Dear Members,
The Directors have pleasure in presenting their 77th Annual Report and Audited Financial Statements for the year ended
31st March 2022.
Financial Results
PERFORMANCE OF THE COMPANY:
The total income for the financial year under review was
₹ 1,04,613.06 crore as against ₹ 90,615.77 crore for the
previous financial year, registering an increase of 15.45%.
The profit before tax from continuing operations including
exceptional items was ₹ 10,031.47 crore for the financial
year under review as against ₹ 5,318.73 crore for the
previous financial year. The profit after tax from continuing
operations including exceptional items was ₹ 7,879.45
crore for the financial year under review as against
₹ 3,147.31 crore for the previous financial year, registering
an increase of 150.36%
AMOUNT TO BE CARRIED TO GENERAL RESERVE:
The Company has not transferred any amount to general
reserve during the current financial year.
DIVIDEND:
The Directors recommend payment of dividend of ₹ 22/-
(1,100%) per equity share of ₹ 2/- each on the share capital
amounting to ₹ 3,091.06 crore.
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
and Disclosure Requirements) Regulations, 2015.
The Policy is uploaded on the Company’s website at
https://www.larsentoubro.com/corporate/about-lt-group/
corporate-policies/.
CAPITAL AND FINANCE:
During the year under review, the Company allotted
473,826 equity shares of ₹ 2/- each upon exercise of stock
options by eligible employees under the Employee Stock
Option Schemes.
The Company’s Authorized Capital increased from ₹ 5,025
crore to ₹ 8,037 crore pursuant to amalgamation of L&T
Hydrocarbon Engineering Limited with the Company vide
order dated 28th January 2022 passed by Hon’ble National
Company Law Tribunal, Mumbai bench.
During the year, the Company repaid Non-convertible
Debentures (NCDs) of ₹ 450 crore and short-term External
Commercial Borrowings (ECB) of USD 100 million as per
the repayment schedule.
The Company has exercised the first call on the partly paid
up Debentures issued in the FY 2021 and raised
₹ 450
crore (₹ 2.5 lakh each on 18,000 debentures) during FY
2022. The funds raised through issuance of NCDs have
been utilized for repayment of existing maturing NCDs.
The Company has issued Commercial Papers amounting to
₹ 5,800 crore during FY 2022. As on date, the outstanding
amount of Commercial Papers is ₹ 2,000 crore.
The Company has not defaulted on payment of any dues
to the financial lenders.
The Company’s borrowing programmes have received
the highest credit ratings from CRISIL, ICRA and India
Ratings. The details of the same are given on page 313 in
Annexure ‘B’ – Report on Corporate Governance forming
part of this Board Report and is also available on the
website of the Company.
SALE OF DIGITAL BUSINESS (L&T NxT):
During FY 2022, the Company sold its digital
transformation business, incubated and operated as
L&T NxT, to Mindtree Limited, a listed subsidiary of the
Company, for a consideration of ₹ 198 crore.
SCHEME OF ARRANGEMENT BETWEEN THE COMPANY
AND L&T HYDROCARBON ENGINEERING LIMITED:
The Board of Directors of the Company had approved a
Scheme for Amalgamation of L&T Hydrocarbon Engineering
Limited (LTHE), a wholly owned subsidiary, with the
Company. The rationale for the Scheme was to create cost
effectiveness by integrating the Hydrocarbon business of
LTHE and Engineering, Projects and Construction (EPC)
power business of the Company.
The Scheme of Arrangement (the “Scheme”) was approved
by the Hon’ble National Company Law Tribunal, Mumbai
Bench and became effective from 7th February 2022. The
Appointed date for the Scheme is 1st April 2021.
Subsequently all the subsidiaries of LTHE have become
direct subsidiaries of the Company.
AMALGAMATION OF MINDTREE LIMITED WITH
LARSEN & TOUBRO INFOTECH LIMITED:
Subsequent to the year under review, the Board of
Directors of Mindtree Limited (MT) and Larsen & Toubro
Infotech Limited (LTI), listed subsidiaries of the Company,
have approved a Scheme of Amalgamation of MT with LTI.
The said scheme is subject to approval of the Shareholders
and creditors of these subsidiaries and the approval of
applicable regulators and the Hon’ble National Company
Law Tribunals having jurisdiction over these subsidiary
companies.
CAPITAL EXPENDITURE:
As at 31st March 2022, the gross value of property, plant
and equipment, investment property and other intangible
assets including leased assets, were at ₹ 16,837.38 crore
and the net value of property, plant and equipment,
investment property and other intangible assets, including
leased assets, were at ₹ 9,695.93 crore. Capital Expenditure
during the year amounted to ₹ 1,410.29 crore.
DEPOSITS:
During the year under review, the Company has not
accepted deposits from the public falling within the ambit
of section 73 of the Companies Act, 2013 and the rules
framed thereunder, and the requisite returns have been
filed. The Company does not have any unclaimed deposits
as of date.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE
COMPANIES:
During the year under review, the Company acquired
6,82,25,347 equity shares of L&T Finance Holdings Limited
(LTFHL) and presently holds 163,92,29,920 equity shares
representing 66.26% of the total share capital of LTFHL.
L&T Uttaranchal Hydropower Limited (L&T UHPL) ceased
to be a subsidiary of the Company pursuant to the sale of
entire stake by the Company and L&T Power Development
Limited (a wholly owned subsidiary) to ReNew Power
Services Private Limited (ReNew) for a total consideration
of ₹ 1,003 crore. The Company held 142,68,50,000
preference shares in L&T UHPL which were entirely sold to
ReNew.
Kesun Iron and Steel Company Private Limited has applied
to the Ministry of Corporate Affairs for strike off under
the provisions of Companies Act, 2013 on 15th December
2021. The approval is awaited.
Pursuant to an order passed by the National Company Law
Tribunal, Mumbai bench, the equity share capital of L&T
Seawoods Limited, a wholly owned subsidiary, was reduced
to the extent of 30,00,00,000 equity shares aggregating to
₹ 300 crore by way of return of surplus cash on 7th April
2022.
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 611 to
622 of this Annual Report.
The Company has formulated a policy on identification of
material subsidiaries in line with Regulation 16(c) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the same is placed on the
Company’s website at https://www.larsentoubro.com/corporate/about-lt-group/corporate-policies/. The Company
does not have any material subsidiaries as on the date of
this report.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN OR SECURITY PROVIDED BY THE
COMPANY:
The Company has disclosed the full particulars of the
loans given, investments made or guarantees given or
security provided as required under section 186 of the
Companies Act, 2013, Regulation 34(3) and Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in Notes 57 and 58 forming part of the
financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES:
Pursuant to the amendments to the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has revised its existing Related Party
Transactions Policy to align it with the requirements of the
said Regulations.
The Audit Committee and the Board of Directors have
reviewed and approved the amended Related Party
Transactions Policy and the same has been uploaded on
the Company’s website https://www.larsentoubro.com/
corporate/about-lt-group/corporate-policies/ .
The Company has a process in place to periodically review
and monitor Related Party Transactions.
During the year under review, all 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 2022 and the estimated related
party transactions for FY 2023.
There were no related party transactions that have conflict
with the interest of the Company.
The Company proposes to enter into a material related
party transaction with L&T Finance Limited for providing
a line of credit of ₹ 2,000 crore for a period of 5 years
from FY 2023 till FY 2027. The transaction is not a
material related party transaction as per the provisions of
the Companies Act, 2013. However, the said transaction
exceeds the materiality threshold of ₹ 1,000 crore as
provided under Regulation 23(1) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Company has sought an enabling approval from
the Shareholders by means of a Postal Ballot. The results
of the Postal Ballot will be declared on or before 18th May
2022.
The Company is seeking an enabling approval for certain
material related party transactions at the ensuing Annual
General Meeting (AGM). Shareholders are requested
to refer to the AGM notice at pages 258 to 279 of this
Annual Report, for details of the proposed related party
transactions.
MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY,
BETWEEN THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT:
Other than stated elsewhere in this report, there are no
material changes and commitments affecting the financial
position of the Company between the end of the financial
year and the date of this report.
CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
Information as required to be given under section
134(3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is provided in
Annexure ‘A’ forming part of this Board Report.
RISK MANAGEMENT:
The Board Risk Management Committee comprises
Mr. Adil Zainulbhai, Mr. Sanjeev Aga and Mr. Subramanian
Sarma, Directors of the Company. Mr. Adil Zainulbhai is the
Chairman of the Committee.
The Charter of the Committee is to assist the Board
in fulfilling its oversight responsibilities of reviewing
the existing Risk Management Policy, Framework, Risk
Management Structure and Risk Management Systems.
The Committee periodically reviews the risk status to
ensure that executive management mitigates the risks by
means of a properly designed framework.
For further details on risk management, please refer to
page 306 of this Annual Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL APPOINTED/ RESIGNED:
Mr. Subodh Bhargava ceased to be an Independent
Director of the Company with effect from March 29, 2022
on account of completion of his tenure. The Board places
on record its appreciation towards valuable contribution
made by him during his tenure as Director of the Company.
Pursuant to the recommendation of the Nomination and
Remuneration Committee (NRC), the Board at its Meeting
held on March 24, 2022 has approved the appointment
of Mr. Pramit Jhaveri as an Independent Director for a
period of five years with effect from April 1, 2022 till
March 31, 2027, subject to the approval of shareholders
through special resolution. The approval has been sought
by means of a Postal Ballot and the results will be declared
on or before 18th May 2022. The NRC considered the
appointment of Mr. Jhaveri as an Independent Director
after evaluating the skills, knowledge and experience
required on the Board as per the approved skill matrix
The Board pursuant to the recommendation of the NRC
and report of his performance evaluation, re-appointed
Mr. S.N Subrahmanyan as Chief Executive Officer and
Managing Director of the Company for a period of five
years from July 1, 2022 upto and including June 30, 2027.
His appointment shall be subject to the approval of the
shareholders.
Mr. Subramanian Sarma, Mr. S. V. Desai and
Mr. T. Madhava Das, retire by rotation at the ensuing
Annual General Meeting (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 the website
of the Company http://investors.larsentoubro.com/ListingCompliance.aspx.
The Company has also disclosed on its website http://investors.larsentoubro.com/Listing-Compliance.aspx
details of the familiarization programs to educate the
Independent 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 293 and 294 of
this Annual Report.
AUDIT COMMITTEE:
The Company has in place an Audit Committee in terms
of the requirements of the Companies Act, 2013 read
with the rules made thereunder and Regulation 18 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the same are
given in Annexure ‘B’ - Report on Corporate Governance
forming part of this Board Report. Members are requested
to refer to pages 298 to 300 of this Annual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has in place a Stakeholders Relationship
Committee in terms of the requirements of the Companies
Act, 2013 read with the rules made thereunder and
Regulation 20 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details
relating to the same are given in Annexure ‘B’ - Report on
Corporate Governance forming part of this Board Report.
Members are requested to refer to page 304 of this Annual
Report.
COMPANY POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION:
The Company has in place a Nomination and Remuneration
Committee in accordance with the requirements of the
Companies Act, 2013 read with the rules made thereunder
and Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The details
relating to the same are given in Annexure ‘B’ - Report on
Corporate Governance forming part of this Board Report.
Members are requested to refer to pages 300 to 303 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, and the criteria
for determining qualifications, positive attributes and
independence of a Director. Nomination and Remuneration
Policy is provided as Annexure ‘F’ forming part of this
Board Report and also disclosed on the Company’s website
at https://www.larsentoubro.com/corporate/about-lt-group/corporate-policies/. The Committee has also formulated a
separate policy on Board Diversity.
DECLARATION OF INDEPENDENCE:
The Company has received Declarations of Independence
as stipulated under section 149(7) of the Companies Act,
2013 and Regulation 25(8) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
from Independent Directors confirming that he/she is
not disqualified from being appointed/re-appointed/
continue as an Independent Director as per the criteria
laid down in section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. 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
themselves with the data bank maintained by Indian
Institute of Corporate Affairs (IICA). In terms of section
150 of the Companies Act, 2013 read with Rule 6(4)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all Independent Directors, except
Mr. Pramit Jhaveri, are exempted from undertaking the
online proficiency self-assessment test conducted by IICA.
Mr. Pramit Jhaveri shall complete the online proficiency
self-assessment test within the prescribed timelines.
PERFORMANCE EVALUATION:
The Nomination and Remuneration Committee and the
Board have laid down the manner in which formal annual
evaluation of the performance of the Board, Committees,
Individual Directors, CEO & MD 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, CEO & MD
and the Chairman.
For the year under review, the questionnaire was updated
suitably based on the comments and suggestions received
from Independent Directors. As in the previous years, an
external consultant was engaged to receive the responses
of the Directors and consolidate/ analyze the responses.
The same external consultant’s IT platform was used from
initiation and till conclusion of the entire board evaluation
process. This ensured that the process was transparent and
independent of involvement of the Management or the
Company’s IT system. This has enabled unbiased feedback.
The Board Performance Evaluation inputs, including
areas of improvement for the Directors, Board processes
and related issues for enhanced Board effectiveness
were discussed in the meetings of the Nomination and
Remuneration Committee and the Board of Directors held
on May 12, 2022.
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
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 ‘G’ forming part of this report. In terms of
section 136(1) of the Companies Act, 2013 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.
DIRECTORS’ RESPONSIBILITY STATEMENT:
The Board of Directors of the Company confirms:
- a) In the preparation of Annual Accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;
- b)The Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;
- c)The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
- d)The Directors have prepared the Annual Accounts on a
going concern basis;
- e)The Directors have laid down an adequate system
of Internal Financial Controls to be followed by the
Company and such Internal Financial Controls are
adequate and operating efficiently;
- f)The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and were
operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
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 2022, 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.
DEPOSITORY SYSTEM:
As the members are aware, the Company’s shares are
compulsorily tradable in electronic form. As on 31st March
2022, 98.89% of the Company’s total paid up capital
representing 138,93,93,268 shares are in dematerialized
form.
Pursuant to amendments in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, with effect
from January 24, 2022, requests for effecting transfer of
securities in physical form, shall not be processed by the
Company and all requests for transmission, transposition,
issue of duplicate share certificate, claim from unclaimed
suspense account, renewal/exchange of securities
certificate, endorsement, sub-division/split of securities
certificate and consolidation of securities certificates/folios
need to be processed only in dematerialized form. In such
cases the Company will issue a letter of confirmation,
which needs to be submitted to Depository Participant(s)
to get credit of the securities in dematerialized form.
Shareholders desirous of availing these services are
requested to refer to the detailed procedure for availing
these services provided on the website of the Company at https://investors.larsentoubro.com/shareholder-services.aspx
.
In view of the numerous advantages offered by the
Depository system as well as to avoid frauds, members
holding shares in physical form are advised to avail of the
facility of dematerialization from either of the Depositories.
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 which
would augment the integrity of its existing systems and
enable the depositories to validate any dematerialization
request.
TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND:
The Company has been regularly sending communications
to members whose dividends are unclaimed requesting
them to provide/update bank details with Registrar and
Transfer Agents (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 RTA to locate the shareholders who
have not claimed their dues.
Despite these efforts, an amount of ₹ 9,12,62,638 which
was due and payable and remained unclaimed and unpaid
for a period of seven years, was transferred to Investor
Education and 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
₹ 46,79,35,382 as on 31st March 2022.
In accordance with the provisions of the section 124(6) of
the Companies Act, 2013 and Rule 6(3)(a) of the Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), the
Company has transferred 3,17,463 equity shares of ₹ 2
each (0.02% of total number of shares) held by 1,530
shareholders (0.10% 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 2013-14. 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 to
enable them to take appropriate action. All corporate
benefits accruing on such shares viz. bonus shares, etc.
including dividend except rights shares shall be credited to
IEPF.
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) 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 and Annual Action Plan
for FY 2023 is available on the Company’s website at https://investors.larsentoubro.com/corporate-governance.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 304 to 306 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.
The Chief Financial Officer of the Company has certified
that CSR funds so disbursed for the projects have been
utilized for the purposes and in the manner as approved by
the Board.
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 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. 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 and Redressal) Act,
2013 and Rules, 2013. The policy is applicable to all L&T
establishments located in India. The policy has been widely
disseminated. The Company has constituted Internal
Complaints Committees to ensure implementation and
compliance with the provisions of the aforesaid Act and the
Rules.
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.
A detailed procedure for making a Complaint, initiating an
enquiry, redressal process and preparation of report within
a stipulated timeline is laid out in the Policy document.
The Policy also covers Disciplinary Action for Sexual
Harassment. The Policy is uploaded on the Company’s
website at https://www.larsentoubro.com/corporate/aboutlt-group/corporate-policies/.
Training programs and workshops for employees are
organised throughout the year. The orientation programs
for new recruits include awareness sessions on prevention of sexual harassment and upholding the dignity of
employees. Specific programs have been created on
the digital platform to sensitize employees to uphold
the dignity of their colleagues and prevention of sexual
harassment. During FY 2022, about 11,100 employees
have undergone training through the programs/ workshops
including the awareness sessions held on digital platform.
There were 2 complaints received during the FY 2022. Both
the complaints were redressed as per the provisions of the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules, 2013.
OTHER DISCLOSURES:
- ESOP Disclosures: There has been no change in the
Employee Stock Option Schemes (ESOP schemes)
during the current financial year.
The disclosure relating to ESOPs required to be
made under the provisions of the Companies
Act, 2013 and the rules made thereunder and
the Securities and Exchange Board of India
(Share Based Employee Benefit and Sweat
Equity) Regulations, 2021 (“SBEB Regulations”)
is provided on the website of the Company https://investors.larsentoubro.com/Listing-Compliance.aspx
.
A certificate obtained from the Secretarial Auditors,
confirming that the ESOP Schemes of the Company
are in compliance with the SBEB Regulations and that
the Company has complied with the provisions of the
Companies Act, 2013 and the SBEB Regulations is also
provided in Annexure ‘B’ forming part of this Report.
- Corporate Governance: Pursuant to Regulation
34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Report on
Corporate Governance and a certificate obtained from
the Statutory Auditors confirming compliance with
Corporate Governance requirements provided in the
aforesaid Regulations, are provided in Annexure ‘B’
forming part of this Report.
- Business Responsibility and Sustainability
Reporting: As per Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, a separate section on Business Responsibility
and Sustainability Reporting forms a part of this
Annual Report (refer pages 210 to 257).
- Integrated Reporting: The Company is complying
with the applicable requirements of the Integrated
Reporting Framework. The Integrated Report 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 forms a part of
this Annual report.
Annual Return: The Annual Return of the Company
for the FY 2022 is available on our website https://investors.larsentoubro.com/Listing-Compliance.aspx
.
- Statutory Compliance: The Company complies with
all applicable laws and regulations, pays applicable
taxes on time, ensures statutory CSR spend and
initiates sustainable activities.
- MSME: The Company has registered itself on Trade
Receivables Discounting System platform (TReDS)
through the service providers Receivables Exchange
of India Limited. The Company complies with the
requirement of submitting a half yearly return to the
Ministry of Corporate Affairs within the prescribed
timelines.
- IBC: There is no Corporate Insolvency Resolution
Process initiated under the Insolvency and Bankruptcy
Code, 2016 (IBC).
- 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.
- Remuneration received by Whole-time Director
from subsidiary company: Mr. D. K. Sen, Wholetime Director of the Company is also the Managing
Director of L&T Infrastructure Development Projects
Limited (L&T IDPL), a subsidiary of the Company.
During FY 2022, part of the remuneration paid to
Mr. Sen was charged to L&T IDPL. Accordingly, the
Company has recovered an amount of ₹ 1,81,18,283
from L&T IDPL for remuneration paid to Mr. Sen.
VIGIL MECHANISM:
The Company has a Whistle-blower Policy in place
since 2004. The Policy has been modified to meet the
requirements of Vigil Mechanism under the Companies
Act, 2013. The Whistle Blower Policy is available on
the Company’s website https://www.larsentoubro.com/
corporate/about-lt-group/corporate-policies/ .
Also see pages 307 and 308 forming part of Annexure ‘B’
of this Board Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
During the year under review, there were no material
and significant orders passed by the regulators or courts or tribunals impacting the going concern status and the
Company’s operations in future.
CONSOLIDATED FINANCIAL STATEMENTS:
Your Directors are pleased to attach the Consolidated
Financial Statements pursuant to section 129(3) of
the Companies Act, 2013 and Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, prepared in accordance with the
provisions of the Companies Act and the Indian Accounting
Standards (Ind AS).
AUDIT REPORT:
The Auditors’ report to the Shareholders does not contain
any qualification, observation or adverse comment.
SECRETARIAL AUDIT REPORT:
The Secretarial Audit Report issued by M/s. S. N.
Ananthasubramanian & Co., Company Secretaries is
attached as Annexure ‘E’ forming part of this Board
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
AUDITORS:
M/s. Deloitte Haskins & Sells LLP were re-appointed as
Statutory Auditors for a period of 5 continuous years
from the conclusion of 75th Annual General Meeting till
the conclusion of 80th Annual General Meeting of the
Company.
The Auditors have confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid
certificate issued by the Peer Review Board of ICAI.
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. Also see page 308 forming part of Annexure ‘B’
of this Board Report.
COST AUDITORS:
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
March 31, 2022.
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 12th May 2022, 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 2023 at a remuneration of ₹ 17 lakhs
plus taxes and out of pocket expenses.
A proposal for ratification of remuneration of the Cost
Auditor for FY 2023 is placed before the Shareholders.
The Report of the Cost Auditors for the financial year
ended 31st March 2022 is under finalization and shall
be filed with the Ministry of Corporate Affairs within the
prescribed period.
ACKNOWLEDGEMENT:
The 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 other
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 : 12th May 2022
Place : Mumbai
Annexures
L&T Group
Annual Report Highlights
