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Larsen and Toubro
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting their Annual Report and
 Audited Financial Statements for the year ended March 31, 2015.
 
 FINANCIAL RESULTS
 
                                              2014-15       2013-14
                                           Rs. crore        Rs. crore
 
 Profit before depreciation, exceptional
 and extraordinary items and tax              7352.21       747183
 
 Less: Depreciation, amortisation,
 impairment and obsolescence                  1009.74       793.36
 
                                              6342.47      6678.47
 
 Add: Transfer from Revaluation Reserve          1.59         0.94
 
 Profit before exceptional and
 extraordinary items and tax                  6344.06      6679.41
 
 Add: Exceptional items                        357.16       588.50
 
 Profit before tax                            6701.22      7267.91
 
 Less: Provision for tax                      1645.04      1774.78
 
 Profit for the period carried to Balance
 Sheet                                        5056.18      5493.13
 
 Add: Balance brought forward from
 previous year                                 333.45       285.75
 
 Less: Dividend paid for the previous year 
 (including dividend distribution tax)           2.20         2.78
 
 Less: Depreciation charged against
 retained earnings                              86.28          -
 
 Add: Reversal of deferred tax on depreciation 
 charged against retained earnings              29.33          -
 
 Balance available for disposal               5330.48      5776.10
 (which the directors appropriate as follows):
 
 Debenture Redemption Reserve                  256.50        44.00
 
 Proposed Dividend                            1510.54      1320.85
 
 Dividend Tax                                  134.33        77.80
 
 General Reserve                                 -         4000.00
 
                                              1901.37      5442.65
 
 Balance to be carried forward                3429.11       333.45
 
 Dividend                                     1510.54      1320.85
 
 The Directors recommend payment of final 
 dividend of Rs. 16.25 per equity
 share of Rs. 2/- each on 92,95,62,061 shares.
 
 CAPITAL & FINANCE
 
 During the year under review, the Company allotted 26,49,403 equity
 shares upon exercise of stock options by the eligible employees under
 the Employee Stock Option Scheme.
 
 The Company tied up long term foreign currency loans of approximately Rs.
 1,093.75 crore and issued Non-Convertible Debentures (NCDs) worth Rs.
 1,150 crore. In addition, the Company also refinanced USD 200 million
 foreign currency loan through a Foreign Currency Convertible Bond
 (FCCB) issuance to reduce its interest cost. Apart from this, the
 Company also repaid a part of its long term foreign currency debt of
 USD 5.83 million.
 
 CAPITAL EXPENDITURE
 
 As at March 31,2015, the gross fixed and intangible assets, including
 leased assets, stood at Rs. 12,784 crore and the net fixed and intangible
 assets, including leased assets, at Rs. 7,981 crore. Capital expenditure
 during the year amounted to Rs. 953 crore.
 
 DEPOSITS
 
 There were no deposits which were due for repayment on or before March
 31, 2015. All unclaimed deposits were transferred to Investor Education
 & Protection Fund during the year.
 
 DEPOSITORY SYSTEM
 
 As the members are aware, the Company''s shares are compulsorily
 tradable in electronic form. As on March 31, 201 5, 97.77% of the
 Company''s total paid-up capital representing 90,87,91,21 1 shares are
 in dematerialized form. In view of the numerous advantages offered by
 the Depository system, members holding shares in physical mode are
 advised to avail of the facility of dematerialization from either of
 the depositories.
 
 TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
 
 The Company sends letters to all shareholders, whose dividends are
 unclaimed so as to ensure that they receive their rightful dues.
 Efforts are also made in co-ordination with the Registrar to locate the
 shareholders who have not claimed their dues.
 
 During the year the Company has transferred a sum of Rs. 1,47,21,816 to
 Investor Education & Protection Fund, the amount which was due &
 payable and remained unclaimed and unpaid for a period of seven years
 as provided in Section 205C(2) of the Companies Act, 1956. Despite the
 reminder letters sent to each shareholder, this amount remained
 unclaimed and hence was transferred. Cumulatively, the amount
 transferred to the said fund was Rs. 13,05,29,159 as on March 31, 2015.
 
 SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES
 
 During the year under review, the Company subscribed / acquired equity
 / preference shares in various subsidiary / associate / joint venture
 companies. These subsidiaries include companies in general insurance,
 real estate, infrastructure, engineering services and manufacturing
 sectors. The details of investments in subsidiary companies during the
 year are as under:
 
 1. During the year, the Company acquired 50% stake in L&T
 Infrastructure Engineering Limited (formerly known as L&T-Ramboll
 Consulting Engineers Limited) from the Joint Venture partner, with this
 acquisition, L&T Infrastructure Engineering Limited is now a wholly
 owned subsidiary of the Company.
 
 2. To comply with, inter-alia the minimum public shareholding
 requirement in L&T Finance Holdings Limited by August 2014, the Company
 has sold shares of L&T Finance Holdings Limited.
 
 The Company has formulated a policy on the identification of material
 subsidiaries and the same is placed on the website at
 http://investors.larsentoubro.com/Listing-Compliance.aspx.
 
 C) Performance and Financial Position of each
 subsidiary/associate/joint venture companies:
 
 A statement containing the salient features of the financial statement
 of subsidiary/associate/joint venture companies is provided on pages
 342 to 350 of this Annual Report.
 
 PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR
 SECURITY PROVIDED BY THE COMPANY
 
 The Company has disclosed the full particulars of the loans given,
 investments made or guarantees given or security provided on pages 222
 to 224 of this Annual Report.
 
 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
 
 The Audit Committee and the Board of Directors have approved the
 Related Party Transactions Policy and the same has been uploaded on the
 Company''s website
 http://investors.larsentoubro.com/Listing-Compliance.aspx.
 
 The Company has a process in place to periodically review and monitor
 Related Party Transactions.
 
 All the related party transactions were in the ordinary course of
 business and at arm''s length. The Audit Committee has approved all
 related party transactions for FY 2014-15 and estimated transactions
 for FY 2015-16.
 
 There were no material transactions with the related parties during the
 year.
 
 YEAR IN RETROSPECT
 
 The gross sales and other income for the financial year under review
 were Rs. 59,841 crore as against Rs. 59,045 crore for the previous
 financial year registering an increase of 1.35%.  The profit before tax
 from continuing operations including extraordinary and exceptional
 items was Rs. 6,701 crore for the financial year under review as against
 Rs. 7,268 crore for the previous financial year, registering a decrease
 of 7.8%.  The profit after tax from continuing operations including
 extraordinary and exceptional items of Rs. 5,056 crore for the financial
 year under review as against Rs. 5,493 crore for the previous financial
 year, registering a decrease of 7.96%.
 
 AMOUNT CARRIED TO RESERVE
 
 The Company has not transferred any amount to the reserves during the
 current financial year.
 
 DIVIDEND
 
 The Directors recommend payment of dividend of Rs. 16.25 per equity share
 of Rs. 2/- each on the share capital.
 
 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
 THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE
 REPORT
 
 There are no material changes and commitments affecting the financial
 position of the Company between the end of the financial year and the
 date of this Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Information as required to be given under Section 134(3)(m) read with
 Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided in
 Annexure ''A'' forming part of this Report.
 
 RISK MANAGEMENT POLICY
 
 The Company has constituted a Risk Management Committee comprising of
 Mr. A. M. Naik, Mr. K. Venkataramanan and Mr. R. Shankar Raman and
 concerned heads of Independent Companies as members. Mr. A. M. Naik is
 the Chairman of the Committee.
 
 The Company has formulated a risk management policy and has in place a
 mechanism to inform the Board Members about risk assessment and
 minimization procedures and periodical review to ensure that executive
 management controls risk by means of a properly designed framework.
 
 A detailed note on risk management is given under financial review
 section of the Management Discussion and Analysis on pages 182 to 183
 of this Annual Report.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 The Company has constituted a Corporate Social Responsibility Committee
 comprising of Mr. Vikram Singh Mehta, Mr. M. V. Kotwal and Mr. R.
 Shankar Raman as the Members. Mr. Vikram Singh Mehta is the Chairman of
 the Committee.
 
 The details of the various projects and programs to be undertaken by
 the Company as a part of its CSR policy framework is available on its
 website http://investors.larsentoubro.com/Listing-Compliance.aspx.
 
 The disclosures required to be given under Section 135 of the Companies
 Act, 2013 read with Rule 8(1) of the Companies (Corporate Social
 Responsibility Policy) Rules, 2014 are given in Annexure ''D'' forming
 part of this Report.
 
 DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
 APPOINTED/RESIGNED/RETIRED DURING THE YEAR
 
 Mr. S. Rajgopal and Mr. S. N. Talwar, Independent Directors, retired at
 the conclusion of the Annual General Meeting (AGM) held on August 22,
 2014.
 
 Mr. A. K. Jain, Nominee Director representing Administrator of the
 ''Specified Undertaking of Unit Trust of India'' (SUUTI) resigned with
 effect from February 10, 2015, consequent to the withdrawal of his
 nomination.
 
 The Board places on record its appreciation of the immense contribution
 made by Mr. S. Rajgopal, Mr. S. N. Talwar and Mr. A. K. Jain to the
 Company.
 
 The Board has appointed Mr. Akhilesh Krishna Gupta as an Independent
 Director of the Company from September 9, 2014 to September 8, 2019,
 subject to the approval of the shareholders. Mr. Akhilesh Gupta,
 appointed as an Additional Director, will hold office till the ensuing
 AGM and is eligible for appointment.
 
 The Board has appointed Mr. Bahram Navroz Vakil as an Independent
 Director of the Company from March 16, 2015 to March 1 5, 2020, subject
 to the approval of the shareholders. Mr. Vakil, appointed as an
 Additional Director, will hold office till the ensuing AGM and is
 eligible for appointment.
 
 The Board has appointed Mr. Swapan Dasgupta as a Director in the casual
 vacancy caused by the resignation of Mr. A.  K. Jain as a Director
 representing SUUTI, with effect from April 1, 2015.
 
 The Board has appointed Mrs. Sunita Sharma as a Director in the casual
 vacancy caused by the resignation of Mr. N. Mohan Raj as a Director
 representing ''Life Insurance Corporation of India'', with effect from
 April 1, 2015.
 
 The Board has appointed Mr. Thomas Mathew T. as an Independent Director
 of the Company from April 3, 2015 to April 2, 2020, subject to the
 approval of the shareholders.  Mr. Mathew, appointed as an Additional
 Director, will hold office till the ensuing AGM and is eligible for
 appointment.
 
 The Board has appointed Mr. Ajay Shankar as an Independent Director of
 the Company from May 30, 2015 to May 29, 2020, subject to the approval
 of the shareholders. Mr. Ajay Shankar, appointed as an Additional
 Director, will hold office till the ensuing AGM and is eligible for
 appointment.
 
 Mr. Sushobhan Sarker, Mr. Shailendra Roy and Mr. R. Shankar Raman
 retire from the Board by rotation and are eligible for re-appointment
 at the forthcoming AGM.
 
 The notice convening the AGM includes the proposal for appointment /
 re-appointment of Directors.
 
 The terms and conditions of appointment of the Independent Directors
 are placed on the website of the Company
 http://investors.larsentoubro.com/Listing-Compliance.aspx.
 
 The Company has also disclosed the Directors'' familiarization programme
 on its website
 http://investors.larsentoubro.com/Listing-Compliance.aspx.
 
 NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
 
 This information is given in Annexure ''C'' - Report on Corporate
 Governance forming part of this Report. Members are requested to refer
 to page 57 of this Annual Report.
 
 AUDIT COMMITTEE
 
 The Company has in place an Audit Committee in terms of the
 requirements of the Companies Act, 2013 read with the rules made
 thereunder and Clause 49 of the Listing Agreement. The details relating
 to the same are given in Annexure ''C'' - Report on Corporate Governance
 forming part of this Report. Members are requested to refer to pages 59
 to 61 of this Annual Report.
 
 COMPANY POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION
 
 The Company has in place a Nomination & Remuneration Committee in
 accordance with the requirements of the Companies Act, 2013 read with
 the rules made thereunder and Clause 49 of the Listing Agreement. The
 details relating to the same are given in Annexure ''C'' - Report on
 Corporate Governance forming part of this Report. Members are requested
 to refer to pages 61 to 63 of this Annual Report.
 
 The Committee has formulated a policy on Director''s appointment and
 remuneration including recommendation of remuneration of the key
 managerial personnel and other employees, board diversity, composition
 and the criteria for determining qualifications, positive attributes
 and independence of a Director.
 
 DECLARATION OF INDEPENDENCE
 
 The Company has received Declarations of Independence as stipulated
 under Section 149(7) of the Companies Act, 2013 and Clause 49 of the
 Listing Agreement from Independent Directors confirming that he is not
 disqualified from appointing/continuing as an Independent Director. The
 same are also displayed on its website
 http://investors.larsentoubro.com/Listing-Compliance.aspx.
 
 EXTRACT OF ANNUAL RETURN
 
 As per the provisions of Section 92(3) of the Companies Act, 2013, an
 extract of the Annual Return in Form MGT-9 is attached as Annexure ''G''
 to this Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Board of Directors of the Company confirms that:
 
 a) In the preparation of Annual Accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 b) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of
 the Company for that period;
 
 c) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 2013 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 d) The Directors have prepared the Annual Accounts on a going concern
 basis;
 
 e) The Directors have laid down an adequate system of internal
 financial control to be followed by the Company and that such internal
 financial controls are adequate and were operating efficiently; and
 
 f) The Directors have devised proper systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 ADEQUACY OF INTERNAL FINANCIAL CONTROL
 
 The Company has designed and implemented a process driven framework for
 Internal Financial Controls (IFC) within the meaning of the
 explanation to Section 134(5)(e) of the Companies Act, 2013. For the
 year ended March 31, 2015, the Board is of the opinion that the Company
 has sound IFC commensurate with the nature and size of its business
 operations and operating effectively and no material weakness exist.
 The Company has a process in place to continuously monitor the same and
 identify gaps, if any, and implement new and/or improved controls
 wherever the effect of such gaps would have a material effect on the
 Company''s operations.
 
 PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS
 
 The Nomination & Remuneration Committee and the Board have laid down
 the manner in which formal annual evaluation of the performance of the
 Board, Committees and individual Directors has to be made.
 
 It includes circulation of questionnaires to all Directors for
 evaluation of the Board and its Committees, Board composition and its
 structure, its culture, its effectiveness, its functioning, information
 availability, etc. These questionnaires also cover specific criteria
 and the grounds on which all Directors in their individual capacity
 will be evaluated.
 
 The Individual Directors responses on the questionnaire on the
 performance of the Board, Committee(s), Directors and Chairman were
 analyzed to arrive at unbiased conclusions.
 
 The inputs given by all the directors were discussed in the meeting of
 the Independent Directors held on March 23, 2015, as per Schedule IV of
 the Companies Act, 2013.
 
 The performance evaluation of the Board, Committees and Directors was
 also reviewed by the Nomination & Remuneration Committee.
 
 DISCLOSURE OF REMUNERATION
 
 The details of remuneration as required to be disclosed under the
 Companies Act, 2013 and the rules made thereunder is given in Annexure
 ''H'' forming part of this Report.
 
 The Board of Directors wishes to express their appreciation to all the
 employees for their outstanding contribution to the operations of the
 Company during the year. The details of employees receiving
 remuneration exceeding Rs. 5 lakh per month or Rs. 60 lakh per annum is
 provided in Annexure ''E'' forming part of this Report. In terms of
 Section 136(1) of the Act and the rules made thereunder, the Report and
 Accounts are being sent to the shareholders excluding the aforesaid
 Annexure. Any Shareholder interested in obtaining a copy of the same
 may write to the Company Secretary. None of the employees listed in the
 said Annexure is related to any Director of the Company.
 
 RECEIPT OF REMUNERATION BY MANAGING DIRECTOR FROM SUBSIDIARY COMPANY
 
 Mr. K. Venkataramanan, Chief Executive Officer and Managing Director of
 the Company, is also the Managing Director of a wholly owned
 subsidiary, L&T Hydrocarbon Engineering Limited. During the year
 2014-15, part of the remuneration received by Mr. Venkataramanan was
 debited to L&T Hydrocarbon Engineering Limited. Kindly refer to page
 242 of this Annual Report for details.
 
 OTHER DISCLOSURES
 
 The disclosures relating to Employee Stock Options required to be made
 under the provisions of the Companies Act, 2013 and the rules made
 thereunder and the SEBI (Employee Stock Option Scheme and Employee
 Stock Purchase Scheme) Guidelines, 1999 together with a certificate
 obtained from the Statutory Auditors, confirming compliance, is
 provided in Annexure ''B'' forming part of this Report.
 
 Pursuant to Clause 49 of the Listing Agreement entered into with the
 Stock Exchanges, a Report on Corporate Governance and a certificate
 obtained from the Statutory Auditors confirming compliance, is provided
 in Annexure ''C'' forming part of this Report.
 
 VIGIL MECHANISM
 
 As per the provisions of Section 177(9) of the Companies Act, 2013, the
 Company is required to establish an effective Vigil Mechanism for
 Directors and employees to report genuine concerns.
 
 The Company has a Whistle-blower Policy in place since 2004 to report
 concerns about unethical behaviour, actual/ suspected frauds and
 violation of Company''s Code of Conduct or Ethics Policy. The Policy has
 been suitably modified to meet the requirements of Vigil Mechanism
 under the Companies Act, 2013. The policy provides for adequate
 safeguards against victimisation of persons who avail the same and
 provides for direct access to the Chairperson of the Audit Committee.
 The Audit Committee of the Company oversees the implementation of the
 Whistle-Blower Policy.
 
 The Company has disclosed information about the establishment of the
 Whistle Blower Policy on its website
 http://investors.larsentoubro.com/corporateaovernance.aspx.
 
 BUSINESS RESPONSIBILITY REPORTING
 
 The Company has been one of the first engineering and construction
 companies in India to publish its report on Corporate Sustainability.
 
 As per Clause 55 of the Listing Agreement with the Stock Exchanges, a
 separate section on Business Responsibility Reporting forms a part of
 this Annual Report (refer pages 18 to 35).
 
 The detailed Corporate Sustainability Report is also available on the
 Company''s website http://www.larsentoubro.com/corporate/sustainability.
 
 DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
 COURTS OR TRIBUNALS
 
 During the year under review, there were no material and significant
 orders passed by the regulators or courts or tribunals impacting the
 going concern status and the Company''s operations in future.
 
 CONSOLIDATED FINANCIAL STATEMENTS:
 
 Your Directors have pleasure in attaching the Consolidated Financial
 Statements pursuant to Section 129(3) of the Companies Act, 2013 and
 Clause 32 of the Listing Agreement entered into with the Stock
 Exchanges and prepared in accordance with the Accounting Standards
 prescribed by the Institute of Chartered Accountants of India, in this
 regard.
 
 The Auditors report to the shareholders does not contain any
 qualification, observation or adverse comment.
 
 SECRETARIAL AUDIT REPORT
 
 The Secretarial Audit Report issued by M/s. S. N.  Ananthasubramanian &
 Co., Practicing Company Secretaries is attached as Annexure ''F'' to this
 Report.
 
 The Secretarial Auditor''s report to the shareholders does not contain
 any qualification.
 
 REPORTING OF FRAUD
 
 The Auditors of the Company have not reported any fraud as specified
 under the second proviso of Section 143(12) of the Companies Act, 2013.
 
 AUDITORS
 
 The Company''s auditors M/s. Sharp & Tannan, (firm registration number
 109982W) have already completed more than ten years as Statutory
 Auditors of the Company.
 
 In accordance with provisions of Section 139 of the Companies Act, 2013
 and the Companies (Audit and Auditors) Rules, 2014, they can continue
 as Auditors for a further period of two years i.e up to March 31, 2017.
 It is proposed to appoint them from conclusion of 70th Annual General
 Meeting till the conclusion of 72nd Annual General Meeting.
 
 In view of the mandatory rotation of auditor requirement and to ensure
 smooth transition during this period, it is also proposed to appoint
 M/s. Deloitte Haskins & Sells LLP as Statutory Auditors for a period of
 5 continuous years i.e., from the conclusion of 70th Annual General
 Meeting till the conclusion of 75th Annual General Meeting of the
 Company.
 
 Both the Auditors will be jointly and severally responsible during the
 first two financial years 2015-16 and 2016-17.
 
 Sharp & Tannan and Deloitte Haskins & Sells LLP, have informed the
 Company vide letters dated May 30, 201 5 & May 26, 2015 respectively,
 that their appointment if made would be within the limits prescribed
 under section 141 of the Companies Act, 2013.
 
 Sharp & Tannan and Deloitte Haskins & Sells LLP, have confirmed that
 they have subjected themselves to the peer review process of Institute
 of Chartered Accountants of India (ICAI) and hold valid certificate
 issued by the Peer Review Board of the ICAI.
 
 Sharp & Tannan and Deloitte Haskins & Sells LLP, have also furnished a
 declaration confirming their independence as well as their arm''s length
 relationship with the Company and declared that they have not taken up
 any prohibited non-audit assignments for the Company.
 
 COST AUDITORS
 
 Pursuant to the provisions of Section 148(3) of the Companies Act, 2013
 the Board of Directors had appointed M/s R. Nanabhoy & Co., Cost
 Accountants, as Cost Auditors of the Company, for conducting the audit
 of cost records for the financial year ended March 31, 2015. The audit
 is in progress and report will be filed with Ministry of Corporate
 Affairs within the prescribed period.
 
 The Board, on the recommendation of the Audit Committee, at its meeting
 held on May 30, 201 5, has approved the appointment of M/s R. Nanabhoy
 & Co., Cost Accountants as the Cost Auditors of the Company, for
 conducting audit of cost records for the financial year ending March
 31,2016.  There is an additional coverage of products under audit
 during the year.
 
 A proposal for ratification of remuneration of the Cost Auditors for FY
 2014-15 as well as FY 2015-16 is placed before the shareholders.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to thank the customers, supply
 chain partners, employees, Financial Institutions, Banks, Central and
 State Government authorities, Regulatory authorities, Stock Exchanges
 and all the various stakeholders for their continued co-operation and
 support to the Company. Your Directors also wish to record their
 appreciation for the continued co-operation and support received from
 the Joint Venture partners / Associates.
 
 For and on behalf of the Board 
 A. M. Naik
 
 Group Executive Chairman
 (DIN: 00001514)
 
 Mumbai, May 30, 2015
 
 
 
Source : Dion Global Solutions Limited
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