I.

er Technology Services Limited

@ L&T Technology Services éfiléil‘éfliififé'o’nemm)

West Block -il, N.H.08
Between AjwarWaghodiya Crossing
Vadodara A 390019, Gujarat, India

July 23, 2018

National Stock Exchange of India Limited The BSE Limited

Exchange Plaza, Bandra-Kurla Complex Phiroze Jeejeebhoy Towers,
Bandra( East), Mumbai — 400 051‘ Dalal Street,Mumbai- 400001
NSE Symbol: LTTS BSE Script Code: 540115

Dear Sirs,

Sub: Notice 01'6'“ Annual General Meeting of the Company

This has reference to our earlier letter dated July 20, 2018 submitted to you, wherein we had
intimated about our 6‘“ Annual General Meeting (AGM) which is scheduled on Wednesday, August
22, 2018 at 11.00 a.m. at Yashwantrao Chavan Pratishthan Auditorium, General Jagannath Bhosale
Marg, Next to Sachivalaya Gymkhana, Nariman Point, Mumbai 4 400021.

In connection with the same, attached herewith the Notice ofthe said Annual General Meeting for
your information and records.

The said Notice is also being uploaded on the website of the Company.

Please take note of the above and kindly acknowledge the receipt of the same.

Thanking You,

Yours sincerely,
For L&T Technology Services Limited

Company Secretary
(M.no. F3485)

Registered Office: MT House, N M. Marg, Ballard Estate, Mumbai - 400 001' INDIA, Tel: +91 22 6752 5656 Fax: + 91 22 6752 5893
CW .' L72900MH2012PLC232169

L&T Technology Services Limited is a subsidialy of Larsen & Tot/bro Limited

 1 01-28
Corporate Overview 2 29-116
Statutory Reports 3 117-229
Financial Statements

Notice
NOTICE is hereby given that the SIXTH ANNUAL GENERAL SPECIAL BUSINESS:
MEETING of L&T TECHNOLOGY SERVICES LIMITED will be held RE-APPOINTMENT AND REMUNERATION OF DR.
6. 
at Yashwantrao Chavan Pratishthan Auditorium, General KESHAB PANDA (DIN: 05296942) AS THE CHIEF
Jagannath Bhosale Marg, Next to Sachivalaya Gymkhana, EXECUTIVE OFFICER & MANAGING DIRECTOR.
Nariman Point, Mumbai – 400021 on Wednesday, August
22, 2018 at 11.00 A.M. to transact the following businesses: To consider and, if thought fit, to pass with or without
modification(s), the following resolution as an ORDINARY
ORDINARY BUSINESS: RESOLUTION:
1. To consider and adopt the audited financial statements of
the Company for the year ended March 31, 2018 and the “RESOLVED THAT pursuant to the provisions of Sections
196,197 and 203 and any other applicable provisions of
Reports of the Board of Directors and Auditors thereon
the Companies Act, 2013 (“the Act”) and the rules made
and the audited consolidated financial statements of the
thereunder (including any statutory modification(s) or re-
Company and the Reports of the Auditors thereon for the
enactment(s) thereof for the time being in force) read with
year ended March 31, 2018;
Schedule V of the said Act and subject to such other conditions
2. To declare a dividend on equity shares for the financial year and modifications, as may be prescribed, imposed or
2017-18; suggested by any of appropriate and/or concerned authorities
while granting such approvals, consents, permissions and
3. To appoint a Director in place of Mr. S. N. Subrahmanyan sanctions, and as are agreed to by the Board of Directors
(DIN: 02255382) who retires by rotation and is eligible for (hereinafter referred to as the “Board” and shall include
re-appointment; duly constituted Committee(s) thereof), the Consent of the
4. To appoint a Director in place of Dr. Keshab Panda (DIN: Company be and is hereby accorded for the re-appointment
05296942) who retires by rotation and is eligible for re- of Dr. Keshab Panda (DIN: 05296942) as the Chief Executive
appointment; Officer and Managing Director of the Company for a period
of three years with effect from January 10, 2018 upto and
5. To appoint M/s. Sharp & Tannan, Chartered Accountants including January 9, 2021.
(ICAI Reg. No.109982W) as statutory auditors and fix their
remuneration and for that purpose to pass with or without RESOLVED FURTHER THAT Dr. Keshab Panda in his

modification (s), the following resolution as an ORDINARY capacity as Chief Executive Officer and Managing Director,
RESOLUTION: be paid remuneration as may be fixed by the Board, from
time to time, as prescribed under the Companies Act, 2013
“RESOLVED THAT pursuant to the provisions of section 139 and within the limits approved by the members as per the
and other applicable provisions, if any, of the Companies Act, details given in the explanatory statement.”
2013 read with the Companies (Audit and Auditors) Rules,
2014 (including any statutory modification(s) or re-enactment RE-APPOINTMENT AND REMUNERATION OF MR. AMIT
7. 
thereof for the time being in force) for appointment CHADHA (DIN: 07076149) AS THE PRESIDENT–SALES &
of Statutory Auditors, M/s. Sharp & Tannan, Chartered BUSINESS DEVELOPMENT AND WHOLE-TIME DIRECTOR.
Accountants (ICAI Registration No.109982W), be and hereby
To consider and, if thought fit, to pass with or without
re-appointed as the Statutory Auditors of the Company, to
modification(s), the following resolution as an ORDINARY
hold office from conclusion of 6th Annual General Meeting
RESOLUTION:
till conclusion of 10th Annual General Meeting.

RESOLVED FURTHER THAT the Board of Directors or Audit

 “RESOLVED THAT pursuant to the provisions of Sections
Committee thereof, be and is hereby authorised to decide 196,197 and 203 and any other applicable provisions
and finalize the terms and conditions of appointment, of the Companies Act, 2013 (“the Act”) and the rules
including the remuneration of the Statutory Auditors.” made thereunder (including any statutory modification(s)

Annual Report 2017-18

 30 31

or re-enactment(s) thereof for the time being in force) the Companies Act, 2013 (“the Act”) and the rules made
read with Schedule V of the said Act and subject to such thereunder (including any statutory modification(s) or re-
other conditions and modifications, as may be prescribed, enactment(s) thereof for the time being in force) read with
imposed or suggested by any of appropriate and/or Schedule V of the said Act and subject to such other
concerned authorities while granting such approvals, conditions and modifications, as may be prescribed,
consents, permissions and sanctions, and as are agreed to imposed or suggested by any of appropriate and/or
by the Board of Directors (hereinafter referred to as the concerned authorities while granting such approvals,
“Board” and shall include duly constituted Committee(s) consents, permissions and sanctions, and as are agreed to
thereof), the Consent of the Company be and is hereby by the Board of Directors (hereinafter referred to as the
accorded for the re-appointment of Mr. Amit Chadha (DIN: “Board” and shall include duly constituted Committee(s)
07076149) as President-Sales and Business Development & thereof), the Consent of the Company be and is hereby
Whole-Time Director of the Company for a period of three accorded for appointment of Mr. Bhupendra Bhate as Chief
years with effect from February 1, 2018 upto and including Operating Officer & Whole-Time Director of the Company
January 31, 2021. for a period of three years w.e.f. November 7, 2017 upto
and including November 6, 2020.
RESOLVED FURTHER THAT Mr. Amit Chadha in his capacity

as President-Sales and Business Development & Whole-Time RESOLVED FURTHER THAT Mr. Bhupendra Bhate in

Director, be paid remuneration as may be fixed by the Board, his capacity as the Chief Operating officer & Whole-
from time to time, as prescribed under the Companies Act, Time Director, be paid remuneration as may be fixed by
2013 and within the limits approved by the members as per the Board, from time to time, as prescribed under the
the details given in the explanatory statement.” Companies Act 2013 and within the limits approved by
the shareholders as per the details given in the explanatory
8. APPOINTMENT OF MR. BHUPENDRA BHATE (DIN: statement.”
07938959) AS A DIRECTOR OF THE COMPANY.
10. APPOINTMENT OF MR. A.M. NAIK (DIN: 00001514),
To consider and, if thought fit, to pass with or without NON-EXECUTIVE DIRECTOR OF THE COMPANY WHO
modification(s), the following resolution as an ORDINARY HAS ATTAINED THE AGE OF SEVENTY-FIVE YEARS.
RESOLUTION:
To consider and, if thought fit, to pass with or without
 RESOLVED THAT Mr. Bhupendra Bhate (DIN: 07938959)
“ modification(s), the following resolution as a SPECIAL
who was appointed as an Additional Director with effect RESOLUTION:
from November 7, 2017 and holds office up to the date
of this Annual General Meeting (AGM) and is eligible “RESOLVED THAT approval of the Company be and is
for appointment, and in respect of whom the Company hereby accorded for the appointment and continuation of
has received a notice in writing from a member under the Mr. A. M. Naik (DIN: 00001514) as a Non-Executive Director
provisions of Section 160 of the Companies Act, 2013 of the Company who has attained the age of seventy-five
proposing his candidature for the office of Director be and is years.”
hereby appointed as Director who shall be liable to retire by
rotation.”

9. APPOINTMENT AND REMUNERATION OF MR. By Order of the Board of Directors

BHUPENDRA BHATE (DIN: 07938959) AS CHIEF For L&T TECHNOLOGY SERVICES LIMITED
OPERATING OFFICER & WHOLE-TIME DIRECTOR OF
KAPIL BHALLA
THE COMPANY.
COMPANY SECRETARY
To consider and, if thought fit, to pass with or without (M. No. F 3485)
modification(s), the following resolution as an ORDINARY
RESOLUTION: Date: May 22, 2018
Place: Mumbai
“RESOLVED THAT pursuant to the provisions of Sections
196,197 and 203 and any other applicable provisions of
 1 01-28
Corporate Overview 2 29-116
Statutory Reports 3 117-229
Financial Statements

NOTES: e) In order to receive copies of Annual Reports and other

a) The information required to be provided under section 102 communication through e-mail, members are requested
of the Companies Act, 2013 (“the Act”), the SEBI (Listing to register their e-mail addresses with the Company by
Obligations and Disclosure Requirements) Regulations, sending an e-mail to [email protected].
2015 (“the LODR”) and the Secretarial Standards (SS-2) on
General Meetings, in respect of the Business under items 5 f) 
All documents referred to in the accompanying notice
to 10 set out above are annexed hereto. Further disclosures are open for inspection by the members at the Registered
as required under the LODR and SS-2 with respect to Office of the Company on all working days, except
details of Directors who are proposed to be appointed/ re- Saturdays, Sundays and holidays between 11.00 a.m. and
appointed are provided in Annexure to this Notice. 1.00 p.m. upto the date of the AGM.

b) 
A MEMBER ENTITLED TO ATTEND AND VOTE IS g) Members/Proxies should bring their attendance slips duly
ENTITLED TO APPOINT A PROXY, TO ATTEND AND VOTE completed for attending the Meeting.
INSTEAD OF HIMSELF, AND THAT PROXY NEED NOT BE
A MEMBER. h) 
There are no amounts which were required to be
transferred to the Investor Education and Protection Fund
Pursuant to Section 105 of the Companies Act, 2013 and by the Company.
Rule 19 of the Companies (Management & Administration)
Rules, 2014, a person can act as a proxy on behalf of Members who have not encashed their dividend warrants
members not exceeding 50 and holding in aggregate not pertaining to the year 2016-17 and 2017-18 may approach
more than 10% of the total share capital of the Company the Company/ Karvy, for obtaining payments thereof.
carrying voting rights. In case a proxy is proposed to be
appointed by a member holding more than 10% of the i) Investor Grievance Redressal:
total share capital of the Company carrying voting rights, The Company has designated an exclusive e-mail id viz.
then such proxy shall not act as a proxy for any other [email protected] to enable Investors to
person or shareholder. register their complaints, if any.

Proxies in order to be effective must be received at the j) E-voting:-

Registered Office of the Company at L&T House, Ballard The businesses as set out in the Notice may be transacted
Estate, Mumbai 400001 not less than forty-eight hours through electronic voting system and the Company
before the commencement of the AGM i.e. by 11 a.m. on will provide a facility for voting by electronic means. In
Monday, August 20, 2018. compliance with the provisions of Section 108 of the Act,
read with Rule 20 of the Companies (Management and
c) The Register of Members and Share Transfer Books of the Administration) Rules, 2014, Secretarial Standard 2 on
Company will remain closed from Thursday, August 16, General Meetings and Regulation 44 of the LODR, the
2018 to Wednesday, August 22, 2018 (both days inclusive). Company is pleased to offer the facility of voting through
electronic means, as an alternate, to all its members to
d) 
Members are requested to furnish bank details, e-mail enable them to cast their votes electronically. The members
address, change of address etc. to the Company’s Registrar are provided with the facility to cast their vote electronically,
& Share Transfer Agents: Karvy Computershare Private through the e-voting services provided by Karvy on all
Limited (Karvy), Karvy Selenium, Tower B, Plot 31-32, resolutions set forth in this Notice, from a place other than
Gachibowli, Financial District, Nanakramguda, Hyderabad the venue of the Meeting (remote e-voting).
500 032, so as to reach them latest by Tuesday, August
14, 2018, in order to take note of the same. In respect The facility for voting through electronic voting system
of members holding shares in electronic mode, the details (‘Insta Poll’) shall be made available at the AGM and the
as would be furnished by the Depositories as at the close Members attending the AGM who have not cast their
of the aforesaid date will be considered by the Company. vote by remote e-voting shall be able to vote at the AGM
Hence, Members holding shares in demat mode should through ‘Insta Poll’. Please note that the voting through
update their records at the earliest. electronic means is optional for shareholders.

Annual Report 2017-18

 32 33

A person whose name is recorded in the register of In case of any query and/or grievance, in respect of
members or in the register of beneficial owners maintained voting by electronic means, Members may refer to the
by the depositories as on the cut-off date of Tuesday, Help & Frequently Asked Questions (FAQs) and E-voting
August 14, 2018 shall be entitled to avail the facility of user manual available at the download section of https://
remote e-voting or voting at the AGM. Persons who are evoting.karvy.com or contact Mr. S. V. Raju, Deputy
not members as on the cut-off date should treat this notice General Manager (Unit: L&T Technology Services Limited)
for information purposes only. of Karvy, Karvy Selenium Tower B, Plot 31-32, Gachibowli,
Financial District, Nanakramguda, Hyderabad - 500 032 or
The Notice will be displayed on the website of the Company at [email protected] or phone no. 040 – 6716 1500 or
www.lnttechservices.com and on the website of Karvy. call Karvy’s toll free No. 1-800-34-54-001 for any further
clarifications.
The members who have cast their vote through remote
e-voting prior to the AGM may also attend the AGM but The Company is pleased to provide Web Check-in facility
shall not be entitled to cast their vote again. to its members to enable speedy and hassle free entry to
the venue of the Annual General Meeting (the “Meeting”).
The remote e-voting period commences on Saturday, This facility offers online pre-registration of members
August 18, 2018 at 9.00 a.m. and ends on Tuesday, for attending the Meeting and generates pre-printed
August 21, 2018 at 5.00 p.m. During this period, members Attendance Slips for presentation at the venue of the
of the Company holding shares either in physical or Meeting.
dematerialized form, as on the cut-off date of Tuesday,
August 14, 2018 may cast their vote by remote e-voting. Members may avail the said Web Check-in facility from
The remote e-voting module shall be disabled by Karvy for 9:00 a.m. on Saturday, August 18, 2018 to 5:00 p.m. on
voting thereafter. Tuesday, August 21, 2018.

The Members, whose names appear in the Register of The procedure to be followed for Web Check-in is as
Members/list of Beneficial Owners as on Tuesday, August follows:
14, 2018, i.e. the date prior to the commencement of book
a. 
Log on to https://karisma.karvy.com and click on
closure date are entitled to vote on the Resolutions set
“Web Check-in for General Meetings (AGM/EGM/
forth in this Notice. Eligible members who have acquired
CCM)”.
shares after the dispatch of the Annual Report and holding
shares as on the cut-off date i.e. Tuesday, August 14, 2018
b. Select event / name of the Company: L&T Technology
may approach the Company for issuance of the User ID
Services Limited.
and Password for exercising their right to vote by electronic
means. c. 
Pass through the security credentials, viz., DP ID /
Client ID / Folio No. entry, and PAN No & “CAPTCHA”

However, members who are already registered with
as directed by the system and click on “Submit”
Karvy for remote e-voting can use their existing user ID
button.
and password for casting their vote. In case they don’t
remember their password, they can reset their password by d. The system will validate the credentials. Then click on
using “Forgot User Details/ Password” option available on “Generate my Attendance Slip” button.
https://evoting.karvy.com
e. The Attendance Slip in PDF format will be generated.
The Company has appointed Mr. Alwyn D’souza, Practicing
Company Secretary (Membership No. FCS 5559) or failing f. 
Select the “PRINT” option for direct printing or
him Mr. Vijay Sonone, Practicing Company Secretary download and save for printing the Attendance Slip.
of Alwyn D’Souza & Co, to act as the Scrutinizer for
conducting the voting and remote e-voting process in a Members are requested to follow the instructions below to
fair and transparent manner. cast their vote through e-voting:
 1 01-28
Corporate Overview 2 29-116
Statutory Reports 3 117-229
Financial Statements

A. 
In case a Member receives an e-mail from treated as “ABSTAIN” and the shares held will
Karvy (for Members whose e-mail addresses not be counted under either head.
are registered with the Company/ Depository
Participants): viii. Members holding multiple folios/demat accounts
shall choose the voting process separately for
i. 
Launch internet browser by typing the URL: each folio/demat accounts.
https://evoting.karvy.com.
ix. Voting has to be done for each item of the notice
ii. 
Enter the login credentials (i.e. User ID and separately. In case you do not desire to cast your
password). In case of physical folio, User ID will vote on any specific item, it will be treated as
be EVEN (E-Voting Event Number) xxxx followed abstained.
by folio number. In case of Demat account, User
ID will be your DP ID and Client ID. x. You may then cast your vote by selecting an
appropriate option and click on “Submit”.
iii. After entering these details appropriately, click
on “LOGIN”. xi. A confirmation box will be displayed. Click “OK”
to confirm else “CANCEL” to modify. Once you
iv. 
You will now reach password change Menu have voted on the resolution, you will not be
wherein you are required to mandatorily allowed to modify your vote. During the voting
change your password. The new password shall period, Members can login any number of times
comprise of minimum 8 characters with at till they have voted on the Resolution(s).
least one upper case (A- Z), one lower case (a-z),
one numeric value (0-9) and a special character xii. Corporate/Institutional Members (i.e. other than
(@,#,$, etc.,). The system will prompt you to Individuals, HUF, NRI etc.) are also required to
change your password and update your contact send scanned certified true copy (PDF Format)
details like mobile number, email ID etc. on first of the Board Resolution/Authority Letter etc.,
login. You may also enter a secret question and together with attested specimen signature(s)
answer of your choice to retrieve your password of the duly authorised representative(s), to
in case you forget it. It is strongly recommended the Scrutinizer at email [email protected]
that you do not share your password with any with a copy marked to [email protected].
other person and that you take utmost care to The scanned image of the above mentioned
keep your password confidential. documents should be in the naming format
“L&T Technology Services Limited 6th AGM”.
v. You need to login again with the new credentials.
B. 
In case a Member receives physical copy of
vi. On successful login, the system will prompt you the Notice of AGM (for Members whose email
to select the event i.e. L&T Technology Services addresses are not registered with the Company/
Limited. Depository Participants):

vii. On the voting page, enter the number of shares i. User ID and Initial password, is provided at the
(which represents the number of votes) as on bottom of the attendance slip:
the Cut-off Date under “FOR/AGAINST” or
EVEN (E-Voting User ID Password
alternatively, you may partially enter any number
Event Number)
in “FOR” and partially “AGAINST” but the total
number in “FOR/AGAINST” taken together
shall not exceed your total shareholding as
mentioned herein above. You may also choose
the option ABSTAIN. If the Member does not ii. Please follow all steps from SI. No. (i) to SI. No.
indicate either “FOR” or “AGAINST” it will be (xii) above in (A), to cast vote.

Annual Report 2017-18

 34 35

Based on the report received from the scrutinizer the The total remuneration including Statutory Audit Fees
Company will submit within 48 hours of the conclusion proposed to be paid to Auditors for financial year 2018-19
of the Meeting to the stock exchanges details of the is as follows: -
voting results as required under Regulation 44(3) of
the LODR. Particulars Annual
Fees (`)
A Member can opt for only one mode of voting i.e.
Fees for conducting Statutory Audit under 9,60,000/-
either through remote e-voting or at the Meeting. If a
Companies Act
Member casts votes by both modes, then voting done
through remote e-voting shall prevail. Fees for conducting Tax Audit u/s 44AB of 2,88,000/-
the Income Tax Act
The Scrutinizer will submit his report to the Chairman Fees for conducting Quarterly Limited 4,68,000/-
after completion of the scrutiny. The result of the Reviews
voting on the Resolutions at the Meeting shall be Other service including certification work 2,77,200/-
announced by the Chairman or any other person
Fees for XBRL filings of Annual Accounts 24,000/-
authorized by him immediately after the results are
declared. Re-imbursement of expenses At actuals
Total 20,17,200/-
The results declared along with the Scrutinizer’s
report, will be posted on the website of the Company The Board and/ or the Audit Committee is further been
www.lnttechservices.com and on the website of Karvy authorized to approve any change in the terms and
at www.evoting.karvy.com and will be displayed on conditions of appointment, including the remuneration of
the Notice Board of the Company at its Registered the Statutory Auditors.
Office as well as Corporate Office immediately after
the declaration of the result by the Chairman or The Board recommends approval of the re-appointment
any person authorised by him in writing and will be and remuneration to the Statutory Auditors by the
communicated to the Stock Exchanges. Members through Ordinary Resolution set forth in Item No.
5 of the Notice.
EXPLANATORY STATEMENT:
As required by Section 102(1) of the Companies Act, 2013, None of the Directors or Key Managerial Personnel of the
the following Explanatory Statement sets out material Company including their relatives are in any way concerned
facts relating to the business under items No. 5 to 10 of or interested in the Resolution.
the accompanying Notice dated May 22, 2018.
ITEM NO. 6
ITEM NO. 5 On recommendation of the Nomination & Remuneration
Pursuant to section 139 of the Companies Act, 2013, Committee and approval of the Board of Directors of the
M/s Sharp & Tannan, Chartered Accountants (M. No. 109982W) Company, it is proposed to re-appoint Dr. Keshab Panda (DIN:
the Statutory Auditors of the Company are eligible for the 05296942) as Chief Executive Officer & Managing Director of
re-appointment for a period of four years. The Board in the Company for a period of three years w.e.f. January 10,
its meeting held on May 22, 2018 had recommended the 2018 upto and including January 9, 2021 as per the applicable
re-appointment of Sharp & Tannan, Chartered Accountants as provisions of the Companies Act, 2013 and Part 1 of Schedule
Statutory Auditors of the Company for a period of four years. V of the Companies Act, 2013 and subject to the approval
It is proposed to pay a remuneration of ` 20,17,200/- excluding of the members in the Annual General Meeting. The terms &
the GST and out of pocket expenses for the FY 2018-19. conditions of his remuneration remained unchanged.
 1 01-28
Corporate Overview 2 29-116
Statutory Reports 3 117-229
Financial Statements

Further upon recommendation of Nomination & Remuneration Committee, the Board of Directors in its meeting held on May
22, 2018 had approved the revision in the compensation structure of Dr. Keshab Panda in line with the prevailing managerial
compensation trends in the IT sector, subject to the approval of the Members. Part III of Schedule V of the Companies Act, 2013
read with Secretarial Standard 2 on General Meetings provides that the appointment and remuneration of Managing Director
and Whole–Time Directors in accordance with Part I and Part II of the Schedule V shall be subject to approval of resolution of the
shareholders in a General Meeting.

The revised terms and conditions of appointment and remuneration of Dr. Keshab Panda, Chief Executive Officer & Managing
Director of the Company, are as specified in the Amendment Agreement entered into with him and the details of the remuneration
payable to Dr. Keshab Panda with effect from April 1, 2018 are as under:

Particulars Existing Remuneration Revised Remuneration

(Upto March 31, 2018) (w.e.f April 1, 2018)
Base Salary USD 6,60,000/- p.a USD 6,80,000/- p.a
Variable Remuneration Upto USD 2,00,000/-p.a Upto USD 2,00,000/-p.a
Profit Sharing Incentive The CEO & Managing Director will be eligible to be considered for a Profit Sharing Incentive at the
rate of 0.2% of Company’s Standalone Profit after Tax (PAT). Standalone PAT will be calculated in
conformance with the Companies Act, 2013 and the employee shall have no role in determining the
PAT. All Profit sharing incentive payments, and the timing for such payments, will be at the Company’s
sole discretion.

Brief Profile: conditions of his appointment including remuneration will be

Dr. Keshab Panda is the Chief Executive Officer and Managing open for inspection by the Members at the Registered Office
Director of the Company. Dr. Panda has over 33 years of global of the Company on all working days except Saturdays, Sundays
industry experience in research, conceptualizing, creating, and holidays between 11.00 a.m. and 1.00 p.m., up to the date
operationalizing and turning around complex technology and of the Annual General Meeting.
engineering services businesses. He has obtained a graduate
degree of technology in aeronautical engineering from Anna This may be treated as an abstract of the terms and conditions
University, Chennai and a post graduate degree in aerospace governing the variation in the payment of remuneration to Dr.
engineering from Indian Institute of Science, Bangalore. He Keshab Panda pursuant to Section 190 of the Companies Act,
obtained his Doctor of Philosophy from the Indian Institute of 2013 and other applicable provisions of the Act, if any.
Technology, Bombay. He also holds an advanced management
degree from the Aresty Institute of Executive Education, The The Board recommends approval of the re-appointment and
Wharton School, University of Pennsylvania. He started his career remuneration of Dr. Keshab Panda as Chief Executive Officer
as a research scientist in Indian Space Research Organization & Managing Director, by the Members through Ordinary
and worked at the Aeronautical Development Agency, Ministry Resolution set forth in Item No. 6 of the Notice.
of Defence, Government of India, as a scientist/ engineer for
over 8 years. Dr. Panda led the Company through a high profile Except Dr. Keshab Panda, being the appointee, none of the
Initial Public Offering (IPO) in India and successfully listed the Directors or Key Managerial Personnel of the Company including
Company on the National Stock Exchange and the Bombay their relatives are in anyway concerned or interested in the
Stock Exchange on September 23, 2016. Resolution set out in Item No. 6.

Disclosures as required under SS-2 on General Meetings are ITEM NO. 7

provided as an Annexure to this Notice. On recommendation of the Nomination & Remuneration
Committee and the Board of Directors of the Company, it is
The Addendum Agreement entered into between the Company proposed to re-appoint Mr. Amit Chadha (DIN: 07076149)
and Dr. Keshab Panda, in respect of his appointment as Chief as President-Sales & Business Development and Whole-Time
Executive Officer & Managing Director containing the terms and Director of the Company for a period of three years w.e.f.

Annual Report 2017-18

 36 37

February 1, 2018 upto and including January 31, 2021 as per 2014 and was designated as Business Head, North America and
the applicable provisions of the Companies Act, 2013 and Part Asia. Mr. Amit Chadha’s career which spans over two decades
1 of Schedule V of the Companies Act, 2013 and subject to the is marked with significant achievements. He has managed P&L
approval of the members in the Annual General Meeting. The for multiple business units, led organization-wide strategic
terms & conditions of his remuneration remained unchanged. initiatives, business development and relationship management
activities. He is certified under the Global Business Leadership
Further, upon recommendation of Nomination & Remuneration Executive Program with Harvard Business School Publishing and
Committee, the Board of Directors at its meeting held on holds a Degree in Electrical and Electronics Engineering from BIT
May 22,2018 had approved the revision in the compensation Mesra. Mr. Amit Chadha is currently based in Washington DC.
structure of Mr. Amit Chadha, in line with the prevailing
managerial compensation trends in the IT sector, subject to the Disclosures as required under SS-2 on General Meetings are
approval of Shareholders. Part III of Schedule V of the Companies provided as an Annexure to this Notice.
Act, 2013 read with Secretarial Standard 2 on General Meetings
provide that the appointment and remuneration of Whole-Time The Agreement entered into between the Company and Mr.
Directors in accordance with Part I and Part II of the Schedule V Amit Chadha in respect of his appointment as President-Sales &
shall be subject to approval of resolution of the shareholders in Business Development and Whole-Time Director of the Company
a General Meeting. containing the terms and conditions of his appointment including
remuneration will be open for inspection by the Members at the
The revised terms and conditions of appointment and
Registered Office of the Company on all working days except
remuneration of Mr. Amit Chadha, President-Sales & Business
Saturdays, Sundays and holidays between 11.00 a.m. and 1.00
Development and Whole-Time Director of the Company, are as
p.m., up to the date of the Annual General Meeting.
specified in the Amendment Agreement entered into with him
and the details of the remuneration payable to Mr. Amit Chadha
This may be treated as an abstract of the terms and conditions
with effect from July 1,2018 are as under:
governing the contract of service with Mr. Amit Chadha pursuant
to Section 190 of the Companies Act, 2013 and other applicable
Particulars Existing Revised provisions of the Act, if any.
Remuneration Remuneration
(Upto (w.e.f July 1,2018) The Board recommends approval of the re-appointment and
June 30, 2018) remuneration of Mr. Amit Chadha as President-Sales & Business
Base Salary USD 4,25,000/- p.a USD 4,40,000/- p.a Development and Whole-Time Director by the Members through
Conveyance USD 10,000/- p.a USD 10,000/- p.a Ordinary Resolution set forth in Item No. 7 of the Notice.
& Telephone
Allowance Except Mr. Amit Chadha, being an appointee, none of the
Variable Upto USD Upto USD Directors or Key Managerial Personnel of the Company including
Remuneration 2,70,000/-p.a 2,70,000/-p.a their relatives are in any way concerned or interested in the
Resolution set out in Item No. 7.
Brief Profile:
Mr. Amit Chadha is a President-Sales & Business Development ITEM NO. 8
and Whole-time Director of L&T Technology Services Limited On the recommendation of the Nomination & Remuneration
and is part of the management team providing business Committee, the Board of Directors of the Company in their
leadership, market direction & strategic vision to the Company. meeting held on November 7, 2017 appointed Mr. Bhupendra
As the President-Sales & Business Development, Mr. Amit Bhate (DIN:07938959), as an Additional Director of the
Chadha is responsible for helping global R&D customers and Company w.e.f November 7, 2017. In terms of Section 161(1)
Fortune 500 companies leverage L&T Technology Services of the Act, Mr. Bhupendra Bhate holds office as an Additional
digital engineering offerings for their strategic differentiation Director up to the date of this Annual General Meeting. The
and product development. Mr. Amit Chadha joined Larsen & Company has received a notice in writing from the member
Toubro- IES Division in 2009, as an Area Vice-President. He was under the provisions of Section 160 of the Companies Act, 2013
transferred to L&T Technology Services Limited w.e.f. April 1, proposing his candidature for the office of Director.
 1 01-28
Corporate Overview 2 29-116
Statutory Reports 3 117-229
Financial Statements

Brief Profile: Meeting held on November 7, 2017 appointed Mr. Bhupendra

Mr. Bhupendra Bhate is a technologist with a blend of business Bhate as a Chief Operating Officer & Whole-Time Director of
acumen with over 30 years of experience in the field of the Company with effect from November 7, 2017 upto and
engineering, product development and software. including November 6, 2020, subject to the approval of the
shareholders in the Annual General Meeting. The terms &
Mr. Bhate has been driving cutting edge technology projects conditions of his appointment and remuneration remained
and research & development for global clients and has been unchanged.
managing multi-million dollar businesses, leading distributed
development teams of over 8000 engineers across the world. The Board of Directors in its meeting held on May 22, 2018
With a panache for quality, time and cost management, Mr. Bhate
had approved the revision in the compensation structure of
never compromises to deliver the best to the clients globally. He
Mr. Bhupendra Bhate in line with the prevailing managerial
is a creative thinker, problem solver and a decision maker with
compensation trends in the IT sector, subject to the approval
balance of interest for business and people in equal measure.
of the Members. Part III, of Schedule V of the Companies Act,
He has also led large initiatives to set-up global delivery centers 2013 read with Secretarial Standard 2 on General Meetings
that caters clients world-wide providing near-shore and on- provide that the appointment and remuneration of Whole-Time
shore solutions & services to make them market ready and stay Directors in accordance with Schedule V shall be subject to
ahead of their competition. approval of resolution of the shareholders in a General Meeting.

Mr. Bhate joined Larsen & Toubro group in December 2003 and The revised terms of remuneration payable are as specified in
has had a steady growth in the organization moving up the ladder the Agreement entered into with him and the details of the
holding various positions, most recently being Chief Digital remuneration payable to Mr. Bhupendra Bhate with effect from
Officer, including responsibilities of the technology office and July 1, 2018 are as under:
quality function, in addition to his global delivery responsibilities.
Prior to joining Larsen & Toubro group, Mr. Bhate worked with Particulars Existing Revised
AtoS Origin and started his career with Godrej & Boyce. He also remuneration remuneration
had a short entrepreneurial experience of starting a company of (upto June 30, (w.e.f July
his own which he successfully divested. 2018) 1,2018)
Basic Salary INR 19,88,481/- INR 36,00,000/-
He holds a Bachelor’s degree in electrical engineering, with
executive business management program from Harvard Business Flexible Compensation Plan INR 60,60,653/- INR 47,94,840/-
School and senior executive program at London Business School. Deferred Benefits INR 4,85,466/- INR 6,05,160/-
Performance Linked Upto Upto
Disclosures as required under SS-2 on General Meetings are Compensation INR 24,00,000/- INR 30,00,000/-
provided as an Annexure to this Notice.
The addendum Agreement entered into between the Company
Accordingly, the Board recommends the resolution in relation
and Mr. Bhupendra Bhate in respect of his appointment as Chief
to appointment of Mr. Bhupendra Bhate for the approval of the
Operating Officer and Whole-Time Director contained the terms
shareholders of the Company as set forth in Item No. 8 of the
and conditions of his appointment including remuneration will
Notice.
be open for inspection by the Members at the Registered Office
Except Mr. Bhupendra Bhate, being an appointee, none of of the Company on all working days except Saturdays, Sundays
the Directors or Key Managerial Personnel of the Company and holidays between 11.00 a.m. and 1.00 p.m., up to the date
including their relatives are in anyway concerned or interested in of the Annual General Meeting.
the Resolution set out in Item No. 8.
This may be treated as an abstract of the terms and conditions
ITEM NO. 9 governing the contract of service with Mr. Bhupendra Bhate
On recommendation of the Nomination & Remuneration pursuant to section 190 of the Companies Act, 2013 and other
Committee, the Board of Directors of the Company at its applicable provisions of the Act, if any.

Annual Report 2017-18

 38 39

The Brief profile of Mr. Bhupendra Bhate is mentioned in the and mentorship to the Company’s executive management,
said Notice at the item no.8. considering the complexity of the Company’s business, approved
the appointment of Mr. A. M. Naik as Non-Executive Director of
The Board recommends approval of the appointment and the Company.
revision in remuneration of Mr. Bhupendra Bhate as Chief
Operating Officer & Whole-Time Director by the Members Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure
through Ordinary Resolution set forth in Item No. 9 of the Notice. Requirements) (Amendment) Regulations, 2018, effective from
April 1, 2019, require a company to obtain the approval of
Except Mr. Bhupendra Bhate, being an appointee, none of shareholders by passing a special resolution for the appointment
the Directors or Key Managerial Personnel of the Company or continuation of any Non-Executive Director who has attained
including their relatives are in anyway concerned or interested in the age of seventy-five years.
the Resolution set out in Item No.9.
Disclosure as required under Secretarial Standard 2 on General
ITEM NO. 10 Meetings are provided as an Annexure to the Notice.
Mr. A. M. Naik has been associated with Larsen & Toubro Limited
for over five decades. Mr. Naik has also played a key role in the The Board recommends approval of the appointment of
formation and development of L&T Technology Services Limited Mr. A. M. Naik as the Non-Executive Director by the Members
to its current position of strength and as a Leading Pureplay through Special Resolution set forth in Item No. 10 of the Notice.
Company and in establishing its position in Europe and US, apart
from guiding the top management team and getting the Company Except Mr. A. M. Naik, none of the Directors or Key Managerial
listed on the Stock Exchanges. Mr. Naik has been awarded Personnel of the Company including their relatives are in anyway
four doctorates and numerous awards from institutions and concerned or interested in the Resolution set out in Item No. 10.
industry. He has also served as the Chairman of IIM Ahmedabad.
Mr. A. M. Naik has been the Non-Executive Director of the By Order of the Board of Directors
Company since June 27, 2014 and acting as Non-Executive For L&T TECHNOLOGY SERVICES LIMITED
Chairman since October 17, 2014. Mr. Naik has attained the age
of 75 years, as on October 1, 2017. After his superannuation as KAPIL BHALLA
the Group Executive Chairman of Larsen & Toubro, Mr. Naik has COMPANY SECRETARY
continued as the Non-Executive Chairman of the Company. (M. No. F 3485)

The Board of Directors of the Company, on the recommendation Date: May 22,2018
of the Nomination and Remuneration Committee and Place: Mumbai
taking into account the need for providing advice, guidance
 1 01-28
Corporate Overview 2 29-116
Statutory Reports 3 117-229
Financial Statements

(ANNEXURE TO NOTICE DATED MAY 22, 2018)

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 Director Mr. S. N. Dr. Keshab Panda Mr. Amit Chadha Mr. Bhupendra Mr. A.M.Naik
Subrahmanyan Bhate
Date of Birth March 16, 1960 October 1, 1958 October 2, 1972 November 13, 1961 June 9, 1942
Date of first appointment on January 10, 2015 June 14, 2012 February 1, 2015 November 7, 2017 June 27, 2014
the Board
Qualifications B.Sc, Engg. (Civil) B Tech, ME, PhD B.E (Electrical and Bachelor’s degree in B.E. (Mech.)
& MBA from IIT Bombay Electronics) Electrical Engineering,
Finance and Advanced Executive Business
Management Management
Degree (Wharton program from
Business School.) Harvard Business
School and Senior
Executive Program
at London Business
School.
Expertise Vast Experience in Diversified and Diversified and Diversified and vast Diverse and vast
Design global business vast experience experience in in the experience in
and Build (D&B) experience in business field of engineering, general
contracts, in research, development product management,
PPP Projects, conceptualizing, and relationship development and technology
Engineering creating, management software. and engineering &
and Construction operationalizing activities. construction.
Industry and turning around
complex technology
and engineering
services businesses.
Directorships held in other 1. Larsen and Nil Nil 1. L&T Thales 1. Larsen and
public companies including Toubro Limited Technology Toubro Limited
private companies which 2. Larsen & Toubro Services Private 2. L&T Realty
are subsidiaries of public Infotech Limited Limited Limited
companies (excluding foreign 3 L&T Metro Rail 3. Larsen & Toubro
companies) (Hyderabad) Infotech Limited
Limited 4. L & T Welfare
Company Limited
5. L&T Employees
Welfare
Foundation
Private Limited
Memberships/ Chairmanships Member Audit Member Corporate Nil Member Corporate Member
of committees across all Committee: Social Responsibility Social Responsibility Nomination &
companies 1. Larsen & Toubro Committee and Committee: Remuneration
Infotech Limited Stakeholders 1. L&T Thales Committee:
2. L&T Technology Relationship Technology 1. Larsen & Toubro
Services Limited Committee: Services Private Infotech Limited
1. L&T Technology Limited 2. L&T Technology
Services Limited Services Limited
Number of Meetings attended 5 out of 5 meetings 5 out of 5 meetings 5 out of 5 meetings 2 out of 2 meetings 5 out of 5 meetings
during the year
Shareholding of Non- 40,000 equity NA NA NA 2,60,000 equity
Executive Directors shares shares
Relationships between Nil Nil Nil Nil Nil
directors inter-se

Annual Report 2017-18

 40 41

Route Map of the AGM

Address: Yashwantrao Chavan Pratishthan Auditorium, General Jagannath Bhosale Marg,

Next to Sachivalaya Gymkhana, Nariman Point, Mumbai – 400021

Date and Timing: Wednesday, August 22, 2018 at 11.00 A.M.