Dear Members,
The Directors have pleasure in presenting their 78th Annual Report and Audited Financial Statements for the year ended
31st March 2023.
Financial Results
PERFORMANCE OF THE COMPANY:
The total income for the financial year under review was
₹ 1,14,535.93 crore as against ₹ 1,04,613.06 crore for the
previous financial year, registering an increase of 9.49%.
The profit before tax excluding exceptional items was
₹ 9,832.70 crore for the financial year under review as
against ₹ 9,741.41 crore for the previous financial year. The
profit after tax excluding exceptional items was ₹ 7,848.97
crore for the financial year under review as against
₹ 7,612.16 crore for the previous financial year, registering
an increase of 3.11%.
AMOUNT TO BE CARRIED TO GENERAL RESERVE:
The Company has not transferred any amount to the
general reserve during the current financial year.
DIVIDEND:
The Directors recommend payment of dividend of ₹ 24
(1200%) per equity share of face value of ₹ 2/- each on the
share capital amounting to ₹ 3,373 crore, working out to a
payout ratio of 43%.
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 & FINANCE:
During the year under review, the Company allotted
453,067 equity shares of ₹ 2/- each upon exercise of stock
options by the eligible employees under the Employee
Stock Option Schemes.
During the year, the Company repaid Non-convertible
Debentures of ₹ 5,281 crore and short-term External
Commercial Borrowings of USD 107 million, as per the
repayment schedule.
The Company has issued and allotted on private placement
basis, Unsecured, Rated, Listed, Redeemable Nonconvertible Debentures (NCDs) aggregating ₹ 2,000 crore
during FY 2023. These NCDs are listed on the Wholesale
Debt Market Segment of National Stock Exchange of India
Limited. During FY 2023, the Company also received ₹ 450
crore (₹ 2.5 lakh each on 18,000 Debentures) towards the
second call on partly paid-up Debentures issued by the
Company in FY 2021. The funds raised through issuance
of NCDs were utilized as per the objects stated in the
Information Memorandum of the respective NCDs.
The Company has issued Commercial Papers amounting
to ₹ 30,475 crore during FY 2023. As on date, the
outstanding amount of Commercial Papers is ₹ 8,725 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 Ratings Limited, ICRA
Limited and India Ratings and Research Private Limited. The
details of the same are given on page 340 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 CARVED-OUT BUSINESS OF SMART WORLD &
COMMUNICATION:
During FY 2023, the Company entered into Business
Transfer Agreement with L&T Technology Services
Limited (LTTS), a listed subsidiary of the Company, for
sale of its carved-out Business of Smart World and
Communication Business Unit to LTTS for a consideration
of ₹ 800 crore, subject to customary working capital
adjustments as set out in the Business Transfer Agreement.
The approval of the shareholders was received on
14th February 2023 and the sale was completed on
1st April 2023. The valuation report with the details of
valuation metrics and cash flow projections was made
available for inspection of the shareholders during the
Postal Ballot.
AMALGAMATION OF MINDTREE LIMITED WITH
LTIMINDTREE LIMITED (ERSTWHILE LARSEN & TOUBRO
INFOTECH LIMITED):
During the year under review, the Scheme of
Amalgamation of Mindtree Limited with Larsen & Toubro
Infotech Limited (LTI), listed subsidiaries of the Company,
was approved by the Hon’ble National Company Law
Tribunal, Mumbai Bench and Bangalore Bench and became
effective from 14th November 2022. The name of LTI
has been subsequently changed to ‘LTIMindtree Limited’
with effect from 15th November 2022. As on 31st March
2023, the shareholding of the Company in the merged
entity is 20,31,69,279 equity shares of face value ₹ 1
each representing 68.68% of the total share capital of
LTIMindtree Limited.
CAPITAL EXPENDITURE:
As at 31st March 2023, the gross value of property, plant
and equipment, investment property and other intangible
assets including leased assets, were at ₹ 19,937.14 crore
and the net value of property, plant and equipment,
investment property and other intangible assets, including leased assets were at ₹ 11,710.73 crore. Capital
Expenditure during the year amounted to ₹ 2,396.90 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. The requisite return for FY 2022 with
respect to amount(s) not considered as deposits has 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 subscribed to /
acquired equity / preference shares in various subsidiary /
associate / joint venture companies. The details of
investments / divestments in subsidiary companies during
the year are as under:
A) Shares subscribed/ acquired during the year:
Name of the
Company |
Type of
Shares |
No. of shares |
L&T Infrastructure
Developers Limited |
Preference
(Bonus Issue) |
1,13,500 |
L&T Network Services
Private Limited |
Equity |
90,00,000 |
L&T Metro Rail
(Hyderabad) Limited |
Equity |
220,00,00,000* |
PT. Larsen Toubro
(Indonesia) |
Equity |
25,700 |
L&T Seawoods Limited |
Equity
(Bonus Issue) |
4,19,91,050 |
L&T Energy
Hydrocarbon
Engineering Limited
(Formerly known as L&T
Chiyoda Limited) |
Equity |
45,00,000 |
* Subscribed to equity shares of face value ₹ 10 each and paid ₹ 6
per share on application. Balance ₹ 4 per share was paid on April
28, 2023 towards call money.
B) Companies Struck off/liquidated:
The approval is still awaited with respect to the
application to the Ministry of Corporate Affairs for
strike off under the provisions of Companies Act, 2013
of Kesun Iron and Steel Company Private Limited made
on 15th December 2021.
Larsen & Toubro LLC (Delaware, USA) was liquidated
on 13th September 2022.
C) Equity shares sold / transferred / reduced during
the year:
Pursuant to the Order dated 13th January 2023,
passed by the National Company Law Tribunal,
Mumbai bench, the equity share capital of L&T Power
Development Limited, a wholly owned subsidiary
was reduced by 82,30,36,795 shares aggregating to
₹ 823.04 crore by way of return of cash amounting
to ₹ 220.09 crore and adjustment of ₹ 602.95 crore
against capital not represented by assets.
The Company has signed an agreement on 16th
December 2022 to divest its 51% stake in L&T
Infrastructure Development Projects Limited (L&T
IDPL) to a portfolio company of Infrastructure Yield
Plus II, an infrastructure fund managed by Edelweiss
Alternatives. The sale would be completed on meeting
the closing conditions as per the agreement.
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 682 to 692 of this Integrated Annual Report.
The Company has formulated a policy on
identification of material subsidiaries in line with
Regulation 16(1)(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 Note 57 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 updated Related Party Transactions Policy
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.
All related party transactions entered during FY 2023 were
in the ordinary course of business and at arm’s length.
The Audit Committee has approved the related party
transactions for FY 2023 and the estimated related party
transactions for FY 2024.
There were no Related Party Transactions that have conflict
with the interest of the Company.
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 285 to 305 of this
Integrated Annual Report, for details of the proposed
material 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.
DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL APPOINTED/RETIRED:
Mr. J. D. Patil ceased to be a Whole-time Director of the
Company with effect from 30th June 2022 on account
of superannuation from the services of the Company.
Mr. D. K. Sen ceased to be a Whole-time Director of the
Company with effect from 7th April 2023 on account
of superannuation from the services of the Company.
The Board places on record its appreciation towards the
valuable contribution made by them during their tenure as
Directors of the Company.
Pursuant to the recommendation of the Nomination
and Remuneration Committee (NRC), the Board and
shareholders have approved the appointment of Mr. Anil V.
Parab as Whole-time Director for a period of five years with
effect from 5th August 2022.
Mr. A. M. Naik has decided to step down as Non Executive Chairman of the Company with effect from
30th September 2023. He has been conferred the status of
“Chairman Emeritus” by the Board.
The Board, pursuant to the recommendation of the NRC,
appointed Mr. S.N Subrahmanyan as Chairman and
re-designated as Chairman and Managing Director of the
Company with effect from 1st October 2023.
Based on the recommendation of the NRC, the Board at
its Meeting held on 10th May 2023, has approved the
appointment of Mr. Jyoti Sagar as Independent Director
of the Company with effect from 10th May 2023 upto
18th March 2028 and Mr. Rajnish Kumar as Independent
Director with effect from 10th May 2023 upto 9th May
2028, subject to the approval of shareholders through
special resolution. The NRC considered the appointment
of Mr. Jyoti Sagar and Mr. Rajnish Kumar as Independent
Directors after evaluating the skills, knowledge and
experience required on the Board as per the approved skill
matrix.
Mr. A. M. Naik, Mr. Hemant Bhargava and Mr. M. V.
Satish, 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
appointment/ 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 https://investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.aspx.
The Company has also disclosed on its website https://investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.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 page 320 of this
Integrated Annual Report.
AUDIT COMMITTEE:
The Company has constituted 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 324 to 326 of this Integrated Annual
Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has constituted 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 pages 330 and 331 of
this Integrated Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has constituted 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 326 to 330 of this Integrated Annual
Report.
RISK MANAGEMENT COMMITTEE:
The Company has constituted a Board Risk
Management Committee in terms of the requirements
of Regulation 21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other
applicable provisions, if any. 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 332 and 333 of this
Integrated Annual Report.
COMPANY POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION:
The NRC 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 NRC 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
https://investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.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 & Qualification of Directors)
Rules, 2014, all Independent Directors are exempted from
undertaking the online proficiency self-assessment test
conducted by the IICA.
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, Chief Executive Officer & Managing
Director (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.
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 for 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 10th May 2023.
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 2023, 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
2023, 99.02% of the Company’s total paid up capital
representing 1,39,16,53,296 shares are in dematerialized
form.
Pursuant to amendments in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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
.
The Company has availed a special contingency insurance
policy towards the risks arising out of the requirements
relating to issuance of duplicate securities, pursuant to SEBI
Circular dated 25th May 2022.
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)/Depository Participants/Company,
so that dividends paid by the Company are credited to
the investors’ 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 ₹ 10.84 crore 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
₹ 57.64 crore as on 31st March 2023.
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 2,83,301 equity shares
of ₹ 2 each (0.02% of total number of shares) held by
2,141 shareholders (0.15% 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 2014-15. 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
detailed procedure for claiming shares/dividend transferred
to IEPF is made available on the Company’s website at https://investors.larsentoubro.com/Investor-FAQ.aspx
.
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 Company has constituted a Corporate Social
Responsibility (CSR) Committee in terms of the
requirements of Section 135 of the Companies Act, 2013
read with the rules made thereunder.
The CSR policy framework is available on the Company’s
website at https://www.larsentoubro.com/corporate/about-lt-group/corporate-policies/ and the Annual
Action Plan is available on the Company’s website at https://investors.larsentoubro.com/listing-compliance-disclosuresunderstatutes.aspx
.
A brief note regarding the Company’s initiatives with
respect to CSR and the composition of the CSR Committee
is given in Annexure ‘B’ - Report on Corporate Governance
forming part of this Board Report. Please refer to Pages
331 and 332 of this Integrated 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 woman 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 & Redressal) Act,
2013 and Rules, 2013 (POSH Act and Rules). 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/about-lt-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 2023, about 12,473 employees
have undergone training through the programs/ workshops
including the awareness sessions held on digital platform.
There were 2 complaints received during the FY 2023. Both
the complaints were redressed as per the provisions of the
POSH Act and Rules.
OTHER DISCLOSURES:
- ESOP Disclosures: There has been no material
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-agm.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 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, the Business Responsibility and Sustainability
Report forms a part of this Integrated Annual Report
(refer pages 240 to 284).
- 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 Integrated Annual Report.
- Annual Return: The Annual Return of the Company
for the FY 2023 is available on our website https://investors.larsentoubro.com/listing-compliance-agm.aspx
.
- Statutory Compliance: The Company has adequate
systems and processes in place to comply with all
applicable laws and regulations, pay applicable taxes
on time and ensures statutory CSR spend.
- MSME: The Company has registered itself on Trade
Receivables Discounting System platform (TReDS)
through the service provider Receivables Exchange
of India Limited. The Company complies with the
requirement of submitting a half yearly returns to the
Ministry of Corporate Affairs within the prescribed
timelines.
- IBC: There are no proceedings pending against the
Company under the Insolvency and Bankruptcy Code,
2016.
- KYC registration for holders of physical securities: As per SEBI circular dated 16th March 2023, the
Company has sent notice to all holders of physical
securities asking them to furnish their PAN, details of
Nomination, Contact details (viz. address, mobile and
E-mail), Bank Account details and specimen signature
(“KYC information”) to KFin Technologies Limited
(RTA) on or before 30th September 2023. In case
the shareholders fail to update KYC Information on
or before 30th September 2023, their folios shall be
frozen by the RTA as per above SEBI Circular and such
shareholders will be eligible for payment of dividend
or lodging any grievance or availing any service
request from the RTA only after furnishing the KYC
information as specified above.
All shareholders of the Company holding shares
in physical form are requested to update their
KYC information with RTA at the earliest.
The relevant forms for updating the KYC
information are provided on the website of the
Company at https://investors.larsentoubro.com/DownloadableForms.aspx.
- 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 (till 7th April 2023)
is also the Managing Director of L&T Infrastructure
Development Projects Limited (L&T IDPL), a subsidiary
of the Company. During the year 2022-23, part of
the remuneration paid to Mr. Sen was charged to L&T
IDPL. Accordingly, the Company has recovered an
amount of ₹ 2 crore 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 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The
Whistle Blower Policy is available on the Company’s website https://www.larsentoubro.com/corporate/about-lt-group/
corporate-policies/
Also see pages 333 and 334 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, 2013 and the Indian
Accounting Standards (Ind AS).
AUDIT REPORT:
The Auditors’ report to the Shareholders does not contain
any qualification, observation or disclaimer or adverse
remark.
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 disclaimer or adverse remark.
AUDITORS:
M/s. Deloitte Haskins & Sells LLP are the Statutory Auditors
of the Company and shall hold office 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 the 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 pages 334 and 335 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
31st March 2023.
Pursuant to the provisions of Section 148 of the Companies
Act, 2013 and as per the Companies (Cost Records
and Audit) Rules, 2014 and amendments thereof, the
Board, on the recommendation of the Audit Committee,
at its meeting held on 10th May 2023, 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 2024 at a remuneration
of ₹ 17 lakhs plus taxes and out of pocket expenses.
A proposal for ratification of remuneration of the Cost
Auditor for the FY 2024 is placed before the Shareholders
for approval in the ensuing Annual General Meeting.
The Report of the Cost Auditors for the financial year
ended 31st March 2023 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 Members,
Customers, Supply Chain Partners, Employees, Financial
Institutions, Banks, Central and State Government
authorities, Regulatory Authorities, Stock Exchanges and
various 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 and
Associates.
For and on behalf of the Board
A.M. NAIK
Group Chairman
(DIN: 00001514)
Date : 10th May 2023
Place : Mumbai
Annexures