 – – 1814.94 61.24 2092.12 218.20 2310.32 – – – – – – 24.93 99.41 – – 24.93 99.41 – 157.00 157.00 368.52 185.85 – – 368.52 185.85 678.71 157.00 835.71 Valuation technique and key inputs used to determine fair value: A. B. Level 1: Mutual funds, bonds, debentures and government securities - quoted price in the active market. Level 2: (a) Derivative Instruments – Present value technique using forward exchange rates at the end of reporting period. (b) Preference share and government securities, bonds and debentures – Future cash flows are discounted using G-sec rates as at reporting date. 578 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (g) Movement of items measured using unobservable inputs (Level 3): Particulars Equity shares 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 Addition during the year Disposal during the year Gains/(losses) recognised in Profit or Loss Balance as at 31-3-2020 741.83 565.76 (571.03) (194.00) 542.56 0.10 – 0.59 543.25 Preference shares 69.67 – – 30.14 99.81 0.67 (6.17) (4.43) 89.88 Debt instruments 918.35 11.19 (33.33) (21.46) 874.75 – (6.10) (1.23) 867.42 Loans 16836.61 14248.11 (6688.80) – 24395.92 6927.18 (6415.32) (30.14) 24877.64 Other investments 1145.50 192.46 (123.44) (234.66) 979.86 2099.75 (298.05) (176.47) 2605.09 v crore Total 19711.96 15017.52 (7416.60) (419.98) 26892.90 9027.70 (6725.64) (211.68) 28983.28 (h) Sensitivity disclosure for level 3 fair value measurements: Fair value as at Particulars As at 31-3-2020 As at 31-3-2019 Significant unobservable inputs v crore 474.95 476.98 Book value 68.30 Equity shares 65.58 31-3-2020: 1. 2. Net realisation per month R 31.83 per sq/ft. Capitalisation rate 12.25% 31-3-2019: 1. Net realisation per month R 30.90 per sq/ft. Capitalisation rate 12.25% 2. Preference shares 89.88 99.81 Expected yield Debt instruments 867.42 874.75 Expected yield Loans 24877.64 24395.92 Expected yield Other investments 2605.09 979.83 Net Assets Value (NAV) Sensitivity 2020: Increase/(decrease) of 5% in the book value would result in impact on profit or loss by R 19.57 crore 2019: Increase/(decrease) of 5% in the book value would result in impact on profit or loss by R 18.02 crore” 2020 : 1% change in net realisation would result in +/- R 0.33 crore (post tax- R 0.24 crore) 25 bps change in capitalisation rate would result in +/- R 0.65 crore (post tax- R 0.49 crore) 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) 2020: Increase/(decrease) in the fair value by 5% would result in impact on profit or loss by R 4.44 crore 2019: Increase/(decrease) in the fair value by 5% would result in impact on profit or loss by R 4.74 crore 2020: Increase/(decrease) in fair value by 0.25% would result in impact on profit or loss by R 1.79 crore 2019: Increase/(decrease) in fair a by 0.25% would result in impact on profit or loss by R 1.65 crore 2020: Increase/(decrease) in fair value by 0.25% would result in impact on profit or loss by R 46.54 crore 2019: Increase/(decrease) in fair value by 0.25% would result in impact on profit or loss by R 39.68 crore 2020: Increase/(decrease) in the NAV by 5% would result in impact on profit or loss R 97.47 crore 2019: Increase/(decrease) in the NAV by 5% would result in impact on profit or loss R 31.87 crore 579 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (i) Movement of financial liabilities measured using unobservable inputs (Level 3): Particulars Contingent consideration v crore Balance as at 31-3-2018 Acquisitions during the year Charge recognised in Statement of Profit and Loss Amounts settled during the year Foreign exchange difference Balance as at 31-3-2019 Acquisitions during the year Charge recognised in Statement of Profit and Loss Amounts settled during the year Foreign exchange difference Balance as at 31-3-2020 121.60 75.01 (1.60) (33.13) (4.88) 157.00 60.20 9.64 (20.67) 12.03 218.20 Note: A one percentage point change in the unobservable inputs used in fair valuation of Level 3 liabilities does not have a significant impact on the value. (j) Maturity profile of financial liabilities based on undiscounted cash flows: Particulars A. Non-derivative liabilities: Borrowings Trade payables: Note As at 31-3-2020 As at 31-3-2019 Within twelve months After twelve months Total Within twelve months After twelve months v crore Total  22,26,27 64508.28 95134.82 159643.10 53909.10 84473.80 138382.90 Due to micro enterprises and small enterprises 423.25 56.26 479.51 252.96 8.16 261.12 Due to others Other financial liabilities Lease liability Total B. Derivative liabilities: Forward contracts Embedded derivatives Total 28  23,29  23,29  23,29 41695.77 1468.65 43164.42 41583.63 1150.06 42733.69 3458.62 272.61 3731.23 4069.35 227.76 4297.11 407.46 1783.06 2190.52 – – – 110493.38 98715.40 209208.78 99815.04 85859.78 185674.82 1287.28 707.84 1995.12 121.12 2.09 123.21 1408.40 709.93 2118.33 384.74 147.05 531.79 14.14 142.08 156.22 398.88 289.13 688.01 580 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (k) Details of outstanding hedge instruments for which hedge accounting is followed: (i) Outstanding currency exchange rate hedge instruments: (A) Forward covers taken to hedge exchange rate risk and accounted as cash flow hedge: Particulars (a) Receivable hedges US Dollar EURO Malaysian Ringgit Omani Riyal Arab Emirates Dirham British Pound Japanese Yen Kuwaiti Dinar Qatari Riyal Bangladesh Taka Saudi Riyal South African Rand Mauritian Rupee Thai Baht (b) Payable hedges US Dollar EURO Arab Emirates Dirham British Pound Japanese Yen Kuwaiti Dinar Omani Riyal Swiss Franc Chinese Yuan Bangladesh Taka Norwegian Krone Mauritian Rupee Canadian Dollar As at 31-3-2020 As at 31-3-2019 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) 16377.55 73.86 12888.45 3489.10 13738.88 70.57 12789.54 84.32 4086.26 290.26 4472.40 81.43 4338.30 33569.57 2277.73 173.51 485.60 1174.53 55.12 1640.41 1393.32 1401.35 1859.64 52.82 2.96 149.67 1.56 4376.52 396.31 47.35 771.37 409.62 – 176.13 84.13 766.73 – 76.26 84.47 17.85 193.42 20.78 99.23 0.69 20.99 0.90 19.97 5.00 1.91 2.35 125.19 107.43 830.91 55.12 1324.82 1319.32 1674.92 52.82 2.96 238.30 1170.76 20.75 396.31 94.10 0.70 236.91 – 76.89 10.67 0.88 – 47.35 657.29 409.62 – 176.13 75.37 766.73 – 385.17 1.86 385.17 31.46 54.37 31.46 19267.26 14302.31 24682.61 73.43 15833.62 8848.99 2068.58 209.15 2373.28 1643.94 729.34 48.32 378.17 343.62 113.99 230.00 1228.16 – 87.48 315.59 222.56 1449.58 1524.52 84.81 17.54 53.37 187.51 150.51 19.34 96.74 1228.16 87.48 0.68 1284.36 237.38 1232.40 82.03 1551.27 19.72 1227.83 184.72 – – 873.53 96.64 0.88 854.91 21.04 96.64 – – – – – – – – – 111.93 37.74 1.56 – 60.62 79.49 – – 165.22 292.12 323.44 18.62 – – – – 949.34 134.10 – – – – – – – 71.10 94.52 71.10 114.08 1060.96 0.66 877.42 183.54 – – – 8.76 – – – – 531.77 232.14 531.77 28.71 180.36 28.71 302.59 72.69 302.59 – – 5.20 – – – 9.16 – – – 5.20 – 40.53 54.04 40.53 – – – – – – – – 581 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (B) Options taken to hedge exchange rate risk and accounted as cash flow hedge: Particulars (a) Receivable hedges: US Dollars/Indian Rupees EURO/US Dollars (b) Payable hedges: US Dollars/Indian Rupees Nominal amount (v crore) As at 31-3-2020 Average rate (v) Within twelve months (v crore) After twelve months (v crore) Nominal amount (v crore) As at 31-3-2019 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 915.51 R 87.19 – 915.51 970.48 $ 1.16 to $ 1.25 516.55 453.93 1422.50 R 71.13 to R 74.94 632.65 $ 1.17 to $ 1.25 1422.50 – 363.68 268.97 – – – – 750.00 R 67.69 to R 75 750.00 – (C) Forward covers taken to hedge exchange rate risk and accounted as fair value hedge: Particulars (a) Receivable hedges US Dollar Canadian Dollar British Pound Australian Dollar South African Rand Danish krone Norwegian Krone Swedish krona Nominal amount (v crore) 1694.48 14.45 40.12 10.60 37.99 4.41 3.70 18.46 As at 31-3-2020 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 73.82 53.00 89.00 44.00 5.00 11.00 7.00 8.00 1694.48 14.45 40.12 10.60 37.99 4.41 3.70 18.46 – – – – – – – – Nominal amount (v crore) 1094.17 21.84 10.54 9.03 10.67 2.10 3.64 5.46 As at 31-3-2019 Average rate (v) Within twelve months (v crore) After twelve months (v crore) 71.00 52.00 92.00 49.00 5.00 11.00 8.00 8.00 1094.17 21.84 10.54 9.03 10.67 2.10 3.64 5.46 (D) Forward covers taken to hedge exchange rate risk and accounted as net investment hedge: Particulars (a) Receivable hedges: US Dollar Arab Emirates Dirham Qatari Riyal Saudi Riyal Nominal amount (v crore) 29.00 102.55 45.77 – As at 31-3-2020 Average rate (v) Within twelve months (v crore) 72.51 20.11 20.70 – 29.00 102.55 45.77 – After twelve months (v crore) Nominal amount (v crore) As at 31-3-2019 Average rate (v) Within twelve months (v crore) – – – – 28.73 81.20 116.68 51.07 71.83 20.46 20.91 19.34 28.73 – 116.68 51.07 582 – – – – – – – – After twelve months (v crore) – 81.20 – – Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (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 31-3-2020 Average rate (%) Within twelve months (v crore) 4.32 Nominal amount (v crore) As at 31-3-2019 Average rate (%) Within twelve months (v crore) 369.58 373.90 7.26 Floating interest rate borrowings - US Dollar 4.32 7.35 (iii) Outstanding commodity price hedge instruments: Commodity forward Contract: Particulars Nominal amount (v crore) As at 31-3-2020 Average rate (v) Nominal amount (v crore) As at 31-3-2019 Average rate (v) After twelve months (v crore) - After twelve months (v crore) 26.40 – 10.53 9.08 – – – Within twelve months (v crore) 27.25 355.02 15.18 15.50 – 42.56 112.49 Within twelve months (v crore) (271.25) 202.04 29.47 29.26 42.44 33.63 – (271.25) 514615.22 202.04 148790.59 38.32 5469.41 39.27 13631.02 42.44 189480.24 33.63 142435.43 – – Copper (Tn)* Aluminium (Tn) Iron Ore (Tn) Coking Coal (Tn) Zinc (Tn) Lead (Tn) Nickel (Tn) *Negative nominal amount represents sell position. 53.65 404260.66 355.02 133756.31 5643.17 25.71 13101.74 24.58 – – 42.56 146921.65 112.49 992854.36 (l) Carrying amounts of hedge instruments for which hedge accounting is followed: (A) Cash flow hedge: Particulars (i) Forward contracts (a) Current: Asset - Other financial assets Liability - Other financial liabilities (b) Non-current: Asset - Other financial assets Liability - Other financial liabilities (ii) Swap contracts (a) Current: Asset - Other financial assets Liability - Other financial liabilities (b) Non-current: Asset - Other financial assets Liability - Other financial liabilities (iii) Option contracts (a) Current: Asset - Other financial assets Liability - Other financial liabilities (b) Non-current: Asset - Other financial assets Liability - Other financial liabilities As at 31-3-2020 Interest rate exposure Currency exposure Commodity price exposure As at 31-3-2019 Interest rate exposure Currency exposure 795.47 1055.95 53.00 580.21 – – 155.06 59.55 26.61 8.97 39.13 33.36 (0.96) – 83.78 136.18 – – – – – – – – – – – 1.71 – – – – – – – – 714.76 396.78 366.37 109.95 49.11 – – – 22.43 0.96 6.51 – (0.40) – (0.40) – 0.88 – – – – – – – After twelve months (v crore) 4.32 After twelve months (v crore) – – 8.85 10.01 – – – v crore Commodity price exposure 56.94 46.57 – – – – – – – – – – 583 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (B) Fair value hedge: Particulars (i) Forward contracts (a) Current: Asset - Other financial assets Liability - Other financial liabilities (b) Non-current: Asset - Other financial assets Liability - Other financial liabilities (ii) Option contracts (a) Current: Asset - Other financial assets Liability - Other financial liabilities (b) Non-current: Asset - Other financial assets Liability - Other financial liabilities (C) Net investment hedge: Particulars (i) Forward contracts (a) Current: Asset - Other financial assets Liability - Other financial liabilities (b) Non-current: Asset - Other financial assets Liability - Other financial liabilities As at 31-3-2020 Currency exposure Interest rate exposure Commodity price exposure As at 31-3-2019 Currency exposure Interest rate exposure v crore Commodity price exposure – 63.86 – – 4.84 – 4.67 – – – – – – – – – – – – – – – – – – – 20.90 – – – 3.08 – – – – – – – – – As at 31-3-2020 Currency exposure Interest rate exposure Commodity price exposure As at 31-3-2019 Currency exposure Interest rate exposure – 0.26 – – – – – – – – – – 11.48 0.11 2.68 – – – – – – – – – – – – – v crore Commodity price exposure – – – – v crore (m) Breakup of cash flow hedging reserve and cost of hedging reserve: Particulars Balance towards continuing hedges Balance for which hedge accounting discontinued Total As at 31-3-2020 As at 31-3-2019 Cash flow hedging reserve Cost of hedging reserve Cash flow hedging reserve Cost of hedging reserve (412.63) (9.14) (421.77) (13.78) (1.37) (15.15) 360.54 (121.43) 239.11 6.77 (0.88) 5.89 584 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [59] (contd.) (n) Reclassification of hedging reserve and cost of hedging reserve to Profit or Loss: Particulars (A) Future cash flows are no longer expected to occur: (i) Revenue from operations (ii) Manufacturing, construction and operating expenses (iii) Sales, administration and other expenses (iv) Other income (B) Hedged expected future cash flows affecting Profit or Loss: (i) Progress billing (ii) Revenue from operations (iii) Manufacturing, construction and operating expenses (iv) Finance costs (v) Sales, administration and other expenses (vi) Discontinued operations (o) Movement of cash flow hedging reserve and cost of hedging reserve: Opening balance Cash flow 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 intrinsic value of option contracts Changes in fair value of swaps Amount reclassified to Profit or Loss Amount included in non-financial asset/liability Amount included in progress billing in Balance Sheet Taxes related to above Closing balance Opening balance Cost of hedging reserve Changes in the forward element of the forward contracts where changes in spot element of forward contract is designated as hedging instruments for time period related hedges Included in carrying amount of hedge item Amount reclassified to Profit or Loss Taxes related to above Closing balance v crore 2019-20 2018-19 – – (16.65) – (100.64) 167.20 (131.85) (150.26) 313.90 3.38 2019-20 239.11 248.63 (1001.89) 3.64 (43.85) 109.03 – (45.53) 0.34 (28.32) 67.98 (24.26) (259.35) 262.37 1.10 v crore 2018-19 449.22 261.47 (301.78) – 59.82 (307.86) (364.94) 5.39 100.64 334.42 (421.77) 0.31 28.32 106.69 239.11 v crore 2019-20 2018-19 5.89 (11.45) (151.87) (226.43) 0.55 122.14 8.14 (15.15) 0.13 252.95 (9.31) 5.89 585 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [60] 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 Total non-current financial assets pledged as collateral NOTE [61] Disclosure pursuant to Ind AS 116 “Leases”: (a) Transition disclosure: v crore As at 31-3-2020 As at 31-3-2019 – 22.90 16023.44 13604.92 199.81 683.26 29479.39 24703.11 965.59 749.80 46668.23 39763.99 1447.99 58312.78 59760.77 87.48 42797.67 42885.15 The Group has adopted Ind AS 116 “Leases” (“Standard”) effective April 1, 2019 (initial application date). Ind AS 116 supersedes Ind AS 17 “Leases”. The Standard sets out the principles for recognition, measurement, presentation and disclosure of leases. The Standard has brought major changes with respect to lease accounting for the lessee. It requires a lessee to account for right-of-use asset and lease liability for all the leases without classification into operating and finance lease. The Group has used modified retrospective method of transition. Accordingly, the Group has recognised a debit of R 79.09 crore (the cumulative effect of initially applying the Standard as an adjustment) to the opening balance of retained earnings at the date of initial application. Accordingly, the figures of the previous year have not been restated. The Group has availed of following practical expedients as at the transition date as provided by the Standard: • • Leases for which the lease term ends within 12 months of the date of initial application are accounted in the same way as short term leases. The Group has not reassessed whether a contract is or contains a lease at the date of initial application and instead applied the Standard to those contracts that were previously identified as leases under Ind AS 17. • The Group has excluded initial direct costs from the measurement of the right-of-use asset at the date of initial application. For leases previously classified as operating leases under Ind AS 17 and which are neither low value leases nor short term leases, the Group has recognised: • • a lease liability at present value of the remaining lease payments, discounted using Group’s incremental borrowing rate of 8.11% at the transition date. a right-of-use asset at its carrying amount as if the Standard has been applied since the lease commencement date but discounted using Group’s incremental borrowing rate at the date of initial application, except in few cases wherein the right-of-use asset is determined as an amount equal to the lease liability as at the transition date. For leases previously classified as finance leases under Ind AS 17, the carrying amount of lease asset and lease liability as at March 31, 2019 have been considered as right-of-use asset and lease liability respectively as at April 1, 2019 under Ind AS 116. 586 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [61] (contd.) Reconciliation between operating lease commitments disclosed as per Ind AS 17 as at March 31, 2019 and lease liabilities recognised in the Balance Sheet at the date of initial application i.e. April 1, 2019 is as follows: Particulars Operating lease commitments under Ind AS 17 as at March 31, 2019 Less: Commitments pertaining to short term leases Less: Commitments pertaining to low value leases Less: Impact of discounting of lease payments under Ind AS 116 Add: Extension and termination options reasonably certain to be exercised Add: Commitments relating to leases previously classified as finance leases Lease liability recognised under Ind AS 116 as at April 1, 2019 v crore 1258.68 79.69 11.21 368.48 375.70 0.06 1175.06 (b) Where the Group is a lessor: Finance leases: A. Assets given under leases mainly include power plant where the Group has agreed to manufacture/construct an (i) 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. B. Finance lease income recognised in the Statement of Profit and Loss during the year amounts to R 1035.33 crore (R 1003.04 crore is on the net investment in finance lease and R 32.29 crore is income relating to variable lease payments not included in the measurement of the net investment in finance leases). Further, an amount of R 0.25 crore is accounted as sub-lease income classified as finance lease. C. The gross investment in these leases and the present value of minimum lease payments receivable is as under: Sr. No. 1 2 3 4 5 6 7 Particulars Receivable not later than 1 year Receivable later than 1 year and not later than 2 years Receivable later than 2 years and not later than 3 years Receivable later than 3 years and not later than 4 years Receivable later than 4 years and not later than 5 years Receivable later than 5 years Unguaranteed residual value Gross investment in leases (1+2+3+4+5+6+7) Less: Unearned finance income Present value of minimum lease payments receivable v crore Present value of minimum lease payments As at 31-3-2020 214.76 185.55 306.33 637.00 476.96 6087.22 990.36 8898.18 Minimum Lease Payments As at 31-3-2020 1189.58 1137.71 1231.54 1511.98 1289.63 13467.38 990.36 20818.18 11920.00 8898.18 D. Reconciliation of carrying amount of net investment in finance lease receivables is as under: Sr. No. 1 2 3 4 5 Particulars Opening balance as at April 1, 2019 Impact of Ind AS 116 - derecognition of right-of-use asset on sub-lease treated as finance lease Finance income/sub-lease income recognised during the year Addition to finance lease during the year Lease rental received during the year Closing balance as at March 31, 2020 (1+2+3+4+5) v crore Net investment in finance lease 9067.70 3.26 1003.29 76.10 (1252.17) 8898.18 587 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [61] (contd.) (ii) Operating leases: A. The Group has given certain assets under non-cancellable operating lease such as buildings, plant & equipment and vehicles. Leases are renewed only on mutual consent and at a prevalent market price and sub-lease is generally restricted. B. Operating lease income recognised in the Statement of Profit and Loss during the year amounts to R 170.85 crore. Further, an amount of R 1.28 crore is accounted as sub-lease income classified as operating lease. C. Annual undiscounted lease payments receivable is as under: Sr. No. 1 2 3 4 5 6 Particulars Receivable not later than 1 year Receivable later than 1 year and not later than 2 years Receivable later than 2 years and not later than 3 years Receivable later than 3 years and not later than 4 years Receivable later than 4 years and not later than 5 years Receivable later than 5 years Total (1+2+3+4+5+6) v crore As at 31-3-2020 116.97 81.77 50.78 27.28 7.41 0.61 284.82 (c) Where the Group is a lessee: (i) The Group has taken various assets on lease such as plant & equipment, buildings, office premises, vehicles. Generally, leases are renewed only on mutual consent and at a prevalent market price and sub-lease is restricted. (ii) The Group during the year has leased out surplus capacity in leased assets and has accounted an income of R 1.53 crore on such sub-leases. (iii) Details with respect to right-of-use assets: Class of asset Depreciation for the year* Land Buildings Plant & equipment Furniture & fixtures Vehicles Total 17.81 288.15 45.60 1.67 0.21 353.44 Addition to right-of-use asset during the year** 26.57 1125.51 114.52 – 0.15 1266.75 v crore Carrying amount of asset as at 31-3-2020 385.44 1716.20 117.77 6.81 0.27 2226.49 * Depreciation for the year includes depreciation on land R 0.14 crore and on buildings R 0.04 crore pertaining to discontinued operations. ** Addition to right-of-use asset during the year includes addition on account of business combination R 607.03 crore (R 23.89 crore in land and R 583.14 crore in buildings). Interest expense on lease liabilities amounts to R 162.79 crore (including R 0.74 crore pertaining to discontinued operations). The expense relating to payments not included in the measurement of the lease liability and recognised as expense in the Statement of Profit and Loss during the year are as follows: A. B. Short term leases - R 2749.00 crore (including R 10.91 crore pertaining to discontinued operations); Low value leases - R 48.45 crore (including Nil pertaining to discontinued operations). (iv) (v) (vi) Total cash outflow for leases amounts to R 3090.44 crore (including R 13.63 crore pertaining to discontinued operations) during the year including cash outflow of short term and low value leases. (vii) The Group has entered into certain lease agreements, which had not commenced by the year end and as a result, a lease liability and right-of-use asset has not been recognised as at March 31, 2020. The aggregate future cash flows to which the Group is exposed in respect of these contracts are: Fixed payments of R 17.99 crore per year, over the lease term ranging from 1 to 9 years. 588 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [62] Additional information pursuant to Schedule III to the Companies Act, 2013 for the year ended 31-3-2020: 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 (R crore) As % of consolidated profit or loss Amount (R crore) As % of consolidated other comprehensive income Amount (R crore) As % of consolidated total comprehensive income Amount (R crore) Parent Company Larsen and Toubro Limited Indian Subsidiaries Infrastructure: Hi-Tech Rock Products and Aggregates Limited L&T Geostructure LLP L&T Infrastructure Engineering Limited Heavy Engineering: L&T Cassidian Limited Hydrocarbon: 78.20% 52175.35 69.95% 6679.21 50.24% (518.92) 72.34% 6160.29 (0.01%) 0.30% 0.07% (5.50) 199.22 45.18 (0.21%) 0.51% 0.01% (19.65) 48.58 1.24 – 0.01% 0.01% – (0.06) (0.07) (0.23%) 0.58% 0.01% (19.65) 48.52 1.17 – – – – – – – – L&T Hydrocarbon Engineering Limited L&T-Gulf Private Limited IT & Technology Services: Larsen & Toubro Infotech Limited L&T Technology Services Limited Mindtree Limited (Consolidated) L&T Thales Technology Services Private 4.07% 0.05% 7.84% 3.93% 4.73% 2720.29 33.10 9.86% 0.09% 941.71 8.65 (17.45%) – 180.26 0.01 13.17% 0.10% 1121.97 8.66 5228.84 2620.03 3156.72 16.26% 8.27% 5.64% 1552.36 790.03 538.17 42.42% 25.20% 20.25% (438.10) (260.32) (209.15) 13.08% 6.22% 3.86% 1114.26 529.71 329.02 Limited 0.04% 25.36 0.15% 14.64 (0.01%) 0.11 0.18% 14.75 Syncordis Software Services India Private Limited Graphene Semiconductor Services Private Limited Seastar Labs Private Limited Ruletronics Systems Private Limited Esencia Technologies India Private Limited Lymbyc Solutions Private Limited Powerup Cloud Technologies 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 L&T Infra Investment Partners Trustee Private Limited L&T Infrastructure Finance Company Limited L&T Investment Management Limited – 2.67 0.01% 0.92 0.04% – 0.01% – 0.01% 28.15 (0.29) 3.90 0.62 3.79 0.08% – – – 0.01% 6.94 – 0.08 (0.09) 1.06 0.01% 7.71 (0.02%) (1.55) – – – – – – – – – – – – – 0.01% 0.92 0.09% – – – 0.01% 6.94 – 0.08 (0.09) 1.06 (0.04) (0.02%) (1.59) 0.10% 11.76% 2.28% 1.91% 66.44 7844.84 1521.71 1274.05 (0.04%) 2.79% 0.48% 2.23% – 0.06 – (3.73) 266.81 46.31 212.98 3.42 0.01 (0.03%) 0.01% 1.11% 0.02% 0.33 (0.11) (11.50) (0.16) – – – – (0.04%) 3.13% 0.41% 2.51% 0.04% – (3.40) 266.70 34.81 212.82 3.42 0.01 7.81% 0.87% 5210.39 577.39 2.92% 2.10% 279.25 200.08 (0.17%) 0.10% 1.78 (1.07) 3.30% 2.34% 281.03 199.01 589 Private Limited 0.02% 14.63 0.04% NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [62] (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 (R crore) As % of consolidated profit or loss Amount (R crore) L&T Mutual Fund Trustee Limited L&T Financial Consultants Limited Mudit Cement Private Limited L&T Finance Limited L&T Infra Investment Partners (The Fund) – 0.12% (0.06%) 13.33% 0.73% 1.31 82.16 (42.16) 8893.59 489.24 – 0.55% (0.17%) 3.84% – (0.12) 52.75 (15.96) 366.29 0.20 As % of consolidated other comprehensive income – – – 14.46% – Amount (R crore) – (0.03) – (149.37) – As % of consolidated total comprehensive income – 0.63% (0.19%) 2.55% – Amount (R crore) (0.12) 52.72 (15.96) 216.92 0.20 Developmental Projects: L&T Metro Rail (Hyderabad) Limited Sahibganj Ganges Bridge-Company Private Limited Power Development: L&T Arunachal Hydropower Limited L&T Himachal Hydropower Limited L&T Power Development Limited L&T Uttaranchal Hydropower Limited Nabha Power Limited Realty: Chennai Vision Developers Private Limited L&T Asian Realty Project LLP L&T Parel Project LLP L&T Construction Equipment Limited LTR SSM Private Limited L&T Seawoods Limited L&T Vision Ventures Limited L&T Electricals and Automation Limited Valves, Construction Equipment and Others: 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 Foreign Subsidiaries Infrastructure: Larsen & Toubro (Oman) LLC Larsen & Toubro Qatar LLC Larsen & Toubro Saudi Arabia LLC Larsen & Toubro T&D SA (Proprietary) Limited Larsen & Toubro (East Asia) Sdn. Bhd. 590 2.76% 1842.71 (4.00%) (382.21) (0.47%) 4.85 (4.43%) (377.36) – – – – – – – – (0.07) (1.29) (113.73) (5.74) 243.03 (0.01) (3.88) 171.71 239.88 (0.05) 38.66 (0.02) (1.73) 1.97 3.34 – 0.28 0.27 0.94 0.16 – – – 4.28% 2.28% 5.25% – (0.05%) 0.34% 0.90% – 4.11% (0.01%) – 0.30% 0.64% – 0.01% – 0.05% 0.01% – 0.67% – 0.84% – – (0.18) (2.29) 2854.22 1518.79 3503.86 (0.02) (30.77) 227.93 599.29 0.05 2744.20 (4.67) 0.30 – (0.01%) (1.19%) (0.06%) 2.55% – (0.04%) 1.80% 2.51% – 0.40% – (0.02%) 199.74 424.28 0.02% 0.03% 0.05 5.54 – 34.82 5.04 (0.01) 446.44 0.20 558.07 2.81 2.42 – – – 0.01% – – 0.25% – 1.41% – 0.01% – – – – (1.52%) – – – – – – – – – – – – 15.74 – – 0.02 – – (0.01) – – – (0.02%) (1.34%) (0.07%) 3.04% – (0.05%) 2.03% 2.82% – 0.45% – (0.02%) (0.07) (1.29) (113.73) (5.74) 258.77 (0.01) (3.88) 171.73 239.88 (0.05) 38.65 (0.02) (1.73) 0.21% 1.75% (2.19) (18.10) – (0.17%) (0.22) (14.76) – – – – – – – – – (0.04) – – 39.61 0.02 13.99 (0.36) 0.07 – – – 0.01% – – 0.75% – 1.76% – 0.02% – 0.28 0.27 0.90 0.16 – 63.19 (0.30) 148.94 (0.16) 1.38 23.58 (0.32) 134.95 (3.84%) – (1.35%) 0.20 1.31 0.03% (0.01%) Notes forming part of the Consolidated Financial Statements (contd.) NOTE [62] (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 (R crore) As % of consolidated profit or loss Amount (R crore) As % of consolidated other comprehensive income Amount (R crore) As % of consolidated total comprehensive income Amount (R crore) 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 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: L&T Information Technology Services (Shanghai) Co., Ltd. L&T Infotech Financial Services Technologies Inc. Larsen & Toubro Infotech Canada Limited Larsen & Toubro Infotech LLC Larsen and Toubro Infotech South Africa (Proprietary) Limited Larsen & Toubro Infotech 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 PSF S.A. (formerly known as 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 Lymbyc Solutions Inc. L&T Technology Services LLC (0.11%) (74.69) (0.04%) (3.96) – – (0.05%) (3.96) – 0.30% – (0.55%) (0.82%) – 201.21 (0.08) (369.15) (547.87) 0.03% 1.05% – 0.56% (0.34%) 2.79 100.74 (0.06) 53.39 (32.20) 0.01% – – 3.16% – (0.07) – – (32.68) – 0.03% 1.18% – 0.24% (0.38%) 2.72 100.74 (0.06) 20.71 (32.20) 0.01% 4.91 0.03% 3.08 (0.03%) 0.31 0.04% 3.39 – 0.11% – – 76.29 (0.19) – 1.55% – – 147.73 (0.30) – (0.23%) – – 2.38 – – 1.76% – – 150.11 (0.30) – (1.39) (0.01%) (0.96) 0.01% (0.06) (0.01%) (1.02) 0.37% 0.04% 0.01% 0.01% 0.50% – – – – 0.03% (0.01%) (0.02%) 248.76 24.28 3.99 4.10 332.94 1.67 0.32 2.88 0.30 18.27 (4.78) (16.39) 0.73% 0.12% – 0.02% (0.05%) (0.01%) – – 0.01% (0.04%) (0.06%) (0.12%) 70.00 11.42 0.32 1.46 (5.02) (0.93) 0.32 0.04 0.99 (4.01) (5.29) (11.28) (0.71%) (0.05%) (0.03%) 0.05% 0.80% (0.01%) – (0.02%) 0.01% (0.10%) – 0.05% 7.35 0.50 0.34 (0.49) (8.22) 0.12 – 0.25 (0.09) 1.03 (0.04) (0.56) 0.91% 0.14% 0.01% 0.01% (0.16%) (0.01%) – – 0.01% (0.03%) (0.06%) (0.14%) 77.35 11.92 0.66 0.97 (13.24) (0.81) 0.32 0.29 0.90 (2.98) (5.33) (11.84) 0.01% 3.36 (0.01%) (0.89) (0.01%) 0.13 (0.01%) (0.76) 0.02% – 0.03% 0.02% – – 0.01% – – 0.28% 11.68 3.25 22.11 12.47 (0.24) 0.04 7.26 1.96 (0.39) 184.13 (0.03%) 0.01% 0.13% 0.07% – – – (0.02%) – 0.34% (2.77) 0.78 12.16 7.04 (0.10) (0.47) 0.34 (1.56) (0.02) 32.58 (0.06%) (0.04%) (0.08%) (0.07%) (0.01%) – (0.02%) (0.02%) – (1.45%) 0.59 0.41 0.84 0.71 0.06 0.01 0.25 0.23 (0.01) 15.01 (0.03%) 0.01% 0.15% 0.09% – (0.01%) 0.01% (0.02%) – 0.56% (2.18) 1.19 13.00 7.75 (0.04) (0.46) 0.59 (1.33) (0.03) 47.59 591 NOTES FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS ANNUAL REPORT 2019-20 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [62] (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 (R crore) As % of consolidated profit or loss Amount (R crore) As % of consolidated other comprehensive income – – – (0.09%) Amount (R crore) 0.04 0.01 – 0.89 As % of consolidated total comprehensive income (0.01%) – (0.01%) 0.18% Amount (R crore) (0.53) (0.01) (0.69) 15.28 Graphene Solutions PTE Ltd. Graphene Solutions SDN .BHD Graphene Solutions Taiwan Limited Esencia Technologies Inc L&T Technology Services (Shanghai) Co. Ltd Financial Services: – – – 0.02% 0.97 0.16 0.64 14.55 (0.01%) – (0.01%) 0.15% (0.57) (0.02) (0.69) 14.39 – 1.95 (0.02%) (1.50) – – (0.02%) (1.50) L&T Capital Markets (Middle East) Ltd 0.02% 10.45 0.02% 1.91 (0.10%) 1.00 0.03% 2.91 Realty: L&T Realty FZE Valves, Construction Equipment and Others: L&T Valves Arabia Manufacturing LLC L&T Valves USA LLC 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 Magtorq Engineering Solutions Private Limited Foreign Associates Larsen & Toubro Qatar & HBK Contracting Co. WLL L&T Camp Facilities LLC Total Associates – – (0.04%) (3.41) (0.01%) 0.13 (0.04%) (3.28) – 0.01% 0.65 3.36 (0.01%) – (1.29) (0.40) – – – – (0.02%) – (1.29) (0.40) – 0.03 (0.03%) (2.94) 0.01% (0.14) (0.04%) (3.08) 0.01% 0.20% 9.31 132.19 0.03% (0.41%) 3.33 (39.45) (0.03%) (1.15%) 0.10% – (0.03%) – 0.73% 0.01% 1.33% 0.91% (14.27%) 70.09 1.03 (19.78) 2.28 486.19 7.85 886.63 606.62 57302.44 (9520.83) 0.10% (0.19%) 0.06% (0.03%) 0.30% – 2.30% 1.58% (14.09%) 8.43 (18.54) 5.48 (2.88) 28.97 (0.17) 219.76 150.90 6379.28 (1345.25) (0.34%) 0.02% 0.06% 0.02% (1.83%) (0.02%) (7.28%) (4.68%) (27.29%) 0.15% – 0.01% 101.84 – 4.63 0.26% – – 25.20 – (0.12) (0.01%) – – – 0.44 – 0.06 – (0.01%) 0.01% (3.97) 6.21 109.15 – 0.01% – 0.80 25.94 0.02% (0.01%) 0.30 11.89 3.49 (0.19) (0.61) (0.19) 18.86 0.25 75.21 48.36 (686.28) 281.83 0.09 – – – (0.22) 0.08 (0.05) 0.04% (0.32%) 0.14% (0.22%) 0.06% (0.04%) 0.56% – 3.46% 2.34% (12.49%) 3.63 (27.56) 11.92 (18.73) 4.87 (3.07) 47.83 0.08 294.97 199.26 5693.00 (1063.42) 0.30% – – 25.29 – (0.12) – 0.06 – 0.01% (0.22) 0.88 25.89 592 Notes forming part of the Consolidated Financial Statements (contd.) NOTE [62] (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 (R crore) As % of consolidated profit or loss Amount (R crore) As % of consolidated other comprehensive income Amount (R crore) As % of consolidated total comprehensive income Amount (R crore) Indian Joint Ventures Power: L&T-MHPS Boilers Private Limited L&T-MHPS Turbine Generators Private Limited L&T Howden Private Limited L&T-Sargent & Lundy Limited Heavy Engineering: L&T Special Steels and Heavy Forgings Private Limited Defence Engineering: 1.32% 883.79 1.67% 159.22 (0.18%) 1.81 1.89% 161.03 0.25% 0.08% 0.06% 169.81 52.86 41.08 0.26% 0.09% 0.13% 25.06 7.48 11.29 0.19% – 0.07% (1.96) (0.01) (0.69) 0.27% 0.09% 0.12% 23.10 7.47 10.60 (1.15%) (765.89) (1.72%) (164.37) 0.02% (0.19) (1.93%) (164.56) L&T MBDA Missile Systems Limited – (0.57) (0.01%) (1.02) – – (0.01%) (1.02) Hydrocarbon: L&T Sapura Offshore Private Limited L&T Sapura Shipping Private Limited L&T-Gulf Private Limited Developmental Projects: L&T Infrastructure Development Projects – 0.47% – 0.29 316.64 – – (0.12%) (0.04%) – (11.63) (3.68) – (2.67%) – – 27.54 – – 0.19% (0.04%) – 15.91 (3.68) Limited (Consolidated) 1.40% 931.81 (1.52%) (144.85) (2.77%) 28.56 (1.37%) (116.29) Others: Raykal Aluminium Company Private Limited Foreign Joint Ventures Hydrocarbon: Indiran Engineering Projects & Systems, Kish, (PJSC) L&T Hydrocarbon Caspian LLC Total Joint Ventures CFS Adjustment and elimination Total NOTE [63] – – – (52.41%) 0.20 – (0.03) (0.27) – 1629.75 (34972.64) 66723.22 – – (21.65%) 0.08 – (122.45) (2067.70) 9549.03 – – – 15.93% – – (0.03) 0.05 – 55.11 (164.52) (1032.83) – – (26.21%) 0.13 – (67.34) (2232.22) 8516.20 There are no amounts due and outstanding to be credited to Investor Education & Protection Fund as at March 31, 2020. NOTE [64] Figures for the previous year have been regrouped/re-classified to conform to the figures of the current year. 593 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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] 3 Hi-Tech Rock Products and Aggregates Limited 31-Mar-20 INR 1 Bhilai Power Supply Company Limited 2 L&T Electricals and Automation Limited 5 Kesun Iron and Steel Company Private Limited 4 L&T Seawoods Limited 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR Particulars Sr. no. Sr. No. v crore 6 L&T Valves Limited 31-Mar-20 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 594 – 11-Jul-95* – 12-Dec-07* – 01-Jan-08* – 13-Mar-08* – 16-Jan-09* – 23-Nov-61* 0.05 – 1.06 1.11 1.11 – – – – – – – – – 99.90 7.44 (7.14) 12.88 13.18 13.18 – – (1.73) 0.00 (1.73) – – – – 100.00 0.05 1654.55 (5.55) 446.57 441.06 441.06 299.78 412.18 (19.65) – (19.65) – – – – 100.00 1089.65 290.42 3034.62 3034.62 – 510.20 43.72 5.06 38.66 – – – – 100.00 0.01 (0.01) 0.00 0.00 0.00 – – 0.27 – 0.27 – – – – 95.00 18.00 406.27 915.65 1339.93 1339.93 5.48 1028.43 39.85 36.51 3.34 – – – – 100.00 7 Chennai Vision Developers Private Limited 31-Mar-20 INR 8 L&T Vision Ventures Limited 9 L&T Power Limited 10 L&T Cassidian Limited 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 11 L&T Aviation Services Private Limited 31-Mar-20 INR 12 Larsen & Toubro Infotech Limited 31-Mar-20 INR – 14-Aug-08* – 22-Dec-06* – 09-Mar-06* – 15-Apr-11* – 06-Nov-09* – 23-Dec-96* 0.01 (0.03) 0.03 0.00 0.00 0.00 – (0.01) – (0.01) – – – – 100.00 0.05 (4.72) 10.91 6.24 6.24 – – (0.02) – (0.02) – – – – 68.00 0.05 5.49 0.15 5.69 5.69 5.67 – 0.38 0.10 0.28 – – – – 99.99 0.05 (0.05) – – – – – – – – – – – – 100.00 45.60 (10.78) 8.15 42.97 42.97 – 19.65 1.27 0.33 0.94 – – – – 100.00 17.41 5211.42 3087.87 8316.70 8316.70 2873.50 10184.20 2007.00 454.60 1552.40 (217.66) – (269.90) – 74.53 17 L&T Investment Management Limited 31-Mar-20 INR 18 L&T Mutual Fund Trustee Limited 31-Mar-20 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.) v crore Sr. No. Particulars Sr. no. 13 L&T Finance Holdings Limited 14 L&T Housing Finance Limited 15 L&T Finance Limited 16 L&T Capital Markets Limited 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity/Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Sr. No. Particulars Sr. no. 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity/Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Note: * Date of incorporation 31-Mar-20 INR – 01-May-08* 31-Mar-20 INR – 09-Oct-12 31-Mar-20 INR 31-Mar-20 INR – 31-Dec-12 – 07-Feb-13* – 25-Apr-96* – 30-Apr-96* 2004.83 165.37 1599.14 5840.02 3492.97 11337.82 11337.82 10069.68 475.44 283.74 16.93 266.81 – – – – 63.72 1356.34 13546.10 15067.80 15067.80 131.04 1323.10 71.65 25.34 46.31 (37.21) – – – 63.72 7294.45 43683.13 52576.72 52576.72 3077.45 8184.41 813.96 447.67 366.29 (183.90) – – – 63.72 52.31 14.13 7.02 73.46 73.46 60.82 34.27 0.08 3.81 (3.73) – – – – 63.72 251.82 325.53 46.28 623.63 623.63 90.13 381.28 200.06 – 200.06 (123.39) – – – 63.72 0.15 1.16 0.05 1.36 1.36 0.96 0.05 (0.12) – (0.12) – – – – 63.72 19 L&T Infrastructure Finance Company Limited 31-Mar-20 INR 20 L&T Infra Debt Fund Limited 31-Mar-20 INR 21 L&T Infra Investment Partners Advisory Private Limited 31-Mar-20 INR 22 L&T Infra Investment Partners Trustee Private Limited 31-Mar-20 INR 23 L&T Financial Consultants Limited 31-Mar-20 INR – 18-Apr-06* – 19-Mar-13* – 30-May-11* – 12-Aug-11* – 16-Jun-11* 24 Mudit Cement Private Limited 31-Mar-20 INR – 27-Dec-13 1505.30 490.18 3705.09 26446.16 31656.55 31656.55 2325.96 3056.00 709.56 430.31 279.25 – – – – 63.72 783.87 8594.18 9868.23 9868.23 635.31 901.82 212.98 – 212.98 – – – – 63.72 5.00 9.63 0.30 14.93 14.93 12.47 6.14 4.78 1.36 3.42 – – – – 63.72 0.10 (0.04) 0.01 0.07 0.07 (0.00) 0.03 0.01 0.00 0.01 – – – – 63.72 18.75 63.41 370.69 452.85 452.85 4.26 89.31 74.30 21.55 52.75 – – – – 63.72 2.10 (44.26) 67.96 25.80 25.80 – – (18.74) (2.78) (15.96) – – – – 63.72 595 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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.) 25 L&T Capital Company Limited 31-Mar-20 INR 26 L&T Power Development Limited 31-Mar-20 INR 27 L&T Uttaranchal Hydropower Limited 31-Mar-20 INR 28 L&T Arunachal Hydropower Limited 31-Mar-20 INR 29 L&T Himachal Hydropower Limited 31-Mar-20 INR v crore 30 Nabha Power Limited 31-Mar-20 INR 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 596 – 06-Apr-00* – 12-Sep-07* – 13-Nov-06* – 24-Jun-10* – 22-Jun-10* – 09-Apr-07* 0.05 3112.70 161.05 40.39 200.55 2325.00 4.99 0.21 5.25 5.25 0.01 – 0.22 0.06 0.16 – – – – 100.00 (258.48) 1.37 2855.59 2855.59 2850.32 5.33 (113.70) 0.03 (113.73) – – – – 100.00 1357.74 112.33 1631.12 1631.12 13.25 – (5.74) 0.00 (5.74) – – – – 100.00 (40.57) 0.17 0.01 0.01 – – (0.07) 0.00 (0.07) – – – – 100.00 (202.84) 2.37 0.08 0.08 – – (1.29) 0.00 (1.29) – – – – 100.00 1178.85 7733.88 11237.73 11237.73 – 3766.66 249.42 6.38 243.04 – – – – 100.00 31 L&T Metro Rail (Hyderabad) Limited 32 L&T Technology Services Limited 33 L&T Construction Equipment Limited 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 34 L&T Infrastructure Engineering Limited 31-Mar-20 INR 35 L&T Thales Technology Services Private Limited 31-Mar-20 INR 36 Sahibganj Ganges Bridge- Company Private Limited 31-Mar-20 INR – 24-Aug-10* – 14-Jun-12* – 29-Jul-97* – 09-Dec-98* – 15-Feb-14 – 14-Jul-16* 2439.00 20.90 167.16 (596.29) 16220.29 18063.00 18063.00 – 1359.65 (382.21) – (382.21) – – – – 100.00 2599.13 1461.67 4081.70 4081.70 765.19 5181.27 1055.02 264.99 790.03 (78.20) – (141.09) – 74.62 432.13 850.87 1450.16 1450.16 227.58 733.98 296.30 56.42 239.88 – – – – 100.00 3.60 41.58 44.37 89.55 89.55 – 70.65 1.84 0.60 1.24 – – – – 100.00 2.05 23.31 74.25 99.61 99.61 3.26 142.80 20.77 6.13 14.64 – – – – 55.22 0.01 (0.01) – – – – – – – – – – – – 100.00 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 37 L&T Hydrocarbon Engineering Limited 38 L&T Infra Contractors Private Limited 31-Mar-20 INR 31-Mar-20 INR 39 Esencia Technologies India Private Limited 31-Mar-20 INR 40 Syncordis Software Services India Private Limited 31-Mar-20 INR 41 LTR SSM Private Limited 42 L&T-Sargent & Lundy Limited 31-Mar-20 INR 31-Mar-20 INR – 02-Apr-09* – 17-Mar-17* – 31-May-17 – 11-Dec-17 – 24-Sep-18* – 05-May-95* 1000.05 1720.24 11824.24 14544.53 14544.53 1694.43 14410.56 1329.86 388.15 941.71 (245.02) (60.90) (100.01) (20.30) 100.00 0.01 (0.02) 0.01 0.00 0.00 – – (0.00) – (0.00) – – – – 100.00 0.01 0.60 0.01 0.62 0.62 – – (0.09) – (0.09) – – – – 74.62 0.45 2.22 5.62 8.29 8.29 – 10.25 1.19 0.27 0.92 – – – – 74.53 0.10 (0.10) – – – – – (0.05) – (0.05) – – – – 99.00 5.57 76.59 39.42 121.58 121.58 54.57 111.94 26.27 3.69 22.58 – – – – 50.00 43 L&T Gulf Private Limited 44 L&T-MHPS Boilers Private Limited 31-Mar-20 INR 31-Mar-20 INR 45 L&T-MHPS Turbine Generators Private Limited 31-Mar-20 INR 46 Raykal Aluminium Company Private Limited 31-Mar-20 INR 47 L&T Special Steels and Heavy Forgings Private Limited 31-Mar-20 INR 48 L&T Howden Private Limited 31-Mar-20 INR – 11-Jan-08* – 09-Oct-06* – 27-Dec-06* – 23-Feb-99* – 01-Jul-09* – 17-Jun-10* 8.00 234.10 710.60 25.10 4.33 37.43 37.43 17.68 14.76 9.04 0.39 8.65 – – – – 100.00 1498.84 2132.74 3865.68 3865.68 312.91 2035.62 429.80 117.60 312.20 – – – – 51.00 (377.64) 2204.45 2537.41 2537.41 528.93 802.02 49.13 0.00 49.13 – – – – 51.00 0.05 0.22 0.70 0.97 0.97 – – (0.03) – (0.03) – – – – 75.50 566.60 (1601.58) 2546.06 1511.08 1511.08 – 222.78 (222.12) – (222.12) – – – – 74.00 30.00 75.50 121.57 227.07 227.07 – 149.08 20.66 5.73 14.93 – – – – 50.10 597 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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.) 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 598 49 L&T Sapura Offshore Private Limited 50 L&T Sapura Shipping Private Limited 51 L&T MBDA Missile Systems Limited 31-Mar-20 INR 31-Mar-20 USD 31-Mar-20 INR 52 L&T Infrastructure Development Projects Limited 31-Mar-20 INR 53 Panipat Elevated Corridor Limited v crore 54 Vadodara Bharuch Tollway Limited 31-Mar-20 INR 31-Mar-20 INR – 02-Sep-10* 75.67 02-Sep-10* – 05-Apr-17* – 26-Feb-01* – 21-Jul-05* – 23-Dec-05* 0.01 0.48 5.98 6.47 6.47 – – 0.00 0.00 0.00 – – – – 60.00 158.85 368.94 313.81 841.60 841.60 – 95.57 (19.07) 0.31 (19.38) – – – – 60.00 1.00 629.52 30.05 (2.11) 117.81 116.70 116.70 – 21.18 (1.67) 0.33 (2.00) – – – – 51.00 2619.54 660.99 3910.05 3910.05 3094.16 152.73 9.23 34.11 (24.88) – – – – 51.00 (304.53) 445.93 171.45 171.45 0.31 79.20 13.23 – 13.23 – – – – 51.00 43.50 (94.12) 728.22 677.60 677.60 26.69 358.45 119.36 21.04 98.32 – – – – 51.00 55 L&T Interstate Road Corridor Limited 31-Mar-20 INR 56 L&T Transportation Infrastructure Limited 31-Mar-20 INR 57 L&T Halol- Shamlaji Tollway Limited 58 Ahmedabad- Maliya Tollway Limited 59 L&T Samakhiali Gandhidham Tollway Limited 60 L&T Deccan Tollways Limited 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR – 02-Feb-06* – 24-Sep-97* – 09-Sep-08* – 09-Sep-08* – 05-Feb-10* – 20-Dec-11* 57.16 (12.36) 219.51 264.31 264.31 63.93 27.90 2.64 1.42 1.22 – – – – 51.00 41.40 795.35 149.00 80.54 285.34 328.31 39.80 409.51 409.51 91.90 142.84 219.04 60.64 158.40 – – – – 63.86 (441.30) 819.64 1173.69 1173.69 – 95.02 (30.86) – (30.86) – – – – 24.98 (65.68) 1228.32 1311.64 1311.64 34.38 190.28 (8.33) – (8.33) – – – – 51.00 (333.52) 1880.88 1627.90 1627.90 – 165.08 (129.37) – (129.37) – – – – 51.01 (510.46) 2278.09 2052.97 2052.97 14.97 141.91 (241.69) 0.07 (241.76) – – – – 52.89 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 61 Kudgi Transmission Limited 62 L&T Sambalpur- Rourkela Tollway Limited 63 PNG Tollway Limited 64 L&T Rajkot- Vadinar Tollway Limited 65 L&T Chennai - Tada Tollway Limited 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 31-Mar-20 INR 66 Graphene Semiconductor Services Private Limited 31-Mar-20 INR – 30-Aug-13 – 18-Oct-13* – 16-Feb-09* – 08-Sep-08* – 24-Mar-08* – 15-Oct-18 192.60 290.03 169.10 110.00 219.97 1571.23 1983.80 1983.80 207.90 193.52 64.03 1.11 62.92 – – – – 51.00 (113.32) 1077.28 1253.99 1253.99 25.63 158.83 (47.12) 0.08 (47.20) – – – – 51.00 (330.39) 174.30 13.01 13.01 1.12 – (2.63) 0.08 (2.71) – – – – 37.74 (265.02) 983.29 828.27 828.27 9.81 104.76 (34.54) – (34.54) – – – – 51.00 42.00 (5.62) 351.13 387.51 387.51 – – (0.13) – (0.13) – – – – 51.00 1.43 26.72 6.14 34.29 34.29 – 46.30 9.01 2.07 6.94 – – 18.04 – 74.62 67 Seastar Labs Private Limited 31-Mar-20 INR 68 L&T Construction Machinery Limited 31-Mar-20 INR 69 Ruletronics Systems Private Limited 31-Mar-20 INR 70 71 Mindtree Limited Lymbyc Solutions Private Limited 31-Mar-20 INR 31-Mar-20 INR 72 Powerup Cloud Technologies Private Limited 31-Mar-20 INR – 15-Oct-18 – 18-Dec-18* – 01-Feb-19 – 02-Jul-19 – 29-Aug-19 – 25-Oct-19 0.05 (0.34) 2.18 1.89 1.89 – – (0.00) – (0.00) – – – – 74.62 199.14 0.60 159.44 359.18 359.18 – 350.43 1.27 (0.70) 1.97 – – – – 100.00 0.51 3.39 3.83 7.73 7.73 – 5.03 0.17 0.09 0.08 – – – – 74.53 164.60 2992.00 1999.90 5156.50 5156.50 774.40 7764.03 828.70 197.90 630.80 (49.37) – (164.57) – 61.08 1.15 2.65 4.78 8.58 8.58 0.56 6.33 1.35 0.29 1.06 – – – – 74.53 0.02 7.69 21.02 28.73 28.73 – 16.10 (2.09) (0.54) (1.55) – – – – 74.53 599 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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.) Sr. No. Particulars Sr. no. 73 Larsen & Toubro LLC 74 Larsen & Toubro Infotech GmbH 75 Larsen & Toubro Infotech Canada Limited 76 Larsen & Toubro Infotech LLC 77 L&T Infotech Financial Services Technologies Inc. 31-Mar-20 CAD v crore 78 Larsen and Toubro Infotech South Africa (Proprietary) LTD 31-Mar-20 ZAR 53.08 01-Jan-11 4.23 25-Jul-12 31-Mar-20 USD 31-Mar-20 EURO 75.67 02-Jan-01* 82.77 14-Jun-99* 31-Mar-20 CAD 53.08 25-Apr-00 31-Mar-20 USD 75.67 21-Jul-09* 0.40 2.48 2.06 4.94 4.94 – 3.68 0.06 0.02 0.04 – – – – 98.79 1.03 365.75 160.84 527.62 527.62 – 88.15 2.05 0.17 1.88 (11.35) – – – 74.53 0.00 24.54 17.99 42.53 42.53 – 214.36 15.75 4.21 11.54 – – – – 74.53 – 3.99 0.59 4.58 4.58 – 6.66 0.32 – 0.32 – – – – 74.53 199.06 52.27 21.23 272.56 272.56 – 304.75 97.32 26.61 70.71 (73.37) – – – 74.53 0.19 3.94 10.16 14.29 14.29 – 21.67 1.73 0.49 1.24 – – – – 55.83 79 L&T Information Technology Services (Shanghai) Co., Ltd. 31-Dec-19 CNY 80 Larsen & Toubro International FZE 81 Larsen & Toubro Hydrocarbon International Limited LLC # 31-Mar-20 USD 31-Dec-19 SAR 10.25 28-Jun-13* 75.67 25-Sep-01* 19.03 17-Jun-13* 82 Thalest Limited 83 Servowatch Systems Limited 84 L&T Modular Fabrication Yard LLC 31-Mar-20 GBP 93.50 04-Apr-12 31-Mar-20 GBP 93.50 04-Apr-12 31-Dec-19 OMR 185.42 05-Jul-06* 1.10 (2.60) 3.62 2.12 2.12 – 20.63 0.23 – 0.23 – – – – 74.53 827.40 55.53 4.66 887.59 887.59 53.64 – 226.55 6.79 219.76 (177.39) – – – 100.00 0.95 (3.78) 5.21 2.38 2.38 – – 0.01 – 0.01 – – – – 100.00 1.25 6.60 – 7.85 7.85 – – (0.17) – (0.17) – – – – 100.00 23.84 (43.62) 43.06 23.28 23.28 – 50.42 5.48 – 5.48 – – – – 100.00 53.49 174.17 200.53 428.19 428.19 – 461.22 43.76 6.32 37.44 – – – – 70.00 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity/Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 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 600 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.) Sr. No. Particulars Sr. no. 85 Larsen & Toubro (East Asia) Sdn. Bhd. 86 Larsen & Toubro Qatar LLC 87 L&T Overseas Projects Nigeria Limited 88 L&T Electricals & Automation Saudi Arabia company Limited LLC v crore 90 Larsen & Toubro Saudi Arabia LLC 89 Larsen & Toubro Kuwait Construction General Contracting company WLL 31-Dec-19 KWD 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-20 MYR 31-Dec-19 QAR 31-Dec-19 NGN 31-Mar-20 SAR 31-Dec-19 SAR 17.52 13-Jun-96* 19.60 31-Mar-04* 0.20 15-Jul-04* 20.15 22-Aug-06* 235.44 29-Nov-06* 19.03 22-Jun-99* 1.31 0.99 81.82 84.12 84.12 – 143.24 2.64 – 2.64 – – – – 30.00 0.39 (1.26) 1.00 0.13 0.13 – – (0.32) – (0.32) – – – – 49.00 91 Larsen Toubro Arabia LLC 92 L&T Hydrocarbon Saudi Company 31-Dec-19 SAR 19.03 01-Jul-12* 31-Dec-19 SAR 19.03 08-Jul-07* 19.03 1.90 (374.42) 950.89 595.50 595.50 – 478.83 7.61 0.68 6.93 – – – – 75.00 (472.14) 985.12 514.88 514.88 – 1340.14 19.41 2.98 16.43 – – – – 100.00 0.33 (0.35) 0.10 0.08 0.08 – – (0.06) – (0.06) – – – – 100.00 114.86 (43.77) 114.78 185.87 185.87 – 160.76 10.77 2.05 8.72 – – – – 100.00 47.09 (42.96) 40.44 44.57 44.57 – 80.36 2.64 – 2.64 – – – – 49.00 93 Tamco Switchgear (Malaysia) SDN BHD 31-Mar-20 MYR 17.52 29-May-07 94 Henikwon Corporation Sdn. Bhd. 95 Tamco Electrical Industries Australia Pty Ltd. 31-Mar-20 MYR 17.52 03-Jul-12 31-Mar-20 AUD 46.08 23-Apr-08 175.15 310.95 304.16 790.26 790.26 – 549.56 38.17 9.20 28.97 (86.96) – – – 100.00 27.06 (27.04) 18.25 18.27 18.27 – 33.92 (2.96) (0.00) (2.96) – – – – 100.00 75.90 (73.62) 13.47 15.75 15.75 – 23.41 (2.88) – (2.88) – – – – 100.00 27.35 496.09 1094.73 1618.17 1618.17 – 1079.16 131.22 26.21 105.01 (175.76) – – – 100.00 96 PT. Tamco Indonesia 31-Dec-19 IDR 0.01 23-Apr-08 57.13 (68.79) 85.71 74.05 74.05 – 39.94 (16.01) (3.37) (12.64) – – – – 100.00 Note: * Date of incorporation 601 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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.) 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 602 97 Larsen & Toubro Heavy Engineering LLC 98 L&T Electrical & Automation FZE 31-Dec-19 OMR 31-Mar-20 AED 99 Kana Controls General Trading and Contracting company WLL 31-Mar-20 KWD 100 Larsen & Toubro T&D SA (Proprietary) Limited 31-Mar-20 ZAR 101 L&T Technology Services LLC v crore 102 L&T Global Holdings Limited 31-Mar-20 USD 31-Mar-20 USD 185.42 07-Apr-08* 20.60 04-Apr-08* 246.75 10-Sep-13 4.23 06-Sep-10* 75.67 26-Jun-14* 75.67 24-Feb-16* 2.06 130.13 258.12 390.31 390.31 15.89 287.21 (33.55) 5.90 (39.45) – – – – 100.00 2.47 4.28 23.11 29.86 29.86 – 26.16 3.33 – 3.33 – – – – 49.00 3.17 (0.37) 0.23 3.03 3.03 – – 0.20 – 0.20 – – – – 72.50 113.57 70.95 160.48 345.00 345.00 137.36 316.04 22.45 (10.10) 32.55 – – – – 74.62 104 Larsen & Toubro (Oman) LLC 105 Esencia Technologies Inc 106 Syncordis S.A. 107 Syncordis SARL 105.04 (107.42) 209.94 207.56 207.56 – 201.89 (22.46) (0.65) (21.81) – – – – 70.00 103 L&T Information Technology Spain SL 31-Mar-20 EURO 31-Dec-19 OMR 31-Mar-20 USD 82.77 01-Feb-16* 185.42 29-Jan-94* 75.67 31-May-17 31-Dec-19 EURO 80.10 15-Dec-17 31-Dec-19 EURO 80.10 15-Dec-17 0.41 (1.93) 12.97 11.45 11.45 – 27.78 (1.32) (0.33) (0.99) – – – – 74.53 27.02 427.20 2424.38 2878.60 2878.60 – 2018.97 26.33 (4.24) 30.57 – – – – 65.00 0.01 28.17 12.14 40.32 40.32 – 88.64 18.99 5.20 13.79 – – – – 74.62 0.28 19.09 56.95 76.32 76.32 – 123.02 (1.02) 0.01 (1.03) – – – – 74.53 0.12 (3.66) 10.67 7.13 7.13 – 19.95 5.26 0.75 4.51 – – – – 74.53 60.53 546.09 692.77 1299.39 1299.39 1297.82 – 150.90 – 150.90 – – – – 100.00 108 Syncordis Limited 31-Mar-20 GBP 93.50 15-Dec-17 0.01 (13.50) – (13.49) (13.49) – 9.47 (13.16) (2.46) (10.70) – – – – 74.53 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.) Sr. No. Particulars Sr. no. 109 Syncordis PSF S.A. 110 L&T Infotech S. DE R.L. DE C.V. 111 Larsen & Toubro Electromech LLC 31-Dec-19 EURO 31-Dec-19 MXN 80.10 15-Dec-17 3.77 01-Mar-17* 31-Dec-19 OMR 185.42 01-Jan-05 112 L&T Capital Market (Middle East) Ltd 31-Mar-20 USD 113 Larsen & Toubro Infotech Norge AS 31-Mar-20 NOK v crore 114 Graphene Solutions PTE Ltd. 31-Mar-20 SGD 75.67 01-Jul-18* 7.22 20-Nov-18* 53.03 15-Oct-18 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity/Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding 3.20 (0.20) 5.89 8.89 8.89 – 15.97 (1.04) 0.01 (1.05) – – – – 74.53 0.00 0.03 7.58 7.61 7.61 – 19.75 1.04 0.52 0.52 – – – – 74.53 5.56 35.13 109.67 150.36 150.36 – 215.23 114.92 0.00 114.92 – – – – 70.00 12.48 (2.03) 10.59 21.04 21.04 – 20.02 (0.31) – (0.31) – – – – 63.72 117 L&T Hydrocarbon International FZE 31-Mar-20 AED 118 L&T Valves Arabia Manufacturing LLC 31-Mar-20 SAR 31-Dec-19 TWD 0.02 0.44 15.81 16.27 16.27 – 13.28 0.61 0.14 0.47 – – – – 74.53 0.32 0.65 0.39 1.36 1.36 – 3.89 (0.57) – (0.57) – – – – 74.62 119 L&T Valves USA LLC 120 NIELSEN+PARTNER Unternehmensberater GmbH 31-Mar-20 USD Sr. No. Particulars Sr. no. 115 Graphene Solutions SDN.BHD. 116 Graphene Solutions Taiwan Limited 1 2 Financial year ending on Currency Exchange rate on the last day of financial year Date of Acquisition Share capital (including share application money pending allotment) Other equity/Reserves and surplus (as applicable) Liabilities Total equity and liabilities Total assets Investments Turnover Profit before taxation Provision for taxation Profit after taxation Interim dividend - equity Interim dividend - preference Proposed dividend - equity Proposed dividend - preference 3 4 5 6 7 8 9 10 11 12 13 14 15 % of share holding Note: * Date of incorporation 31-Mar-20 MYR 17.52 15-Oct-18 0.18 (0.02) 0.02 0.18 0.18 – – (0.02) – (0.02) – – – – 74.62 2.39 15-Oct-18 20.60 09-Sep-18* 20.15 30-May-19* 75.67 28-May-19* 1.19 (0.02) 0.45 1.62 1.62 – 1.33 0.25 0.16 0.09 – – – – 74.62 0.31 (0.50) 0.82 0.63 0.63 – – (0.30) – (0.30) – – – – 100.00 2.02 (1.37) 11.67 12.32 12.32 – 5.22 (1.61) (0.32) (1.29) – – – – 100.00 3.78 (0.42) 7.03 10.39 10.39 – 0.90 (0.50) (0.10) (0.40) – – – – 100.00 31-Jan-20 EUR 78.79 01-Feb-19 1.62 10.52 6.67 18.81 18.81 – 36.47 (1.16) (0.18) (0.98) – – – – 74.53 603 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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.) 122 NIELSEN+PARTNER Pte Ltd 123 NIELSEN+PARTNER S.A 124 NIELSEN&PARTNER Company Limited 125 NIELSEN&PARTNER Pty Ltd v crore 126 Ruletronics Limited 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 121 NIELSEN+PARTNER Unternehmensberater AG 31-Dec-19 CHF 73.84 01-Feb-19 0.74 1.96 4.40 7.10 7.10 – 20.19 2.64 0.55 2.09 – – – – 74.53 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-Dec-19 USD 71.39 01-Feb-19 – 2.76 2.41 5.17 5.17 – 17.58 (0.29) 0.00 (0.29) – – – – 74.53 31-Dec-19 SGD 53.05 01-Feb-19 31-Dec-19 EUR 80.10 01-Feb-19 31-Dec-19 THB 2.40 01-Feb-19 31-Dec-19 AUD 50.05 01-Feb-19 29-Feb-20 GBP 92.97 01-Feb-19 0.53 15.98 10.13 26.64 26.64 – 43.52 8.21 1.27 6.94 – – – – 74.53 0.40 8.33 2.64 11.37 11.37 0.00 23.30 6.20 1.51 4.69 – – – – 74.53 0.24 (0.43) 5.24 5.05 5.05 – 5.65 0.01 – 0.01 – – – – 74.53 0.00 (1.08) 7.60 6.52 6.52 – 7.25 (1.21) (0.03) (1.18) – – – – 74.53 0.00 7.61 – 7.61 7.61 – 23.14 1.22 0.23 0.99 – – – – 74.53 129 L&T Technology Services (Shanghai) Co. Ltd 31-Dec-19 CNY 130 Mindtree Software (Shanghai) Co. Ltd 31-Mar-20 CNY 131 Bluefin Solutions Sdn Bhd 132 LT IDPL INDVIT Services Limited 31-Mar-20 MYR 31-Mar-20 INR 31-Dec-19 USD 71.39 29-Aug-19 10.25 06-Aug-19* 10.63# 02-Jul-19 17.45# 02-Jul-19 – 20-May-99* 0.66 (1.06) 0.40 – – – – (0.04) – (0.04) – – – – 74.53 3.37 – – 3.37 3.37 – – – – – – – – – 74.62 1.40 0.10 0.10 1.60 1.60 – 0.70 0.10 – 0.10 – – – – 61.08 0.20 – – 0.20 0.20 – – – – – – – – – 61.08 13.95 25.00 79.05 118.00 118.00 12.00 9.00 4.00 2.00 2.00 – – – – 51.00 Sr. No. Particulars Sr. no. 127 Ruletronics Systems Inc 128 Lymbyc Solutions Inc. Note: * Date of incorporation # Exchange rate considered by intimidate parent 604 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.) notes: a) names of subsidiaries which are yet to commence operations: a) b) c) d) e) f) g) h) pt Larsen & toubro Hydrocarbon engineering indonesia L&t Hydrocarbon caspian LLc L&t infra contractors private Limited Ltr ssm private Limited L&t Hydrocarbon international FZe L&t technology services (canada) Limited raykal aluminium company private Limited Kesun iron and steel company private Limited B) names of subsidiaries which have been merged/sold/dissolved/struck-off. (1) merged: a) L&t realty Limited (merged with L&t construction equipment Limited) b) L&t shipbuilding Limited (merged with Larsen & toubro Limited) (2) sold: a) L&t Kobelco machinery private Limited (3) liquidated/Dissolved/struck-off: a) b) c) d) Larsen & toubro infotech austria GmbH L&t realty FZe bluefin solutions pte Ltd bluefin solutions inc 605 salient features of the financial statements of subsidiaries/associate companies/joint ventures annuaL report 2019-20 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 6 7 Sr. No. Name of associates/joint ventures Latest audited balance sheet date Date on which the associate or joint venture was associated or acquired Shares of associate/joint venture held by the company at the year end Number Amount of investment in associate/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 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 1 L&T-Chiyoda Limited 31-Mar-20 2 International Seaport (Haldia) Private Limited* 31-Mar-19 3 L&T Camp Facilities LLC 31-Dec-19 4 Larsen & Toubro Qatar & HBK Contracting Co. WLL 31-Dec-19 5 Magtorq Private Limited 31-Mar-20 6 Magtorq Engineering Solutions Private Limited 7 Indiran Engineering Projects and Systems Kish PJSC 31-Mar-20 Refer Note 2 8 Gujarat Leather Industries Limited 26-Oct-94 11-Feb-05 13-Sep-07 28-Jul-04 2-Aug-10 2-Aug-10 31-Oct-09 27-Jun-91 45,00,000 98,30,000 2,450 100 9,000 22,000 875 7,35,000 4.50 9.00 194.68 9.83 44.06 26.04 90,00,000 4,40,58,020 14.25% 50.00% 4.76 9.72 (0.41) 5,000 49.00% 0.18 0.39 (7.77) 200 50.00% 4.42 0.21 10.60 21,003 42.85% 0.22 0.24 0.87 24,000 39.28% – 0.39 – 0.78 – (1.33) 1,750 Refer Note 3 50.00% 50.00% Refer Note 1 101.84 9.99 4.56 (3.69) 4.63 0.44 (0.27) 50.41 – 24.47 – 2.09 – – – (0.29) – 0.16 – 0.16 – Refer Note 3 – – – * The company is associate of a subsidiary company under Companies Act, 2013. 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) chennai r.sHanKar raman Whole-time director & chief Financial officer (din00019798) mumbai m.m.cHitaLe independent director (din00101004) mumbai sivaram nair a company secretary & compliance officer m. no. Fcs3939 mumbai june 5, 2020 606 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: 5th June 2020 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 sivaram nair a Company Secretary M. No. F3939 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 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: KFin Technologies Private Limited (previously known as Karvy Fintech Pvt. Ltd) unit: Larsen & Toubro Limited Karvy Selenium Tower B, Plot number 31 & 32, Financial District Gachibowli, Nanakramguda, Hyderabad, Telangana - 500 032 Tel : (040) 6716 2222 • Toll free number: 1-800-3454-001 • Email: einward.ris@kfintech.com 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

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