Date: ___________________

NAME OF THE DIRECTOR

SUBJECT: LETTER OF APPOINTMENT AS INDEPENDENT DIRECTOR

Dear Sir,

We are pleased to inform you that due to your accomplishments and the wide range of experience and
expertise that you can offer, upon the recommendation of the Nomination & Remuneration Committee,
the Board of Directors of L&T Technology Services Limited (“the Company”) has approved your
appointment as an Independent Director of the Company with effect from ____________.

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 (“the Act”) pertaining to the Code
of Independent Directors, we intend to issue this formal letter of appointment.

1. TENURE OF APPOINTMENT:

You will serve as an Independent Director for a term of five consecutive years commencing
from ____________ up to _____________. Your appointment is subject to the approval of the
shareholders.

Your appointment is not a contract of employment of the Company.

2. TERMS OF APPOINTMENT:

We thank you for your confirmation that you meet the independence criteria as envisaged in section
149(6) of the Act.

Declarations to be made on appointment:

Pursuant to your appointment as an independent director in the Company, you will be required to furnish
the declarations and documents as provided in Annexure 1.

Re-appointment:

On the conclusion of the first term of appointment of five consecutive years, you may further be appointed
for a term of five consecutive years subject to the approval of the Board on the basis of the
performance evaluation report and approval of shareholders by way of a special resolution.

Membership of other boards:

You can continue on the Boards of other companies. However, there should not be any conflict of interest
vis-à-vis our company. Upon joining as member of another Board, you will be required to inform the
Company in the form as given in Annexure 1.
Retirement:

As provided under the Act, you will not be liable to retire by rotation at any General Meeting of the
Company. Your appointment is subjected to the Retirement Policy of the Company according to which
the age of retirement will be 75 years.

3. COMMITTEES OF THE BOARD:

The Company has the following Committees:-

a) Audit Committee
b) Nomination & Remuneration Committee
c) CSR Committee

Brief descriptions of the Committees including their terms of reference are enclosed with this letter as
Annexure 2.

You may be requested:-

a) To be a Member/Chairman of any one or more Committees/Sub-committees of the Board which may

4. ABOUT THE COMPANY:

A brief note providing information about the Company, its organization structure and internal frameworks
is enclosed with this letter as Annexure 3.

5. DEVOTION OF TIME:

It is expected that you will give sufficient time, as may be appropriate and essential in line with your
responsibilities and duties as an Independent Director.

6. REMUNERATION:

As per the provisions of the Companies Act, 2013, the maximum limit of remuneration to be paid
to all the Non-Executive Directors (NED)/Independent Directors of the Company is capped at 1% of the
net profits of the Company.

Sitting fees of Rs. 50,000 per meeting of the Board and Rs. 25,000 for meeting of the Board Committee will
be paid to you. You will be entitled to reimbursement of expenses incurred by you, in connection with
your attendance at Board, Committee and general meetings.

7. ROLES & FUNCTIONS:

As an independent director, you will be expected to –

a) Help in bringing an independent judgment to bear on the Board’s deliberations especially on issues of
strategy, performance, risk management, resources, key appointments and standards of conduct;
b) Bring an objective view in the evaluation of the performance of board, committees and
individual directors;

c) Scrutinize the performance of management in meeting agreed goals and objectives and monitor
the reporting of performance;

d) Ensure the integrity of financial information and that financial controls and the systems of risk
management are robust and flexible;

e) Safeguard and balance the interest of all stakeholders;

f) Moderate and arbitrate in the interest of the company in situations of conflict between management and
shareholder’s interest.

8. RESPONSIBILITIES & DUTIES:

a) Updation of your skills, knowledge and familiarity with the Company and the

b) Seeking appropriate clarification or amplification of information;

c) Striving to attend and actively participate in all meetings of the Board and Committees of
which you are a chairperson/member as well as the general meetings of the Company;

d) Holding and/or participating actively in the separate meetings of the independent directors of the
Company which shall –
- review the performance of non-independent directors and the Board as a whole;
- review the performance of the Chairperson of the Company, taking into account the views of
executive and non-executive directors;
- assess the quality, quantity and timeliness of flow of information between the Company management
and the Board that is necessary for the Board to effectively and reasonably perform its duties.

e) Ensuring that your concerns about the running of the Company or a proposed action, are addressed
by the Board and, to the extent that are not resolved, insist that your concerns are recorded in the minutes
of the Board meeting;

f) Not unfairly obstructing the functioning of an otherwise proper Board or committee of the
Board;

g) Ensuring adequate deliberations, before approving related party transactions and assuring yourself that
the same are in the interests of the Company;

h) Ensuring that the Company has an adequate and functional vigil mechanism and reporting concerns
about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or
ethics policy if any;

i) Acting within your authority, assist in protecting the legitimate interests of the Company, shareholders
and employees;

j) Not disclosing confidential information, including commercial secrets, technologies, advertising

9. PROFESSIONAL CONDUCT:
As an independent director, you shall-
a) Uphold ethical standards of integrity and probity;
b) Act objectively and constructively while exercising his duties;
c) Exercise your responsibilities in a bona fide manner in the interest of the company;
d) Devote sufficient time and attention to your professional obligations for informed and balanced
decision making;
e) Not allow any extraneous considerations that will vitiate your exercise of objective independent
judgment in the paramount interest of the Company as a whole, while concurring in or dissenting
from the collective judgment of the Board in its decision making;
f) Not abuse your position to the detriment of the Company or its shareholders or for the purpose of
gaining direct or indirect personal advantage or advantage for any associated person;
g) Refrain from any action that would lead to loss of your independence;
h) Where circumstances arise which make an you lose your independence, you must immediately inform
the Board accordingly;
i) Assist the Company in implementing the best corporate governance practices.

10. TRAINING AND DEVELOPMENT:

The Company holds Board meetings at its registered office and also if necessary, in locations, where it
operates. Site/factory visits are organized at various locations for the Directors. Presentations are made
regularly to the Board and the committees where Directors get an opportunity to interact with senior
managers. Presentations, inter alia, cover business strategies, management structure, HR policy,
management development and succession planning, quarterly and annual results, budgets, treasury
policy, review of inter audit, risk management framework, operations of subsidiaries and associates,
etc.

You will also be updated by in house journals, informative articles about the developments in the
Company, etc. through e-mails or other relevant modes. You can also access the official website of the
Company, www.lnttechservices.com for any other information about the Company.

The Company will facilitate your attending seminars/programs/conferences designed to train directors to
enhance their role as a non-executive Independent Director.

11. CODE OF CONDUCT OF THE COMPANY:

The Larsen & Toubro Limited has a well-defined Code of Conduct ensuring proper compliance with
necessary regulations which extend to its group Companies. Every Director is expected to abide by the
Code of Conduct in complete letter and spirit. The same has been enclosed with this letter as Annexure 4.

12. TRANSFER PRICING REGULATIONS:

The Government had introduced certain provisions in the Income Tax Act to ensure that specific
domestic transactions between related parties are done at Arm’s Length. The Company has to report the
prescribed domestic transactions to the income tax authorities for which we request you to give a list of
persons/entities which are related to you as per the definition of ‘related parties’ given in the
Domestic Transfer Pricing guideline attached with this letter as Annexure 5.
You may give us the specified transactions done by you or by your relatives or by entities as stated, on a
quarterly basis, if you are aware of such transactions apart from annual disclosure in the ‘Declaration under
Domestic Transfer Pricing Rules’ which is also enclosed with the above mentioned Annexure.

13. LIABILITY OF NON-EXECUTIVE DIRECTORS & INDEPENDENT DIRECTORS:

Abiding by the provisions of the Act, we would like to mention that you being an non-executive
independent director of the Company, will be held liable, only in respect of such acts of omission
or commission which have occurred with your knowledge, attributable through Board processes, and
with your consent or connivance or where you have not acted diligently.

14. DIRECTORS AND OFFICERS (D&O) LIABILITY INSURANCE:

A Directors & Officers (D&O) Liability Insurance policy is an insurance cover to protect the
individual directors and officers in respect of personal liabilities arising out of their wrongful acts,
committed in the course of their official duty. These wrongful acts can be actual or alleged breach of
duty, breach of trust, neglect, error, misstatement, misleading statement, omission.

Larsen & Toubro has a liability limit of USD 80,000,000 and extends worldwide. The policy covers
individual Directors and Employees, outside entity directors, spouse & legal heir of the insured person,
retired directors. The D&O Policy covers L&T as well as all its Subsidiaries. Outside Entity Directors cover
gives protection to those directors nominated on associate companies by the policy holder or its
subsidiaries.

We have great pleasure in welcoming you on the Board and look forward to working closely with you.

Thanking You,

Yours faithfully,
For L&T TECHNOLOGY SERVICES LIMITED

A.M.NAIK
NON-EXECUTIVE CHAIRMAN