LARSEN & TOUBRO LIMITED Regd. Office : L&T House, Ballard Estate, Mumbai 400 001. CIN : L99999MH1946PLC004768 Notice NOTICE IS HEREBY GIVEN THAT the Sixty-ninth Annual 9) To appoint a Director in place of Mr. A. M. Naik General Meeting of LARSEN & TOUBRO LIMITED will (DIN-00001514), who retires by rotation and is eligible be held at Birla Matushri Sabhagar, 19, Marine Lines, for re-appointment; Mumbai - 400 020 on Friday, August 22, 2014 at 3.00 10) To consider and, if thought fit, to pass with or without p.m. to transact the following business :- modification(s), as an ORDINARY RESOLUTION the 1) To consider and adopt the Balance Sheet as at March following: 31, 2014, the Profit & Loss Account for the year ended “RESOLVED THAT Mr. Subodh Bhargava on that date and the Reports of the Board of Directors (DIN-00035672) be and is hereby appointed as an and Auditors thereon; Independent Director of the Company to hold office 2) To declare a dividend on equity shares; up to March 29, 2017 with effect from April 1, 2014.” 3) To consider and, if thought fit, to pass with or without 11) To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the modification(s), as an ORDINARY RESOLUTION the following: following: “RESOLVED THAT pursuant to Section 149(13) of the “RESOLVED THAT Mr. M. M. Chitale (DIN-00101004) Companies Act, 2013 the Independent Directors of the be and is hereby appointed as an Independent Director Company shall not be liable to retire by rotation.” of the Company to hold office up to March 31, 2019 4) To consider and, if thought fit, to pass with or without with effect from April 1, 2014.” modification(s), as an ORDINARY RESOLUTION the 12) To consider and, if thought fit, to pass with or without following: modification(s), as an ORDINARY RESOLUTION the “RESOLVED THAT the vacancy caused due to retirement following: by rotation of Mr. N. Mohan Raj (DIN-00181969) be “RESOLVED THAT Mr. M. Damodaran (DIN-02106990) not filled up at this meeting or at any adjournment be and is hereby appointed as an Independent Director thereof.” of the Company to hold office up to March 31, 2019 5) To consider and, if thought fit, to pass with or without with effect from April 1, 2014.” modification(s), as an ORDINARY RESOLUTION the 13) To consider and, if thought fit, to pass with or without following: modification(s), as an ORDINARY RESOLUTION the “RESOLVED THAT the vacancy caused by retirement of following: Mr. S. Rajgopal (DIN-00001133) be not filled up at this “RESOLVED THAT Mr. Vikram Singh Mehta meeting or at any adjournment thereof.” (DIN-00041197) be and is hereby appointed as an 6) To appoint a Director in place of Mr. A. K. Jain Independent Director of the Company to hold office (DIN-02155213), who retires by rotation and is eligible up to March 31, 2019 with effect from April 1, 2014.” for re-appointment; 14) To consider and, if thought fit, to pass with or without 7) To consider and, if thought fit, to pass with or without modification(s), as an ORDINARY RESOLUTION the modification(s), as an ORDINARY RESOLUTION the following: following: “RESOLVED THAT Mr. Adil Zainulbhai (DIN- 06646490) “RESOLVED THAT the vacancy caused by retirement of be and is hereby appointed as an Independent Director Mr. S. N. Talwar (DIN-00001456) be not filled up at this of the Company to hold office up to May 29, 2019 with meeting or at any adjournment thereof.” effect from May 30, 2014.” 8) To appoint a Director in place of Mr. S. N. Subrahmanyan 15) To appoint Statutory Auditors and fix their remuneration (DIN-02255382), who retires by rotation and is eligible and for that purpose to pass with or without for re-appointment; 1 PDF processed with CutePDF evaluation edition www.CutePDF.com modification(s), as an ORDINARY RESOLUTION the 50 and holding in the aggregate not more than 10% of following: the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by “RESOLVED THAT pursuant to Section 139 and any a member holding more than 10% of the total share other applicable provisions of the Companies Act, 2013 capital of the Company carrying voting rights, then such (including any statutory modifications or re-enactment proxy shall not act as a proxy for any other person or thereof for the time being in force) read with rules under shareholder. the Companies (Audit and Auditors) Rules, 2014, the Company’s Auditors, M/s. Sharp & Tannan, Chartered Proxies, in order to be effective, must be received at the Accountants (ICAI Registration No. 109982W) who hold Registered office of the Company at L&T House, Ballard office up to the date of this Annual General Meeting Estate, Mumbai 400 001, not less than forty-eight hours but, being eligible, offer themselves for re-appointment, before the commencement of the AGM i.e. by 3.00 be and are hereby re-appointed as Auditors of the p.m. on Wednesday, August 20, 2014. Company including all its branch offices for holding [c] The Register of Members and Transfer Books of the office from the conclusion of this Meeting until the Company will be closed from Saturday, August conclusion of the next Annual General Meeting at a 16, 2014 to Friday, August 22, 2014 (both days remuneration of 125,00,000/- (Rupees One Hundred inclusive). and Twenty Five Lakh Only) exclusive of service tax, traveling and other out of pocket expenses.” [d] Members are requested to furnish bank details, Email address, change of address etc. to Sharepro Services By Order of the Board of Directors (India) Private Limited at 13 AB, Samhita Warehousing For LARSEN & TOUBRO LIMITED Complex, 2nd floor, Sakinaka Telephone Exchange Lane, Off. Andheri - Kurla Road, Sakinaka, Andheri (East), N. HARIHARAN Mumbai - 400 072, who are the Company’s Registrar COMPANY SECRETARY and Share Transfer Agents so as to reach them latest Mumbai, May 30, 2014 by Thursday, August 14, 2014, in order to take note of the same. In respect of members holding shares in Registered Office: electronic mode, the details as would be furnished by L&T House, Ballard Estate, Mumbai - 400 001 the Depositories as at the close of the aforesaid date CIN: L99999MH1946PLC004768 will be considered by the Company. Hence, Members Notes: holding shares in demat mode should update their [a] The information required to be provided under records at the earliest. the Listing Agreement entered into with the Stock [e] In order to receive copies of Annual Reports and other Exchanges, regarding the Directors who are proposed to communication through e-mail, Members are requested be appointed/re-appointed and the relative Explanatory to register their e-mail addresses with the Company by Statement pursuant to Section 102 of the Companies sending an e-mail to [email protected]. Act, 2013, in respect of the business under items 3, 4, [f] All documents referred to in the accompanying Notice 5, 7 and 10 to 15 set out above are annexed hereto. and the Explanatory Statement are open for inspection [b] A MEMBER ENTITLED TO ATTEND AND VOTE IS at the Registered Office of the Company on all working ENTITLED TO APPOINT A PROXY, OR, WHERE THAT IS days, except Saturdays, between 11.00 a.m. and 1.00 ALLOWED, ONE OR MORE PROXIES, TO ATTEND AND p.m. up to the date of the Annual General Meeting. VOTE INSTEAD OF HIMSELF, AND THAT A PROXY NEED [g] Members/Proxies should bring their attendance slips NOT BE A MEMBER. Pursuant to Section 105 of the duly completed for attending the Meeting. Companies Act, 2013 and Rule 19 the Companies (Management & Administration) Rules, 2014, a person [h] Pursuant to Section 205A(5) of the Companies Act, can act as a proxy on behalf of members not exceeding 1956 the unpaid dividends that are due for transfer 2 to the Investor Education and Protection Fund are as Members will not be able to cast their vote electronically follows: envisaged herein above beyond the date and time mentioned above. Dividend Date of For the Due for No. Declaration year ended Transfer on The Company has appointed Mr. S. N. 78 24.08.2007 31.03.2007 29.09.2014 Ananthasubramanian, Practicing Company Secretary, (Membership No. 4206), to act as the Scrutinizer for 79 29.08.2008 31.03.2008 05.10.2015 conducting the electronic voting process in a fair and 80 28.08.2009 31.03.2009 04.10.2016 transparent manner. 81 26.08.2010 31.03.2010 02.10.2017 Members are requested to follow the instructions below 82 26.08.2011 31.03.2011 02.10.2018 to cast their vote through e-voting: 83 24.08.2012 31.03.2012 29.09.2019 A. In case a Member receives an e-mail from NSDL (for 84 22.08.2013 31.03.2013 27.09.2020 Members whose e-mail addresses are registered Members who have not encashed their dividend with the Company/Depositories): warrants pertaining to the aforesaid years may approach the Company/its Registrar, for obtaining i. Open the e-mail and also open PDF file namely payments thereof atleast 20 days before they are “L&T e-voting.pdf” with your Client ID or Folio due for transfer to the said fund. No. as password. The said PDF file contains your user ID and password for e-voting. Please [i] Investor Grievance Redressal: note that the password is an initial password.