ROUTE MAP ANNUAL REPORT 2018-19

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LARSEN & TOUBRO LIMITED
Regd. Office : L&T House, Ballard Estate, Mumbai 400 001.
CIN : L99999MH1946PLC004768
Email: igrc@larsentoubro.com • Website: www.larsentoubro.com
Tel No.: 022-67525656 • Fax No.: 022-67525893
Notice
NOTICE IS HEREBY GIVEN THAT the Seventy Fourth
Annual General Meeting of LARSEN & TOUBRO
LIMITED will be held at Birla Matushri Sabhagar,
19, Marine Lines, Mumbai - 400 020 on Thursday,
August 1, 2019 at 3.00 P.M. to transact the following
business :-
1) To consider and adopt the audited financial
statements of the Company for the year ended
March 31, 2019 and the Reports of the Board of
Directors and Auditors thereon and the audited
consolidated financial statements of the Company
and the report of the auditors thereon for the year
ended March 31, 2019;
8) To consider and, if thought fit, to pass as a SPECIAL
2) To declare a dividend on equity shares;
3) To appoint a Director in place of Mr. M.V. Satish (DIN:
06393156), who retires by rotation and is eligible for
re-appointment;
4) To appoint a Director in place of Mr. Shailendra Roy
(DIN: 02144836), who retires by rotation and is
eligible for re-appointment;
5) To appoint a Director in place of Mr. R. Shankar
Raman (DIN: 00019798), who retires by rotation and
is eligible for re-appointment;
6) To appoint a Director in place of Mr. J.D Patil (DIN:
01252184), who retires by rotation and is eligible for
re-appointment;
7) To consider and, if thought fit, to pass as a SPECIAL
RESOLUTION the following:
“RESOLVED THAT pursuant to the provisions of
Sections 149, 152 and any other applicable provisions
of the Companies Act, 2013 and the rules made
thereunder read with Schedule IV to the Companies
Act, 2013 (including any statutory modifications
or re-enactment(s) thereof for the time being in
force) and applicable provisions of the Securities
and Exchange Board of India (Listing Obligations
AGM Venue :
Birla Matushri Sabhagar,
19, Marine Lines,
Mumbai - 400 020
and Disclosure Requirements) Regulations, 2015 and
based on the recommendation of the Nomination
and Remuneration Committee and approval of the
Board of Directors, Mr. M.M. Chitale (DIN: 00101004)
who was appointed as an Independent Director of
the Company for a term upto March 31, 2019 by the
shareholders and in respect of whom the Company
has received a notice in writing from the Director
under Section 160 of the Companies Act, 2013
proposing his candidature for the office of a Director
be and is hereby re-appointed as an Independent
Director of the Company for a term of five years with
effect from April 1, 2019 to March 31, 2024.“
RESOLUTION the following:
“RESOLVED THAT pursuant to the provisions
of Sections 149, 152 and any other applicable
provisions of the Companies Act, 2013 and the
rules made thereunder read with Schedule IV to
the Companies Act, 2013 (including any statutory
modifications or re-enactment(s) thereof for the time
being in force) and Regulation 17(1A) and other
applicable provisions of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and based on
the recommendation of the Nomination and
Remuneration Committee and approval of the Board
of Directors, Mr. M. Damodaran (DIN: 02106990)
who was appointed as an Independent Director of
the Company for a term upto March 31, 2019 by the
shareholders and in respect of whom the Company
has received a notice in writing from the Director
under Section 160 of the Companies Act, 2013
proposing his candidature for the office of a Director
be and is hereby re-appointed as an Independent
Director of the Company for a term of five years with
effect from April 1, 2019 to March 31, 2024 and also
continue as an Independent Director of the Company
after he attains the age of 75 years.”
47
 NOTICE ANNUAL REPORT 2018-19
9) To consider and, if thought fit, to pass as a SPECIAL
RESOLUTION the following:
“RESOLVED THAT pursuant to the provisions of
Sections 149, 152 and any other applicable provisions
of the Companies Act, 2013 and the rules made
thereunder read with Schedule IV to the Companies
Act, 2013 (including any statutory modifications or
re-enactment(s) thereof for the time being in force)
and other applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
based on the recommendation of the Nomination
and Remuneration Committee and approval of the
Board of Directors, Mr. Vikram Singh Mehta (DIN:
00041197) who was appointed as an Independent
Director of the Company for a term upto March 31,
2019 by the shareholders and in respect of whom
the Company has received a notice in writing from
the Director under Section 160 of the Companies
Act, 2013 proposing his candidature for the office
of a Director be and is hereby re-appointed as an
Independent Director of the Company for a term of
five years with effect from April 1, 2019 to March 31,
2024.“
10) To consider and, if thought fit, to pass as a SPECIAL
RESOLUTION the following:
“RESOLVED THAT pursuant to the provisions of
Sections 149, 152 and any other applicable provisions
of the Companies Act, 2013 and the rules made
thereunder read with Schedule IV to the Companies
Act, 2013 (including any statutory modifications or
re-enactment(s) thereof for the time being in force)
and other applicable provisions of the Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and
based on the recommendation of the Nomination
and Remuneration Committee and approval of
the Board of Directors, Mr. Adil Zainulbhai (DIN:
06646490) who was appointed as an Independent
Director of the Company for a term upto May 29,
2019 by the shareholders and in respect of whom
the Company has received a notice in writing from
the Director under Section 160 of the Companies
Act, 2013 proposing his candidature for the office
of a Director be and is hereby re-appointed as an
Independent Director of the Company for a term of
five years with effect from May 29, 2019 to May 28,
2024“
48
11) To consider and, if thought fit, to pass as an
ORDINARY RESOLUTION the following:
“RESOLVED THAT the scale of salary per month
of Mr. S.N Subrahmanyan (DIN: 02255382), Chief
Executive Officer and Managing Director of the
Company approved by the Members at the Annual
General Meeting held on August 22, 2017 be
substituted with the following scale, with effect from
April 1, 2020 and all other terms and conditions of
appointment shall remain the same–
Salary: R 23,20,000 - R 1,60,000 - R 24,80,000 with
an annual increment due on April 1 every year.“
12) To consider and, if thought fit, to pass as an
ORDINARY RESOLUTION the following:
“RESOLVED THAT the scale of salary per month
of Mr. R. Shankar Raman (DIN: 00019798), Chief
Financial Officer and Whole-time Director of the
Company approved by the Members at the Annual
General Meeting held on August 26, 2016 be
substituted with the following scale with effect from
April 1, 2020 and all other terms and conditions of
appointment shall remain the same–
Salary: R 16,25,000 - R 1,00,000 - R 17,25,000 with
an annual increment due on April 1 every year.“
13) To consider and, if thought fit, to pass as a SPECIAL
RESOLUTION the following:
“RESOLVED THAT pursuant to the provisions of
Section 4, 13 and other applicable provisions, if any,
of the Companies Act, 2013 and the Companies
(Incorporation) Rules, 2014, (including any statutory
modification or re-enactment(s) thereof for the
time being in force) as amended from time to time,
and subject to the approval of the Registrar of
Companies, Maharashtra, Mumbai (“ROC”) and/
or of any other statutory or regulatory authority,
as may be necessary, Clause III (Objects Clause) of
the Memorandum of Association of the Company,
be and is hereby altered by inserting the following
Clause (ee) after the existing Clause III(e)
‘(ee) To carry on business of, designing, engineering,
developing, converting, manufacturing,
integrating, constructing, importing, exporting,
trading, acting as agents / dealers, selling or
otherwise disposing of, distributing, installing,
commissioning, Through Life Support, of all
kinds of defence, space and aerospace platforms,
 embedded software solutions, systems, arms,
sensors, goods, equipment, sub-systems, parts
and components, consumables thereof, and / or
infrastructure in connection therewith including
upgradation, refit, retrofitment, refurbishment
and renovation thereof and any other hardware
or software in connection with the above;
providing all ancillary and / or related life cycle
services in connection therewith, including
but not limited to, supervision, operation &
maintenance, warranty services; to carry out
all activities for or in connection therewith or
related thereto;
RESOLVED FURTHER THAT the Board of Directors of
the Company be and is hereby severally authorized
to do all such acts, deeds, matters and things as
may be necessary and incidental for giving effect to
this Resolution, including agreeing to any change to
the aforesaid Clause III(ee) of the Memorandum of
Association of the Company, as may be required by
the ROC and/or any statutory/regulatory authority.”
14) To consider and, if thought fit, to pass as a SPECIAL
RESOLUTION the following:
“RESOLVED THAT in supersession of the resolution
no. 11 passed by the Members at the 72nd Annual
General Meeting of the Company held on August
22, 2017 in this regard and in accordance with
the provisions of Sections 41, 42, 62 and other
applicable provisions, if any of the Companies
Act, 2013 (including any statutory modifications
or re-enactments thereof for the time being in
force) as amended from time to time, Foreign
Exchange Management Act, 1999, Securities
and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018
(‘SEBI Regulations’), Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, enabling provisions
in the Memorandum and Articles of Association
of the Company as also provisions of any other
applicable laws, rules and regulations (including
any amendments thereto or re-enactment(s)
thereof for the time being in force) and subject
to such approvals, consents, permissions and
sanctions of the Securities and Exchange Board of
India (SEBI), Government of India (GOI), Reserve
Bank of India (RBI) and all other appropriate and/
or concerned authorities, or bodies and subject
to such conditions and modifications, as may be
prescribed by any of them in granting such approvals,
consents, permissions and sanctions which may
be agreed to by the Board of Directors of the
Company (‘Board’) (which term shall be deemed to
include any Committee which the Board may have
constituted or hereafter constitute for the time being
exercising the powers conferred on the Board by this
resolution), the Board be and is hereby authorized
to offer, issue and allot in one or more tranches,
to Investors whether Indian or Foreign, including
Foreign Institutions, Foreign Institutional Investors,
Foreign Portfolio Investors, Foreign Venture Capital
Fund Investors, Venture Capital Funds, Non-resident
Indians, Corporate Bodies, Mutual Funds, Banks,
Insurance Companies, Pension Funds, Individuals or
otherwise, whether shareholders of the Company or
not, through an issue of convertible bonds and/or
equity shares through depository receipts, including
by way of Qualified Institutions Placement (‘QIP’),
to Qualified Institutional Buyers (‘QIB’) in terms of
Chapter VI of the SEBI Regulations, through one
or more placements of Equity Shares (hereinafter
collectively referred to as “Securities”), whether by
way of private placement or otherwise as the Board
may determine, where necessary in consultation
with the Lead Managers, Underwriters, Merchant
Bankers, Guarantors, Financial and/or Legal Advisors,
Rating Agencies/ Advisors, Depositories, Custodians,
Principal Paying/Transfer/Conversion agents, Listing
agents, Registrars, Trustees, Auditors, Stabilizing
agents and all other Agencies/Advisors so that the
total amount raised through issue of the Securities
shall not exceed INR 4000 Crore (Rupees Four
Thousand Crore only) or US $600 Mn (US Dollars Six
Hundred Million), if higher.
RESOLVED FURTHER THAT for the purpose of
giving effect to the above, the Board be and is hereby
also authorised to determine the form, terms and
timing of the issue(s), including the class of investors
to whom the Securities are to be allotted, number of
Securities to be allotted in each tranche, issue price,
face value, premium amount in issue/ conversion/
exercise/ redemption, rate of interest, redemption
period, listings on one or more stock exchanges
in India or abroad as the Board may in its absolute
discretion deems fit and to make and accept any
modifications in the proposals as may be required by
the authorities involved in such issue(s) in India and/
or abroad, to do all acts, deeds, matters and things
and to settle any questions or difficulties that may
arise in regard to the issue(s).
49
 NOTICE ANNUAL REPORT 2018-19
RESOLVED FURTHER THAT in case of QIP issue it
shall be completed within 12 months from the date
of passing of this resolution.
RESOLVED FURTHER THAT in case of QIP issue the
relevant date for determination of the floor price of
the Equity Shares to be issued shall be -
i) in case of allotment of equity shares, the date of
meeting in which the Board decides to open the
proposed issue
ii) 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).
50
RESOLVED FURTHER THAT the Company do apply
to the National Securities Depository Limited and/
or Central Depository Services (India) Limited for
admission of the Securities.
RESOLVED FURTHER THAT the Board be and is
hereby authorised to create necessary charge on
such of the assets and properties (whether present or
future) of the Company in respect of Securities and
to approve, accept, finalize and execute facilities,
sanctions, undertakings, agreements, promissory
notes, credit limits and any of the documents and
papers in connection with the issue of Securities.
RESOLVED FURTHER THAT the Board be and is
hereby authorised to delegate all or any of the
powers in such manner as they may deem fit.”
15) To consider and ratify the remuneration payable to
Cost Auditors and for that purpose to pass, as an
ORDINARY RESOLUTION the following:
“RESOLVED THAT pursuant to the provisions of
Section 148 and other applicable provisions, if any,
of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, the Company
hereby ratifies the remuneration of R 13.00 lakhs
plus applicable taxes and out of pocket expenses
at actuals for travelling and boarding/lodging for
the financial year ending March 31, 2020 to M/s
R. Nanabhoy & Co., Cost Accountants (Regn. No.
00010), who are appointed as Cost Auditors to
conduct the audit of cost records maintained by the
Company for the Financial Year 2019-20.”
By Order of the Board of Directors
For LARSEN & TOUBRO LIMITED
N. HARIHARAN
COMPANY SECRETARY
M.NO – A3471
Mumbai, May 10, 2019
Notes:
[a] The information required to be provided under
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Secretarial
Standards on General Meetings, regarding the
Directors who are proposed to be appointed/
re-appointed and the relative Explanatory Statement
pursuant to Section 102 of the Companies Act, 2013,
in respect of the business under items 7 to 15 set out
above is annexed hereto.
[b] A MEMBER ENTITLED TO ATTEND AND VOTE IS [g] All documents referred to in the accompanying
ENTITLED TO APPOINT A PROXY, TO ATTEND AND Notice and the Explanatory Statement are open for
VOTE INSTEAD OF HIMSELF, AND THAT A PROXY inspection at the Registered Office of the Company
NEED NOT BE A MEMBER. Pursuant to Section on all working days, except Saturdays, between
105 of the Companies Act, 2013 and Rule 19 of 11.00 a.m. and 1.00 p.m. up to the date of the
the Companies (Management & Administration) Annual General Meeting.
Rules, 2014, a person can act as a proxy on behalf
[h] Members/Proxies should bring their attendance slips
of members not exceeding 50 and holding in the
duly completed for attending the Meeting.
aggregate not more than 10% of the total share
capital of the Company carrying voting rights. In case [i] Pursuant to Section 124 of the Companies Act, 2013
a proxy is proposed to be appointed by a member the unpaid dividends that are due for transfer to
holding more than 10% of the total share capital of the Investor Education and Protection Fund are as
the Company carrying voting rights, then such proxy follows:
shall not act as a proxy for any other shareholder.
Dividend Date of For the Due for
Proxies, in order to be effective, must be received at No. Declaration year ended Transfer on
the Registered office of the Company at L&T House,
Ballard Estate, Mumbai 400 001, not later than 83 24.08.2012 31.03.2012 29.09.2019
forty-eight hours before the commencement of the 84 22.08.2013 31.03.2013 27.09.2020
AGM i.e. by 3.00 p.m. on Tuesday, July 30, 2019. 85 22.08.2014 31.03.2014 27.09.2021
[c] The requirement to place the matter relating 86 09.09.2015 31.03.2015 15.10.2022
to appointment of Auditors for ratification by
Members at every Annual General Meeting has 87 26.08.2016 31.03.2016 02.10.2023
been done away with vide notification dated May 88 22.08.2017 31.03.2017 27.09.2024
7, 2018, issued by the Ministry of Corporate Affairs. 89 23.08.2018 31.03.2018 28.09.2025
Accordingly no resolution is proposed for ratification
of appointment of Auditors, who were appointed in Members who have not encashed their dividend
the Annual General Meeting held on September 9, warrants pertaining to the aforesaid years
2015. may approach the Company/its Registrar, for
obtaining payments thereof atleast 20 days
[d] The Register of Members and Transfer Books of
before they are due for transfer to the said
the Company will be closed from Friday, July 26,
fund.
2019 to Thursday, August 1, 2019 (both days
inclusive). [j] Investor Grievance Redressal:
[e] Members are requested to furnish bank details, email The Company has designated an exclusive email id
address, change of address etc. to Karvy Fintech viz. IGRC@Larsentoubro.com to enable Investors to
Private Limited, Karvy Selenium, Tower B, Plot 31-32, register their complaints, if any.
Gachibowli, Financial District, Nanakramguda, [k] Adhering to the various requirements set out in the
Hyderabad 500 032 , who are the Company’s Investor Education and Protection Fund Authority
Registrar and Share Transfer Agents so as to reach (Accounting, Audit, Transfer and Refund) Rules,
them latest by Thursday, July 25, 2019, in order to 2016, as amended, the Company has during the
take note of the same. In respect of members holding financial year 2018-19 transferred to the IEPF
shares in electronic mode, the details as would be Authority all shares in respect of which dividend has
furnished by the Depositories as at the close of the remained unpaid or unclaimed for seven consecutive
aforesaid date will be considered by the Company. years as on the due date of transfer i.e November 1,
Hence, members holding shares in demat mode 2018. Details of shares transferred to IEPF Authority
should update their records at the earliest. are available on the website of the Company and
[f] In order to receive copies of Annual Reports and the same can be accessed through the link: http://
other communication through e-mail, members investors.larsentoubro.com/resources.aspx. The said
holding shares in physical form are requested to details have also been uploaded on the website of
register their e-mail addresses with the Company by the IEPF Authority and the same can be accessed
sending an e-mail to Lntgogreen@Larsentoubro.com. through the website: www.iepf.gov.in.

51
 NOTICE ANNUAL REPORT 2018-19
[l] SEBI has decided that securities of listed companies
can be transferred only in dematerialized form with
effect from April 1, 2019. In view of the above and
to avail various benefits of dematerlisation, members
are advised to dematerialize shares that are held by
them in physical form.
[m] E-voting:
The businesses as set out in the Notice may be
transacted through electronic voting system and
the Company will provide a facility for voting by
electronic means. In compliance with the provisions
of Section 108 of the Companies Act, 2013, read
with Rule 20 of the Companies (Management and
Administration) Rules, 2014, Standard 2 of the
Secretarial Standards on General Meetings and
Regulation 44 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Company is pleased to offer the facility of voting
through electronic means, as an alternate, to all
its Members to enable them to cast their votes
electronically. The facility of casting the votes by the
members using an electronic voting system from a
place other than venue of the AGM (remote e-voting)
will be provided by Karvy Fintech Private Limited
(Karvy).
The facility for voting shall be made available at the
AGM and the Members attending the Meeting who
have not cast their vote through remote e-voting
shall be able to exercise their right at the meeting.
Please note that the voting through remote e-voting
is optional for shareholders.
A person whose name is recorded in the register
of members or in the register of beneficial owners
maintained by the depositories as on the cut-off date
of Thursday, July 25, 2019 shall be entitled to avail
the facility of remote e-voting or voting at the AGM.
Persons who are not members as on the cut-off date
should treat this notice for information purposes
only.
The Notice will be displayed on the website of the
Company www.larsentoubro.com and on the website
of Karvy.
The members who cast their vote through remote
e-voting prior to the AGM may also attend the AGM
but shall not be entitled to cast their vote again.
The remote e-voting period commences on Monday,
July 29, 2019 at 9.00 a.m. and ends on Wednesday,
July 31, 2019 at 5.00 p.m. During this period
members of the Company holding shares either in
52
physical or dematerialised form, as on the cut-off
date of Thursday, July 25, 2019 may cast their vote
by remote e-voting. The remote e-voting module
shall be disabled by Karvy for voting thereafter.
The Members, whose names appear in the Register
of Members / list of Beneficial Owners as on
Thursday, July 25, 2019, i.e. the commencement
of the book closure date are entitled to vote on the
Resolutions set forth in this Notice. Eligible members
who have acquired shares after the despatch of the
Annual Report and holding shares as on the cut-off
date i.e Thursday, July 25, 2019 may approach the
Company for issuance of the User ID and Password
for exercising their right to vote by electronic means.
Members who are already registered with Karvy
for remote e-voting can use their existing User ID
and password for casting their vote. In case they
don’t remember their password, they can reset their
password by using “Forgot User Details/Password”
option available on https://evoting.karvy.com
The Company has appointed Mr. S. N.
Ananthasubramanian, Practicing Company Secretary,
(Membership No. 4206, COP No. 1774) or failing him
Mrs. Aparna Gadgil, Practicing Company Secretary,
(Membership No. 14713, COP No. 8430), to act as
the Scrutinizer for conducting the voting and remote
e-voting process in a fair and transparent manner.
Members are requested to follow the instructions
below to cast their vote through e-voting:
A. In case a Member receives an e-mail from
Karvy (for Members whose e-mail addresses
are registered with the Company/ Depository
Participants):
(i) Launch internet browser by typing the URL:
https://evoting.karvy.com.
(ii) Enter the login credentials (i.e. User ID
and Password which are mentioned in the
email). Your Folio No./ DP ID-Client ID will
be your User ID. However, if you are already
registered with Karvy for e-voting, you can
use your existing User ID and password for
casting your vote.
(iii) After entering these details appropriately,
Click on “LOGIN”.
(iv) You will now reach password change Menu
wherein you are required to mandatorily
change your password. The new password
 shall comprise of minimum 8 characters
with at least one upper case (A-Z), one
lower case (a-z), one numeric value (0-9)
and a special character (@,#,$, etc.). The
system will prompt you to change your
password and update your contact details
like mobile number, email ID, etc. on first
login. You may also enter a secret question
and answer of your choice to retrieve your
password in case you forget it. It is strongly
recommended that you do not share your
password with any other person and that
you take utmost care to keep your password
confidential.
(v) You need to login again with the new
credentials.
(vi) On successful login, the system will prompt
you to select the “EVENT” i.e., Larsen &
Toubro Limited.
(vii) On the voting page, enter the number of
shares (which represents the number of
votes) as on the Cut Off date under “FOR/
AGAINST” or alternatively, you may partially
enter any number in “FOR” and partially
in “AGAINST” but the total number in
“FOR/AGAINST” taken together should
not exceed your total shareholding as on
the cut-off date. You may also choose the
option “ABSTAIN”. If the Member does not
indicate either “FOR” or “AGAINST” it will
be treated as “ABSTAIN” and the shares
held will not be counted under either head.
(viii) Members holding multiple folios/demat
accounts shall choose the voting process
separately for each folios/demat accounts.
(ix) You may then cast your vote by selecting an
appropriate option and click on “Submit”.
(x) A confirmation box will be displayed.
Click “OK” to confirm else “CANCEL” to
modify. Once you confirm, you will not
be allowed to modify your vote. During
the voting period, Members can login any
number of times till they have voted on the
resolution(s).
(xi) Institutional shareholders (i.e. other than
individuals, HUF, NRI, etc.) are required to
send scanned copy (PDF/JPG format) of
the relevant Board Resolution/ Authority
letter etc., together with attested
specimen signature of the duly authorized
signatory(ies) who are authorized to
vote, to the Scrutinizer through e-mail to
scrutinizer@snaco.net, with a copy marked
to evoting@karvy.com.
(xii) In case of any queries, please visit Help and
Frequently Asked Questions (FAQs) section
available at Karvy’s website https://evoting.
karvy.com.
B. In case a Member receives physical copy of
the Notice of AGM (for Members whose email
addresses are not registered with the Company/
Depository Participants or requesting physical
copy):
1. User ID and initial password are provided
at the bottom of the Attendance Slip in the
following format:
User ID Password
- -
2. Please follow all steps from Sr. No. (i) to Sr.
No. (xi) above in (A), to cast your vote.
Based on the report received from the Scrutiniser
the Company will submit within 48 hours of
the conclusion of the Meeting to the Stock
Exchanges details of the voting results as
required under Regulation 44(3) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.
A Member can opt for only one mode of voting
i.e. either through remote e-voting or at the
Meeting. If a Member has cast his vote by
remote e-voting then he will not be eligible to
vote at the Meeting.
The Scrutinizer will submit his report to the
Chairman after completion of the scrutiny. The
result of the voting on the Resolutions at the
Meeting shall be announced by the Chairman or
any other person authorized by him immediately
after the results are declared.
The results declared alongwith the Scrutinizer’s
report, will be posted on the website of the
Company www.larsentoubro.com and on the
website of Karvy at https://evoting.karvy.com
and will be displayed on the Notice Board of
the Company at its Registered Office as well
as Corporate Office immediately after the
53
 NOTICE ANNUAL REPORT 2018-19
declaration of the result by the Chairman or any
person authorised by him in writing and will be
communicated to the Stock Exchanges.
[n] Online Query Module:
The Company is pleased to provide the Online Query
Module to enable the Members to seek informations
/ clarifications pertaining to the Annual Report in
advance. Members can post their queries related
to the Annual Report by using their secure login
credentials on the e-voting website of Karvy at
https://evoting.karvy.com.
[o] Web check-in:
To facilitate smooth registration / entry at the AGM,
the Company has also provided a web check-in
facility, which would help the Members enter the
AGM hall expeditiously.
The Procedure for web check-in for the AGM is as
follows:
• Log in to https://karisma.karvy.com and click on
the AGM Web Check-in link.
• Select the Company name, ‘Larsen & Toubro
Limited’.
• Enter the security credentials as directed and
click on ‘Submit’.
• After validating the credentials, click on
‘Generate my Attendance Slip’.
• The Attendance Slip in PDF format shall appear
on the screen. Select the print option for printing
or download the Attendance Slip for future
reference.
[p] Webcast:
Pursuant to Regulation 44(6) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, your Company is pleased to
provide the facility of live webcast of proceedings of
AGM. Members who are entitled to participate in the
AGM can view the proceeding of AGM by logging on
the e-voting website of Karvy at https://evoting.karvy.
com using their secure login credentials. Members
are encouraged to use this facility of webcast.
[q] KPRISM- Mobile service application by Karvy
Members are requested to note that Karvy has
launched a new mobile application - KPRISM and
website https://kprism.karvy.com for online service to
shareholders. Shareholders can download the mobile
application, register themselves (onetime) for availing
54
host of services viz., consolidated portfolio view
serviced by Karvy, Dividends status and send requests
for change of Address, change / update Bank
Mandate. Shareholders can also download Annual
reports, standard forms and keep track of upcoming
General Meetings , IPO allotment status and dividend
disbursements.
The mobile application is available for download
from the Android Play Store. Shareholders can also
scan the below QR code or alternatively visit the
link https://kprism.karvy.com/app/ to download the
mobile application.
EXPLANATORY STATEMENT
As required by Section 102 of the Companies Act, 2013,
the following Explanatory Statement sets out material
facts relating to the business under items 7 to 15 of the
accompanying Notice dated May 10, 2019.
Item No. 7:
Mr. M.M Chitale (DIN: 00101004) was appointed as
an Independent Director of the Company with effect
from April 1, 2014 to March 31, 2019. Pursuant to the
provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, (“LODR Regulations”) an Independent Director
shall hold office for a term upto five consecutive years
on the Board of the Company and shall be eligible for
re-appointment on passing of a Special Resolution by
the Company and disclosure of such appointment in the
Board Report.
The Board of Directors at its meeting held on March 5,
2019 on the recommendation of the Nomination and
Remuneration Committee approved the re-appointment
of Mr. Chitale as Independent Director of the Company
for a second and final term of five years with effect from
April 1, 2019 to March 31, 2024 based on his skills,
experience, knowledge and report of his performance
evaluation. His re-appointment is subject to the approval
of the shareholders at this Annual General Meeting by
way of a Special Resolution.
The Company has received a notice in writing from the
Director under Section 160 of the Companies Act, 2013,
proposing his candidature for the office of Independent
Director of the Company.
In the opinion of the Board, Mr. Chitale fulfils the
conditions specified in the Companies Act, 2013
and rules made thereunder and LODR Regulations
for his re-appointment as an Independent Director of
the Company and is independent of the management.
A copy of the letter for appointment of Mr. Chitale
as an Independent Director setting out the terms and
conditions would be available for inspection without
any fee by the Members at the Registered Office of the
Company.
The Board considers that his association would be
of immense benefit to the Company as it has been
beneficial in the past and it is desirable to avail services
of Mr. Chitale as an Independent Director. Accordingly,
the Board recommends the resolution in relation to the
re-appointment of Mr. Chitale as an Independent Director,
for the approval by the shareholders of the Company.
Except Mr. M.M Chitale, being the appointee, none of the
Directors and Key Managerial Personnel of the Company
and their relatives are concerned or interested, in the
resolution set out at Item No. 7.
Item No. 8:
Mr. M. Damodaran (DIN: 02106990) was appointed as
an Independent Director of the Company with effect
from April 1, 2014 to March 31, 2019. Pursuant to the
provisions of the Companies Act, 2013 and SEBI(Listing
Obligations and Disclosure Requirements) Regulations,
2015, (“LODR Regulations”) an Independent Director
shall hold office for a term upto five consecutive years
on the Board of the Company and shall be eligible for
re-appointment on passing of a Special Resolution by
the Company and disclosure of such appointment in the
Board Report.
The Board of Directors at its meeting held on March 5,
2019 on the recommendation of the Nomination and
Remuneration Committee approved the re-appointment
of Mr. Damodaran as Independent Director of the
Company for a second and final term of five years with
effect from April 1, 2019 to March 31, 2024 based
on his skills, experience, knowledge and report of his
performance evaluation. His re-appointment is subject to
the approval of the shareholders at this Annual General
Meeting by way of a Special Resolution.
The Company has received a notice in writing from the
Director under Section 160 of the Companies Act, 2013,
proposing his candidature for the office of Independent
Director of the Company.
In the opinion of the Board, Mr. Damodaran fulfils
the conditions specified in the Companies Act, 2013
and rules made thereunder and LODR Regulations for
his re-appointment as an Independent Director of the
Company and is independent of the management. A copy
of the letter for appointment of Mr. Damodaran as an
Independent Director setting out the terms and conditions
would be available for inspection without any fee by the
members at the Registered Office of the Company.
Additionally, Regulation 17(1A) of the SEBI(Listing
Obligations and Disclosure Requirements) Regulations,
2015 effective April 1, 2019, requires companies to
obtain approval of shareholders by passing a Special
Resolution for appointment or continuation of any
Non-Executive Director who has attained the age of
seventy-five years. Mr. Damodaran, aged 72 years, will
complete 75 years during his current proposed term.
The Board considers that his association would be of
immense benefit to the Company as it has been beneficial
in the past and it is desirable to avail services of Mr.
Damodaran as an Independent Director. Accordingly,
the Board recommends the resolution in relation to the
re-appointment of Mr. Damodaran as an Independent
Director, for the approval by the shareholders of the
Company.
Except Mr. M. Damodaran, being the appointee, none
of the Directors and Key Managerial Personnel of the
Company and their relatives are concerned or interested,
in the resolution set out at Item No. 8.
Item No. 9:
Mr. Vikram Singh Mehta (DIN: 00041197) was appointed
as an Independent Director of the Company with effect
from April 1, 2014 to March 31, 2019. Pursuant to the
provisions of the Companies Act, 2013 and SEBI(Listing
Obligations and Disclosure Requirements) Regulations,
2015, (“LODR Regulations”) an Independent Director
shall hold office for a term upto five consecutive years
on the Board of the Company and shall be eligible for
re-appointment on passing of a Special Resolution by
the Company and disclosure of such appointment in the
Board Report.
The Board of Directors at its meeting held on March 5,
2019 on the recommendation of the Nomination and
Remuneration Committee approved the re-appointment
of Mr. Mehta as Independent Director of the Company
for a second and final term of five years with effect from
April 1, 2019 to March 31, 2024 based on his skills,
experience, knowledge and report of his performance
evaluation. His re-appointment is subject to the approval
55
 NOTICE ANNUAL REPORT 2018-19

of the shareholders at this Annual General Meeting by
way of a Special Resolution.
The Company has received a notice in writing from the
Director under Section 160 of the Companies Act, 2013,
proposing his candidature for the office of Independent
Director of the Company.
In the opinion of the Board, Mr. Mehta fulfils the
conditions specified in the Companies Act, 2013 and
rules made thereunder and LODR Regulations for his
re-appointment as an Independent Director of the
Company and is independent of the management. A
copy of the letter for appointment of Mr. Mehta as an
Independent Director setting out the terms and conditions
would be available for inspection without any fee by the
members at the Registered Office of the Company.
The Board considers that his association would be
of immense benefit to the Company as it has been
beneficial in the past and it is desirable to avail services
of Mr. Mehta as an Independent Director. Accordingly,
the Board recommends the resolution in relation to the
re-appointment of Mr. Mehta as an Independent Director,
for the approval by the shareholders of the Company.
Except Mr. Vikram Singh Mehta, being the appointee,
none of the Directors and Key Managerial Personnel
of the Company and their relatives are concerned or
interested, in the resolution set out at Item No. 9.
Item No. 10:
Mr. Adil Zainulbhai (DIN: 06646490) was appointed as
an Independent Director of the Company with effect
from May 30, 2014 to May 29, 2019. Pursuant to the
provisions of the Companies Act, 2013 and SEBI(Listing
Obligations and Disclosure Requirements) Regulations,
2015, (“LODR Regulations”) an Independent Director
shall hold office for a term upto five consecutive years
on the Board of the Company and shall be eligible for
re-appointment on passing of a Special Resolution by
the Company and disclosure of such appointment in the
Board Report.
The Board of Directors at its meeting held on March 5,
2019 on the recommendation of the Nomination and
Remuneration Committee approved the re-appointment
of Mr. Zainulbhai as Independent Director of the
Company for a second and final term of five years
with effect from May 29, 2019 to May 28, 2024 based
on his skills, experience, knowledge and report of his
performance evaluation. His re-appointment is subject to
the approval of the shareholders at this Annual General
Meeting by way of a Special Resolution.
The Company has received a notice in writing from the
Director under Section 160 of the Companies Act, 2013,
proposing his candidature for the office of Independent
Director of the Company.
In the opinion of the Board, Mr. Zainulbhai fulfils the
conditions specified in the Companies Act, 2013 and
rules made thereunder and LODR Regulations for his
re-appointment as an Independent Director of the
Company and is independent of the management. A
copy of the letter for appointment of Mr. Zainulbhai as an
Independent Director setting out the terms and conditions
would be available for inspection without any fee by the
members at the Registered Office of the Company.
The Board considers that his association would be of
immense benefit to the Company as it has been beneficial
in the past and it is desirable to avail services of Mr.
Zainulbhai as an Independent Director. Accordingly,
the Board recommends the resolution in relation to the
re-appointment of Mr. Zainulbhai as an Independent
Director, for the approval by the shareholders of the
Company.
Except Mr. Adil Zainulbhai, being the appointee, none
of the Directors and Key Managerial Personnel of the
Company and their relatives are concerned or interested,
in the resolution set out at Item No. 10.
Item No. 11:
At the Annual General Meeting of the Company held
on August 22, 2017, the shareholders had approved
payment of remuneration to Mr. S. N. Subrahmanyan
(DIN: 02255382) as the Chief Executive Officer and
Managing Director of the Company within the limits
and subject to the terms and conditions set out in
the resolution passed at that meeting read with the
explanatory statement. The resolution had approved
the following scale of salary payable to the Mr. S. N.
Subrahmanyan –
R 18,40,000 (Rupees Eighteen Lakh Forty Thousand only)
per month in the scale of R 12,00,000 – R 1,60,000 –
R 21,60,000 with annual increment due on April 1 every
year.
Mr. S. N. Subrahmanyan’s salary has reached the
maximum limit of salary as per the above scale w.e.f April
1, 2019. Hence, it is proposed that the existing scale of
salary payable to Mr. S. N. Subrahmanyan be revised with
effect from April 1, 2020 as under –
R 23,20,000 in the scale of R 23,20,000 – R 1,60,000
– R 24,80,000 with an annual increment due on April 1
every year.

56
Changes in the business environment particularly greater
integration of the Indian economy with the global
markets and easier migration of managerial resources
from one part of the world to other has necessitated that
the Company follows a contemporary and competent
remuneration policy in order to retain and reward talent
in line with the market. It is, therefore, necessary to
do periodic revisions in the ceilings that have been
contemplated in absolute sums of money.
The enhanced limits of salary will, however, continue
to be subject to the condition that the total managerial
remuneration payable shall not exceed the overall limit
of 10% of the net profits of the Company as approved
by the shareholders at their Meeting held on August 26,
2016.
The Nomination and Remuneration Committee and the
Board of Directors of the Company at their respective
Meetings held on January 25, 2019 recommended the
change in scale to the shareholders for approval. A copy
of the draft agreement proposed to be entered into with
Mr. S. N Subrahmanyan would be available for inspection
without any fee by the members at the Registered Office
of the Company.
The limits stipulated herein above are the maximum
limits and the Board may, on the recommendation of
the Nomination and Remuneration Committee, pay to
Mr. S. N. Subrahmanyan appropriate remuneration and
revise the same from time to time within the maximum
limits stipulated by this resolution.
The Board recommends this Resolution for approval of the
Shareholders.
Except Mr. S. N. Subrahmanyan, none of the Directors
and/or Key Managerial Personnel of the Company and/or
their relatives are concerned or interested in resolution
no. 11.
Item No 12:
At the Annual General Meeting of the Company held
on August 26, 2016, the shareholders had approved
payment of remuneration to Mr. R. Shankar Raman (DIN:
00019798) as the Whole-time Director and Chief Financial
Officer of the Company within the limits and subject to
the terms and conditions set out in the resolution passed
at that meeting read with the explanatory statement.
The resolution had approved the following scale of salary
payable to the Mr. R. Shankar Raman –
R 11,25,000 (Rupees Eleven Lakh Twenty Five Thousand
only) per month in the scale of R 6,50,000 – R 75,000
– R 10,25,000 – R 1,00,000 – R 15,25,000 with annual
increment due on April 1 every year.’
Mr. R. Shankar Raman’s salary has reached the maximum
limit of salary as per the above scale w.e.f April 1, 2019.
Hence, it is proposed that the existing scale of salary
payable to Mr. R. Shankar Raman be revised upwards with
effect from April 1, 2020 as under –
R 16,25,000 in the scale of R 16,25,000 – R 1,00,000
– R 17,25,000 with an annual increment due on April 1
every year.
Changes in the business environment particularly greater
integration of the Indian economy with the global
markets and easier migration of managerial resources
from one part of the world to other has necessitated that
the Company follows a contemporary and competent
remuneration policy in order to retain and reward talent
in line with the market. It is, therefore, necessary to
do periodic revisions in the ceilings that have been
contemplated in absolute sums of money.
The enhanced limits of salary will, however, continue
to be subject to the condition that the total managerial
remuneration payable shall not exceed the overall limit
of 10% of the net profits of the Company as approved
by the shareholders at their Meeting held on August 26,
2016.
The Nomination and Remuneration Committee and the
Board of Directors of the Company at their respective
Meetings held on January 25, 2019 recommended the
change in scale to the shareholders for approval. A copy
of the draft agreement proposed to be entered into with
Mr. R. Shankar Raman would be available for inspection
without any fee by the members at the Registered Office
of the Company.
The limits stipulated herein above are the maximum
limits and the Board may, on the recommendation of
the Nomination and Remuneration Committee, pay to
Mr. R. Shankar Raman appropriate remuneration and
revise the same from time to time within the maximum
limits stipulated by this resolution.
The Board recommends this Resolution for approval of the
Shareholders.
Except Mr. R. Shankar Raman, none of the Directors
and /or Key Managerial Personnel of the Company and /
or their relatives are concerned or interested in resolution
no. 12.
Item No. 13:
As the shareholders of the Company are aware, the
Company has been engaged in the manufacture
57
 NOTICE ANNUAL REPORT 2018-19
and supply of defence equipment and systems and
aerospace systems and sub-systems. The Company
provides indigenous, design-to-delivery backed by
throughlifesupport solutions across the defence spectrum
including defence platforms & systems, equipment,
sensors & electronics as well as specialised turnkey
defence construction solutions, structures, smart
infrastructure and modernisation of existing facilities.
Defence manufacturing is covered under licensing under
the Industrial Development and Regulation Act, 1951
(‘IDRA/Act’), mentioned at Sr. No. 37 of the Schedule I
of the Act and also included at Sr. No. 13 of Schedule
II of Notification S.O. 477 (E) dated 25th July 1991 and
further amended vide Notification S.O.11 (E) dated 3rd
January 2002. Over the years, from 2002 when Defence
production was opened up for the Private Sector, the
Company obtained various industrial licences under the
Act for the manufacture of defence goods.
Thereafter vide Notification S.O. 1636 (E) issued by
Ministry of Home Affairs in May 2017, licenses for some
of the above segments which were earlier issued under
IDRA were required to be brought under the Arms Act
1959. The process / procedure for the same was awaited.
The Government of India issued the Notification under
the Arms Act, 1959 vide S.O. No. 6203(E) dated 14th
December, 2018 as amended by vide S.O. No. 1501(E)
dated 2nd April, 2019, authorising Secretary, Department
for Industrial Policy and Promotion (DIPP) (Presently
Department of Promotion of Industry and Internal Trade),
in the Government of India in the Ministry of Commerce
& Industry, to issue licenses under the Arms Act, 1959
in addition to DIPP’s authority to issue licenses under the
IDRA.
The Company’s defence activities primarily fall within
the scope of mechanical and electrical engineering
and, in fact, prior to the internal restructuring of the
Company’s business activities, were carried on as
part of the Company’s ‘heavy engineering’ business.
The Company has the specific authority to undertake
engineering related activities in terms of Clause III(b) of its
Memorandum of Association which reads as follows:
“To carry on business as civil, mechanical, electrical,
chemical and agricultural engineers, as manufacturers,
and as importers and exporters, commission agents (and
merchants and as agents for ships and ship-owners and
as agents) for foreign manufacturers and merchants”
The Company is also authorised to undertake business
as manufacturers in respect of goods, merchandise and
58
services of all kinds and as an export house in terms of
Clause III(k)(10) of its Memorandum of Association which
reads as follows:
“To carry on business as exporters, dealers, manufacturers
or agents in respect of goods, merchandise and services
of all kinds and as an export house.”
The Company’s Memorandum of Association also enables
it to “carry on any other trade or business whatsoever as
can in the opinion of the Company be advantageously
or conveniently carried on by the Company by way of
extension or in connection with any of the Company’s
business or as calculated directly or indirectly to develop
any branch of the Company’s business or to increase
the value of or turn to account any of the Company’s
assets, property or rights” (Clause III(n)) of the Company’s
Memorandum of Association.
Post December, 2018 Notification as amended by the
notification dated 02nd April, 2019, multiple of the
Company’s licenses for the defence business now come
under the purview of the Arms Act, 1959 while the
issuing authority remains under the Department for
Promotion of Industry and Internal Trade (erstwhile DIPP).
Ministry of Commerce & Industry has therefore advised
the Company to include a specific clause with respect to
defence goods in the Memorandum of Association, which
is a requirement under the Arms Act, 1959 and its Rules.
Whilst the Company has adequate authority under its
existing Memorandum of Association to manufacture and
supply defence equipment, which is also evidenced by
the fact that the Company has, in the past, been granted
industrial licences under the IDRA for the manufacture of
defence products, the Board of Directors is of the opinion
that it would be beneficial to include a specific object
clause in the Company’s Memorandum of Association
which expressly authorises the Company to undertake
defence-related activities.
Defence is a focussed growth area of business for
the Company and a separate reporting segment and
therefore it is appropriate to amend the Memorandum
of Association to include a specific clause with respect
to defence goods of all types in the Object Clause of the
Company’s Memorandum of Association.
A draft copy of the Memorandum of Association will be
available for inspection at the Registered Office of the
Company.
The Board recommends this resolution for the approval of
the shareholders.
None of the Directors and /or Key Managerial Personnel
of the Company and /or their relatives are concerned or
interested in resolution no. 13.
Item No. 14:
The Company requires adequate capital to meet the
needs of growing business. While it is expected that the
internal generation of funds would partially finance the
need for capital, fund raising would be another source of
funds and hence it is thought prudent for the Company
to have enabling approvals to raise a part of the funding
requirements for the said purposes as well as for such
other corporate purposes as may be permitted under
applicable laws through the issue of appropriate securities
as defined in the resolution, in Indian or international
markets.
The fund raising may be through a mix of equity/ equity-
linked instruments, as may be appropriate. Members
approval is sought for the issue of equity shares, securities
linked to or convertible into Equity Shares or depository
receipts of the Company. SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 also provide
that the Company shall, in the first instance, offer all
Securities for subscription pro-rata to the Shareholders
unless the Shareholders in a general meeting decide
otherwise. Members approval is sought for issuing any
such instrument as the Company may deem appropriate
to parties other than the existing shareholders. Whilst no
specific instrument has been identified at this stage, in the
event the Company issues any equity linked instrument,
the issue will be structured in a manner such that the
additional share capital that may be issued would not be
more than 5% of the paid-up capital of the Company (as
at the date when the Board recommended passing of the
Special Resolution). The equity shares, if any, allotted on
issue, conversion of securities shall rank in all respects pari
passu with the existing Equity Shares of the Company.
The Company may also opt for issue of securities through
Qualified Institutions Placement (QIP). A QIP of the shares
of the Company would be less time consuming and more
economical than other modes of raising capital.
Accordingly, the Company may issue securities by way
of a QIP in terms of Chapter VI of the Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 (‘SEBI Regulations’).
These securities will be allotted only to Qualified
Institutional Buyers (QIBs) as per the SEBI Regulations and
there will be no issue to retail individual investors and
existing retail shareholders. The resolution proposed is an
enabling resolution and the exact price, proportion and
timing of the issue of the securities will be decided by the
Board based on an analysis of the specific requirements
after necessary consultations. Therefore, the proposal
seeks to confer upon the Board the absolute discretion to
determine the terms of issue in consultation with the Lead
Managers to the Issue.
As per Chapter VI of the SEBI Regulations, an issue of
securities on QIP basis shall be made at a price not less
than the average of the weekly high and low of the
closing prices of the related shares quoted on the stock
exchange during the two weeks preceding the “relevant
date.” The Board may, at its absolute discretion, issue
equity shares at a discount of not more than five percent
or such other discount as may be permitted under
applicable regulations to the ‘floor price’ as determined
in terms of the SEBI Regulations, subject to Section 53 of
the Companies Act, 2013.
As the pricing of the offer cannot be decided except
at a later stage, it is not possible to state the price of
shares to be issued. However, the same would be in
accordance with the provisions of the SEBI Regulations,
the Companies Act, 2013, or any other guidelines /
regulations / consents as may be applicable or required.
In case of issue of convertible bonds and/or equity shares
through depository receipts the price will be determined
on the basis of the current market price and other
relevant guidelines.
The “relevant date” for the above purpose, shall be -
i) in case of allotment of equity shares, the date of
meeting in which the Board decides to open the
proposed issue
ii) in case of allotment of eligible convertible securities,
either the date of the meeting in which the Board
decides to open the issue of such convertible
securities or the date on which the holders of such
convertible securities become entitled to apply for the
equity shares, as may be determined by the Board.
The Stock Exchange for the same purpose is BSE Limited /
National Stock Exchange of India Limited.
The Shareholders through a resolution passed at their
meeting held on August 22, 2017, had approved issue
of Securities for an aggregate sum of up to US$ 600
Million (or its rupee equivalent) or INR 4000 Crore, if
higher. The Company has not raised any funds under
the said approval. However, Shareholders resolution for
QIP issuance is valid for a period of 12 months from
the date of passing of the resolution. Accordingly, the
59
 NOTICE ANNUAL REPORT 2018-19
Shareholders approval is sought for renewal of the
approval.
The Board recommends this Resolution for approval of the
Shareholders.
None of the Directors and / or Key Managerial Personnel
of the Company and / or their relatives are concerned or
interested, in the resolution set out at Item No. 14, except
to the extent of their shareholding in the Company.
Item No. 15:
In accordance with the provisions of Section 148 of the
Companies Act, 2013 (“the Act”) and the Companies
(Audit and Auditors) Rules, 2014 (“the Rules”) the
Company is required to appoint a cost auditor to audit
the cost records of the Company, for products and
services, specified under Rules issued in pursuance
to the above section. On the recommendation of the
Audit Committee, the Board of Directors had approved
the appointment of M/s. R. Nanabhoy & Co, Cost
Accountants (Regn. No. 00010), as the Cost Auditors of
the Company to conduct audit of cost records maintained
by the Company for the Financial Year 2019-20, at a
remuneration of R 13.00 lakhs plus applicable taxes
and out of pocket expenses at actuals for travelling and
boarding/lodging.
The route map for the venue of the Annual General Meeting of the Company is given on page 46 of this Annual Report 2018-19
60
M/s. R. Nanabhoy & Co., Cost Accountants, have
furnished certificates regarding their eligibility for
appointment as Cost Auditors of the Company. In
accordance with the provisions of Section 148 of the Act
read with the Rules, the remuneration payable to the
cost auditor has to be ratified by the shareholders of the
Company.
Accordingly, consent of the members is sought for the
aforesaid purpose.
The Board recommends this resolution for approval of the
shareholders.
None of the Directors and Key Managerial Personnel
of the Company and their relatives are concerned or
interested, in the resolution set out at Item No. 15.
By Order of the Board of Directors
For LARSEN & TOUBRO LIMITED
N. HARIHARAN
COMPANY SECRETARY
M.NO – A3471
Mumbai, May 10, 2019
 (ANNEXURE TO NOTICE DATED MAY 10, 2019)
DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING
ANNUAL GENERAL MEETING
[Pursuant to Regulation 36(3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard 2 on General Meetings]
Name of the Mr. M. V. Satish Mr. Shailendra Roy Mr. R. Shankar Raman Mr. J. D. Patil
Director
Date of Birth February 12, 1957 September 18, 1952 December 20, 1958 December 16, 1954
Date of January 29, 2016 March 9, 2012 October 1, 2011 July 1, 2017
Appointment
on the Board
Qualifications BE (Civil) B. Tech B.Com, ACA and ACMA M. Tech (Mechanical Engineering)
Expertise Vast experience in Construction, Vast experience in Thermal Power, Vast experience in the Finance, Vast Experience in Defence and
Business Development, Contracts Heavy Engineering, Defence & Taxation, Risk Management, Legal Aerospace Industry
Management and Property Aerospace Industry and Investor Relations
Development in India and GCC
region
Directorships 1. L&T Aviation Services Private 1. L&T Power Development 1. L&T Infrastructure Development 1. L&T Shipbuilding Limited
held in Limited Limited Projects Limited 2. L&T MBDA Missile Systems
other public 2. L&T-Sargent & Lundy Limited 2. L&T Finance Holdings Limited Limited
companies 3. Nabha Power Limited 3. L&T Investment Management
including 4. L&T-MHPS Boilers Private Limited
private Limited 4. Larsen & Toubro Infotech
companies 5. L&T-MHPS Turbine Generators Limited
which are Private Limited 5. L&T Hydrocarbon Engineering
subsidiaries 6. Raykal Aluminium Company Limited
of public Private Limited 6. L&T Seawoods Limited
companies
7. L&T Special Steels and Heavy 7. L&T Realty Limited
(excluding
Forgings Private Limited 8. L&T Metro Rail (Hyderabad)
foreign
companies) 8. L&T Howden Private Limited Limited
9. L&T Power Limited
Memberships/ Nil Member Member Nil
Chairmanships Nomination and Remuneration Audit Committee
of committees Committee 1. L&T Finance Holdings Limited
across all 1. L&T-MHPS Turbine Generators 2. L&T Infrastructure Development
companies Private Limited Projects Limited
2. L&T-MHPS Boilers Private 3. L&T Metro Rail (Hyderabad)
Limited Limited
3. Nabha Power Limited Nomination & Remuneration
4. L&T Special Steels and Heavy Committee
Forgings Private Limited 1. L&T Infrastructure Development
Stakeholders Relationship Projects Limited
Committee Stakeholders Relationship
Larsen & Toubro Limited Committee
Corporate Social Responsibility L&T Finance Holdings Limited
Committee Corporate Social Responsibility
L&T Power Development Limited Committee
1. Larsen & Toubro Limited
2. L&T Seawoods Limited
3. L&T Investment Management
Limited

61
 NOTICE ANNUAL REPORT 2018-19

Name of the Mr. M. V. Satish Mr. Shailendra Roy Mr. R. Shankar Raman Mr. J. D. Patil
Director
4. L&T Infrastructure Development
Projects Limited
5. L&T Realty Limited
6. L&T Finance Holdings Limited
Risk Management Committee
1. L&T Finance Holdings Limited
2. Larsen & Toubro Limited
Number of 8 of 9 9 of 9 9 of 9 9 of 9
Meetings
attended
during the
year
Shareholding Not Applicable Not Applicable Not Applicable Not Applicable
of Non-
Executive
Directors
Relationships Nil Nil Nil Nil
between
directors
inter-se

Name of the Mr. M. M. Chitale Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Adil Zainulbhai
Director
Date of Birth November 16, 1949 May 4, 1947 October 30, 1952 December 18, 1953
Date of July 6, 2004 October 22, 2012 October 22, 2012 May 30, 2014
Appointment
on the Board
Qualifications B.Com, F.C.A. IAS, B.A. (Eco.) and LLB Graduate in Mathematics; Masters Bachelor of Technology - B.Tech
in Economics-Oxford University; IAS (Mechanical) 1977, Masters in
Business Administration – Harvard
Business School
Expertise Vast experience in the field of He has held a number of important He has served the Public Sector Oil Management Consultancy,
Finance and Accounts positions in both the Central Company “Oil India Limited” as Telecommunications, Infrastructure,
and State Governments and in its Advisor (Strategic Planning). He High Tech, Financial Services
India’s Financial Sector. His areas had been a member of the National
of expertise include Financial Council of the Confederation of
Management, Securities Markets, Indian Industry (CII) and Chairman
Corporate Governance, Public of its Hydrocarbons committee.
Administration and Leadership.
He is presently an independent
consultant and corporate advisor,
coach and mentor and sits on
the Boards of several reputed
companies.
Directorships 1. Larsen & Toubro Infotech 1. Biocon Limited 1. Mahindra & Mahindra Limited 1. Reliance Industries Limited
held in Limited 2. Crisil Limited 2. L&T Hydrocarbon Engineering 2. Network18 Media &
other public 2. ASREC (India) Limited 3. Hero Motocorp Limited Limited Investments Limited
companies 3. Essel Propack Limited 4. Tech Mahindra Limited 3. Colgate-Palmolive (India) 3. Reliance Jio Infocomm Limited
including 4. Atul Limited 5. Interglobe Aviation Limited Limited 4. Cipla Limited
private 5. Lodha Developers Limited 6. Kerala Infrastructure Fund 4. Apollo Tyres Limited 5. Reliance Retail Ventures
companies 6. R R Kabel Limited Management Limited 5. HT Media Limited Limited
which are 7. Bhageria Industries Limited 6. Jubiliant Foodworks Limited 6. TV18 Broadcast Limited
subsidiaries 7. Piramal Foundation
of public
companies
(excluding
foreign
companies)

62
Name of the Mr. M. M. Chitale Mr. M. Damodaran Mr. Vikram Singh Mehta Mr. Adil Zainulbhai
Director
Memberships/ Chairman Chairman Chariman Chairman
Chairmanships Audit Committee Audit Committee Corporate Social Audit Committee
of committees 1. Larsen & Toubro Limited 1. CRISIL Limited Responsibility Committee 1. Network18 Media &
across all 2. Essel Propack Limited 2. Interglobe Aviation Limited 1. Larsen & Toubro Limited Investment Limited
companies 3. Larsen & Toubro Infotech Stakeholders Relationship Stakeholders Relationship 2. Reliance Jio Infocomm Limited
Limited Committee Committee 3. Reliance Retail Ventures
4. Lodha Developers Limited 1. CRISIL Limited 1. Jubiliant Foodworks Limited Limited
Nomination and Remuneration 2. Tech Mahindra Limited Member 4. TV18 Broadcast Limited
Committee Risk Management Committee Audit Committee Stakeholders Relationship
1. ASREC (India) Limited 1. Hero MotoCorp Limited 1. Colgate-Palmolive (India) Committee
2. Atul Limited Member Limited Network18 Media & Investment
Member Audit Committee 2. Jubiliant Foodworks Limited Limited
Audit Committee 1. Hero MotoCorp Limited 3. HT Media Limited Corporate Social
1. ASREC (India) Limited 2. Larsen & Toubro Limited Nomination and Remuneration Responsibility Committee
2. Principal Asset Management 3. Biocon Limited Committee 1. Network18 Media &
Co. Private Limited 4. Tech Mahindra Limited 1. Colgate-Palmolive (India) Investment Limited
3. R R Kabel Limited Nomination and Remuneration Limited 2. Reliance Jio Infocomm Limited
4. Atul Limited Committee 2. Mahindra and Mahindra 3. Reliance Retail Ventures
Nomination and Remuneration 1. CRISIL Limited Limited Limited
Committee 2. Interglobe Aviation Limited 3. Jubiliant Foodworks Limited 4. TV18 Broadcast Limited
1. Principal Asset Management Stakeholders Relationship Corporate Social Nomination and Remuneration
Company Private Limited Committee Responsibility Committee Committee
2. Essel propack Limited 1. Hero MotoCorp Limited 1. Mahindra and Mahindra 1. Reliance Industries Limited
3. Lodha Developers Limited Risk Management Committee Limited 2. Cipla Limited
4. R R Kabel Limited 1. Tech Mahindra Limited 2. L&T Hydrocarbon Engineering Risk Management Committee
Corporate Social Limited Reliance Industries Limited
Responsibility Committee Risk Management Committee Member
1. ASREC(India) Limited 1. Colgate-Palmolive (India) Audit Committee
2. Essel Propack limited Limited Reliance Industries Limited
Corporate Social
Responsibility Committee
Cipla Limited
Nomination and Remuneration
Committee
Larsen & Toubro Limited
Reliance Retail Ventures Limited
Reliance Jio Infocomm Limited
Network18 Media & Investment
Limited
TV18 Broadcast Limited
Risk Management Committee
Cipla Limited
Number of 9 of 9 8 of 9 8 of 9 9 of 9
Meetings
attended
during the
year
Shareholding 2443 Shares 225 Shares 1327 Shares 150 shares
of Non-
Executive
Directors
Relationships Nil Nil Nil Nil
between
directors
inter-se

63