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Directors Report of HCL Technologies Ltd.

Mar 31, 2016

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty Fourth Annual Report together with the audited financial statements for the year ended March 31, 2016 (nine months period from July 1, 2015 to March 31, 2016 hereinafter referred as ''Financial Year'').

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company for the year ended March 31, 2016 are as under:

(Rs. in crores)

Particulars Consolidated Standalone

Year ended Year ended

31st March 30th June, 31st March 30th June, 2016 2015 2016 2015 (Nine (Twelve (Nine (Twelve months) months) months) months)

Total Income 31,676.24 37,840.68 14,402.11 18,352.94

Total Expenditure 24,707.10 28,723.62 8,634.50 10,654.40

Profit before tax 6,969.14 9,117.06 5,767.61 7,698.54

Provision for tax (1,363.89) (1,815.11) (1,033.93) (1,352.59)

Share of profit of associates 56.20 39.90 - -

Profit for the year 5,661.45 7,341.85 4,733.68 6,345.95 Profit attributable to

Owners of the Company 5,643.04 7,317.07 - -

Share of profit of minority interest 18.41 24.78 - -

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

On a standalone basis, the Company achieved revenue of Rs. 14,402.11 crores in the nine months'' period from July 1, 2015 to March 31, 2016 and a profit of Rs. 4,733.68 crores in the said financial year.

On a consolidated basis, the Company achieved revenue of Rs. 31,676.24 crores in the nine months'' period from July 1, 2015 to March 31, 2016 and a profit of Rs. 5,661.45 crores in the said financial year.

The state of affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this report.

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements is provided in the Annual Report.

The current financial year of the Company is for a nine months period from July 1, 2015 to March 31, 2016. The figures for the current financial year are therefore not comparable with those of the previous year.

3. DIVIDEND

During the financial year ended March 31, 2016, your Directors had declared and paid three interim dividends as per the details given below:

S. No. Interim dividend paid during Rate of dividend Amount of the period from July 1, 2015 per share (face dividend paid to March 31, 2016 value of Rs. 2 each)

1. 1st Interim Dividend Rs. 5 702.99

2. 2nd Interim Dividend Rs. 5 703.16

3. 3rd Interim Dividend Rs. 6 845.59

Total 2,251.74

S. No Interim dividend paid during the period from July 1, 2015 to March 31, 2016 Dividend Distribution Total Outflow tax paid by the Company (Rs. in crores)

1. 1st Interim Dividend 139.17 842.16

2. 2nd Interim Dividend 139.18 842.34

3. 3rd Interim Dividend 172.14 1017.73

Total 450.49 2,702.23

The Board of Directors in its meeting held on April 27-28, 2016, has declared an interim dividend of Rs. 6 per equity share of face value of Rs. 2 each for the year 2016-17. The Directors did not recommend final dividend for the year ended March 31, 2016.

4. TRANSFER TO RESERVES

No amount was transferred to the General Reserve Account for the Financial Year.

5. CHANGES IN CAPITAL STRUCTURE

Shares allotted under Employees Stock Option Plans

During the year, the Company allotted 44,02,896 equity shares of Rs. 2 each fully paid-up under its Employees Stock Option Plans.

Issued and Paid-up share capital as on March 31, 2016

As on March 31, 2016, the issued, subscribed and paid-up share capital of the Company was Rs. 2,820,762,628 divided into 1,410,381,314 equity shares of face value of Rs. 2 each.

6. DEBENTURES

Your Company has not issued any fresh debentures during the financial year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, in terms of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached and forms a part of this Report.

8. SUBSIDIARIES/ACQUISITIONS

As on March 31, 2016, the Company has 86 subsidiaries and 9 associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries (which includes associate companies and joint ventures) in Form AOC-1 is attached to the financial statements of the Company.

As per the provisions of Section 136 of the Act, the standalone financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

During the year, the Company had incorporated the following step down subsidiaries / associate companies (through Joint Venture): -

S. No. Name of Subsidiary Companies Country of Incorporation

1 HCL Technologies Czech Republic S.R.O. Czech Republic

2 HCL Muscat Technologies LLC Oman

3 HCL Joint Venture Holding Inc. USA

4 CeleritiFinTech Australia Pty. Limited Australia

5 CeleritiFinTech USA Inc. USA

6 CeleritiFintech Italy S.R.L. Italy

7 CeleritiFinTech Germany GmbH Germany

8 CeleritiFinTech Limited United Kingdom

Name of Associate Companies

9 CeleritiFinTech Services Limited United Kingdom

10 CeleritiFinTech Services USA Inc.* USA

11 CeleritiFinTech Services Australia Pty. Limited* Australia

12 CeleritiFinTech Services Italy S.R.L.* Italy

13 CeleritiFinTech Services Germany, GmbH* Germany

14 CeleritiFintech Services India Pvt. Ltd.* India

*CeleritiFintech Services Limited, UK is the holding Company of this Company.

In addition to the above, the Company acquired 100% stake in HCL Training and Staffing Services Private Limited (HCLTSS), a company incorporated in India, engaged in the business of recruitment of engineers and rendering of training in the field of IT and ITES.

HCL Technologies UK Limited, a step down subsidiary of the Company in UK acquired 100% stake in Point to Point Limited and Point to Point Products Limited (jointly referred to as P2P), the companies incorporated in UK, being a niche provider of complex workplace engineering services in UK.

HCL Global Processing Services Limited, a subsidiary of the Company in India acquired 100% stake in Concept2Silicon Systems Private Limited ("C2SiS"), a Company incorporated under the Companies Act, 1956, engaged in providing complete solutions for complex system on Chip and System designs with best in class engineering capabilities and a cost-efficient business model.

HCL America Inc., a step down subsidiary of the Company in USA, acquired the Powerteam LLC, a Delaware limited liability company (popularly known as "PowerObjects"), a leading North American solutions provider and a partner of Microsoft engaged in the business of developing, maintaining, licensing, consulting, servicing etc. related to customer relationship management ("CRM") using the Microsoft Dynamics suite of products.

During the year, the Company has acquired the IT division of Volvo IT AB (''Volvo IT''), a subsidiary of AB Volvo, the holding company of the Volvo Group, which provides IT services to the Volvo group as well as non- Volvo group customers.

The Company also acquired certain assets of privately held T rygstad Technical Services Inc. ("Trygstad"), a US based provider of IT consulting services & solutions to marquee customers, in an all cash deal. Trygstad Technical Services Inc. is a niche company with deep expertise in the areas of core engineering (including operating systems), Internet Of Things (IoT), Embedded Systems and Intelligent Systems.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of ten members, of which,one is the Promoter Director who is designated as the Chairman and Chief Strategy Officer of the Company. The other 9 Directors are Non- Executive Directors, of which 7 are Independent Non-Executive Directors. The Board also comprises of two women Directors.

At the Annual General Meeting of the Company held on December 22, 2015, Mr. Thomas Sieber (DIN - 07311191) was appointed as an Independent Director of the Company in terms of section 149 of Companies Act, 2013, to hold office for a period of five years.

The Independent Directors have furnished the certificate of independence stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of Section 152 (6) of the Act, Ms. Roshni Nadar Malhotra (DIN 02346621) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment as the Director of the Company.

10. NUMBER OF MEETINGS OF THE BOARD

During the year, four meetings of the Board were held. The details of the meetings are provided in the Corporate Governance Report.

11. FAMILIARIZATION PROGRAMME

The details of familiarization programme have been provided under the Corporate Governance Report.

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Oblgation and Disclosure Requirements) Regulations, 2015, a formal Annual Performance evaluation is to be made by the Board of its own performance and that of the Committees and individual Directors. Also, Schedule IV of the said Act requires performance evaluation of Independent Directors by the Board, excluding the Director being evaluated.

In view of the above, the annual performance evaluation was conducted by the Board on the basis of framework and criteria approved by the Nomination and Remuneration Committee of the Company. The process and criteria of evaluation is explained in the Corporate Governance Report, which forms part of this report.

13. AUDITORS

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of your Company in the Annual General Meeting held on December 4, 2014 for a term of five years until the conclusion of the Twenty Seventh AGM of the Company to be held in the year 2019. As per the provisions of Section 139 of the Act, the appointment of the Statutory Auditors is required to be ratified by Members at every Annual General Meeting. Accordingly, the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, shall be placed for ratification by the Members in the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of the said section.

14. AUDITORS'' REPORT

There are no qualifications, reservations or adverse remarks made by M/s. S.R. Batliboi & Co. LLP, Statutory Auditors in their report for the financial year ended March 31, 2016. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, M/s. Chandrasekaran Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this Report. The report is self-explanatory and does not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report for the financial year ended March 31, 2016.

16. EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act, the extract of the Annual Return in Form MGT-9 is enclosed as Annexure 2 to this Report.

17. DIRECTORS'' APPOINTMENT AND REMUNERATION

In accordance with the provisions of Companies Act, 2013, the Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of Directors in terms of its charter.

In evaluating the suitability of individual Board members, the Committee takes into account factors, such as Educational and professional background, General understanding of the Company''s business dynamics, Standing in the profession, Personal and professional ethics, integrity and values, Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of Directors at the time of appointment / re-appointment as per the criteria prescribed under the provisions of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Remuneration Policy for Directors, Key Managerial Personnel and other employees are provided in the Corporate Governance Report forming part of this report.

18. AUDIT COMMITTEE

The Audit Committee comprises of four Independent Directors namely, Mr. Amal Ganguli, Ms. Robin Ann Abrams, Mr. Subramanian Madhavan and Mr. Keki Mistry. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

19. RISK MANAGEMENT POLICY

The Board of the Company has formed a Risk Management Committee to inter-alia assist the Board in overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environmental risks. In addition, the Audit Committee is also empowered to oversee the areas of risks and controls.

The Company has developed and implemented a Risk Management Policy that ensures the appropriate management of risks in line with its internal systems and culture.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company''s internal financial control systems are commensurate with its size and the nature of its operations. The controls are adequate for ensuring the orderly and efficient conduct of the business and these controls are working effectively. These controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, adherence to the Company''s policies, safe-guarding of assets from unauthorized use and prevention and detection of frauds and errors.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

23. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 in Form AOC-2 and the same forms part of this Report. The Company also has in place a ''Related Party Policy'', which is available on the website of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) committee comprises of three members, namely Mr. Shiv Nadar, Ms. Roshni Nadar Malhotra and Mr. Subramanian Madhavan. The Committee is inter- alia responsible for formulating and monitoring the CSR Policy of the Company. A brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 4 of this Report in the form as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the website of the Company.

25. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Act, the dividend amounts which have remained unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the Act. The details of unpaid/unclaimed dividend that will be transferred to IEPF in subsequent years are given in the Corporate Governance section of the Annual Report.

26. DEPOSITS

Your Company has not accepted any deposits from public.

27. CORPORATE GOVERNANCE

The Corporate Governance Report, in terms of Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the Statutory Auditors certificate is attached and forms part of this Report.

28. BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India ("SEBI") vide the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, has mandated inclusion of Business Responsibility Report ("BRR") as part of the Annual Report for top 500 listed companies. However, pursuant to these regulations, if a listed Company publishes the Sustainability Report based on internationally accepted reporting framework along with a mapping of the BRR as stated in the said regulations, it would be treated as sufficient compliance of these regulations.

For the financial year 2015-16, as the Company has prepared its sustainability report based on the internationally accepted reporting framework and the principles stated under the above SEBI regulations have been mapped with the Sustainability Report, no separate BRR has been prepared by the Company. The mapping and the Sustainability Report are available on our website at http://www.hcltech.com/socially-responsible-business.

29. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the ''Insider Trading Code'' to regulate, monitor and report trading by insiders and the ''Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information'' are in force.

30. AWARDS AND RECOGNITIONS

Your Company relentlessly pursues excellence and is delighted to receive phenomenal share of recognitions and awards this year, not only from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

- Won the coveted Indo-German Chamber of Commerce Award for "Outstanding Contribution towards the Indo-German Economic Relations, 2015". The award was given for creating a strong local presence in Germany while strengthening employment creation & competitiveness in the region.

- ITSMA''s (IT Services Marketing Association) Diamond award for "Delivering an Omnichannel Customer Experience" for corporate positioning - ''Relationship Beyond the Contract'', which has been recognized as industry''s best-in-class, driving business with thought leadership and another Diamond Award for Marketing Excellence.

- Recognized at the Asian Customer Engagement Forum (ACEF) Awards, for "Creativity in Digital Marketing" exhibited in its campaign, showcasing the impact of viral videos for building employer brand affinity amongst existing and prospective employees.

- Recognition as the fastest growing brand for the second consecutive year by the Interbrand, world''s leading brand consultancy.

- Recognized as one of the most admired corporate brands by The Economic Times (ET), in its study on the Best Corporate Brands 2015.

- Recognition as a Top Employer in the UK for ten consecutive years for its exceptional employee offerings and outstanding HR practices.

- Continuing its focus on best-in-class people practices, HCL has been awarded the Special TM Commendation Prize for "Practice of Ideapreneurship" at Asian Human Capital Awards 2015.

- 2015 Governor''s NCWorks Award of Distinction as an "Outstanding Employer" in the state of North Carolina.

- Selected as the winner of the CA Technologies Partner of the Year Awards 2015 in the category of innovation and sales teaming for its ability to drive global innovation and sales teaming in both infrastructure management and service management.

- Positioned as a Leader in the IDC MarketScape Worldwide Life Science Manufacturing and Supply Chain ITO Vendor Assessment 2015.

- Everest Group PEAK Matrix ''Service Provider of the Year Award 2016'' in two categories - ''Overall IT Services'' and ''Banking, Financial Services and Insurance (BFSI) IT''. In both these categories, the Company has been recognized as ''Star Performer of the Year''.

- Positioned among Leaders in IDC MarketScape for Worldwide Application Modernization Services for Oracle Upgrades,2016.

- Positioned in the "Winner''s Circle" for its software product engineering services capabilities by the leading analyst firm HfS in its report "HfS Blueprint Report: Software Product Engineering Services Outsourcing 2015".

- Recognized as a Leader in IDC MarketScape for Worldwide Application Modernization Services for Digital Transformation 2015 Vendor Assessment, Dec 2015.

- Recognized as an Outstanding Contributor to the VLSI/ Embedded Design Industry in the Corporate Category, by Mentor Graphics Corporation and Silicon India, at the Leadership Awards 2015.

- Positioned in the leadership zone in Zinnov''s Media & Entertainment Global Service Providers Rating for Gaming, Entertainment, Marketing & Advertising, Publishing and Information Services, 2016.

- Rated as a Leader in The Forrester Wave™: Global Workplace Services, North American Workplace Services, EMEA Workplace Services, Q4 2015 by Wolfgang Benkel and William Martorelli December 17, 2015.

- Positioned as a Leader in IDC MarketScape for Worldwide Microsoft Enterprise Applications Implementation Services, 2015.

31. SUSTAINABILITY

Your Company believes in a better tomorrow and based on this strong belief has embarked on a Sustainability 2020 programme. The Company''s continuous focus on improving all aspects of sustainability demonstrates its commitment to a sustainable tomorrow without compromising on the well-being of its employees today. To do this, the Company partners with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. Today, the Sustainability Department runs a multi-layered corporate program to drive the sustainability vision.

The ongoing success of the programme depends on a consistent and sustainable vision, ease and flexibility of implementation and most importantly Employee Engagement. At HCL, sustainability actions are a part of everyday operations. It believes that responsible investments in sustainability will generate long term value for all the stakeholders by improving competitiveness and reducing risk.

Sustainability can be created when we are able to integrate broader societal concerns into business strategy and performance as part of the Company''s business model. This common sense of ownership can be realized by incorporating the interests of all those with whom the Company has mutually dependent relationships.

The initiatives taken by the Company on sustainability are given in detail in the sustainability report for the year 2015-16 which is hosted on the website of the Company.

32. ORGANIZATION EFFECTIVENESS

The Company has further consolidated its distinctive practices during the financial year under review around the theme of design U2.0. Design U2.0 is a journey of self-discovering and development by which individuals in an organization take responsibility for optimizing their future readiness and will deliver on the four capability areas of Listen, Collaborate, Ideate and Create for the individual and organization both. Your Company is anchoring its employee experience proposition around Design U2.0.

Career & Talent Management

The Social HR framework put in place by the Company saw further recognition for Social Career Management by Brandon Hall (best advance in social talent management technology and another for best advance in leadership development) amongst many similar recognitions.

The social career and talent management platform allows employees to recast their roles as CEO of their own careers. Employees access the Company''s career architecture, understand what it takes to be selected for each opportunity and go through a job based integrated curriculum to advance their career aspirations on a social career management platform. In this social career management platform, employees can refer internal opportunities to other employees and can anonymously vote their career advice to a fellow employee.

Engagement & Culture

The Company continues to be the place where employees can listen, ideate, collaborate and create. For the 1 0th year in a row, the Company was awarded the best employer in UK by the "Top Employers Institute" for its employee engagement and Ideapreneurship culture. The Company has also won the Asian Human Capital award for the practice of Ideapreneurship by the Human Capital Leadership Institute in Singapore.

The culture of Ideapreneurship is how the Company provides its employees or ideapreneurs with the license to ideate, the tools to ideate and the recognition for ideating. This helps us as a firm to deliver a relationship beyond the contract with our customers.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 to the extent applicable to your Company, are set out in Annexure 5 to this Report.

34. DIRECTORS'' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under clause (c) of sub- section 3 of Section 134 of the Act, is annexed as Annexure 6 to this Report.

35. STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 7 to this Report.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Sl. No. Name of Director Ratio to median remuneration of employees Executive Director

1. Mr. Shiv Nadar* 214.47

Non-Executive Directors

2 Mr. Amal Ganguli 10.11

3 Mr. Keki Mistry 8.24

4. Mr. Ramanathan Srinivasan 14.16

5. Ms. Robin Ann Abrams 14.57

6. Ms. Roshni Nadar Malhotra 7.59

7. Mr. Subramanian Madhavan 9.43

8. Mr. Sudhindar Krishan Khanna 7.69

9. Dr. Sosale Shankara Sastry 11.85

10. Mr. Thomas Sieber** -

The remuneration of Non-executive Directors also includes sitting fees paid during the year

*The ratio has been calculated after taking into account the remuneration drawn from the Company as well the subsidiaries.

**He was appointed as Director during the year. Hence the said information is incomparable and not provided.

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

The current financial year of the Company is for a nine months period from July 1, 2015 to March 31, 2016. The figures for the current financial year are therefore not comparable with those of the previous year.

c. The percentage increase in the median remuneration of employees in the financial year: 6.8%

d. The number of permanent employees on the rolls of Company: There were 74,887 permanent employees on the rolls of the Company. In addition the Company has 28,504 number of employees on the rolls of its subsidiaries.

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 8.09% in India. The individual increments varied from 2.4% to 21.92%, based on individual performance.

Employees outside India received average wage increase of 2.5%. The increase in remuneration of employees in India and outside India is in line with the market trends in the respective countries. Increase in remuneration of employees reflects the individual''s and Company''s performance. The Annual Performance Bonus pay out is also linked to organization performance, apart from an individual''s performance.

f. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

(Rs. in crores)

Particulars On the basis of

Standalone Consolidated

Aggregate remuneration of Key 51.26 55.98 Managerial Personnel (KMP) in FY16

Revenue (FY16) 14,402.11 31,676.24

Remuneration of KMP as percentage 0.36 0.18 of Revenue

Profit before Tax (FY16) 5,767.61 6,969.14

Remuneration of KMP as percentage of 0.89 0.80 Profit before Tax

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars 31st March 30th June % change 2016 2015

Market Capitalisation (Rs. crore) 114,819 129,312 -11.2%

Price Earnings Ratio 30.54* 35.52 -14.0%

* EPS for FY15-16, has been annualized by multiplying EPS of 9 months ending March, 2016 with 4/3.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars 31st March 24th December 24th December % change* 2016 1999 (IPO) 1999 (IPO)*

Market Price (NSE) 814.10 580 72.5 1022.9

Market Price (BSE) 814.15 580 72.5 1023.0

* Adjusted for Stock Split (face value of Rs. 4 per share sub-divided into 2 shares of face value of Rs. 2 each in the year 2000) and adjusted for Bonus issues in the year 2007 (1:1) and 2015 (1:1).

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was 6%. There is no increase in the managerial remuneration during the year.

j. Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company:

i) On the basis of Standalone accounts

(Rs. in crores)

Mr. Shiv Nadar, Mr. Anant Gupta, Mr. Anil Chanana Mr.Manish Anand, Chairman & Chief Executive Chief Financial Company Chief Strategy Officer Officer Secretary Officer

Remuneration in 9.07 38.19 3.46 0.54 FY16

Revenue 14,402.11

Remuneration as 0.063 0.265 0.024 0.004 % of Revenue

Profit before Tax 5,767.61

Remuneration as 0.157 0.662 0.060 0.009 % of Profit before Tax

ii) On the basis of Consolidated accounts

(Rs. in crores)

Mr. Shiv Nadar, Mr. Anant Gupta, Mr. Anil Chanana Mr.Manish Anand, Chairman & Chief Executive Chief Financial Company Chief Strategy Officer Officer Secretary Officer

Remuneration in 12.60 38.19 4.66 0.54 FY16

Revenue 31,676.24

Remuneration as 0.040 0.121 0.015 0.002 % of Revenue

Profit before Tax 6,969.14

Remuneration as 0.181 0.548 0.067 0.008 % of Profit before Tax

k. The key parameters for any variable component of remuneration availed by the Directors:

The shareholders of the Company in the Annual General Meeting held on December 4, 2014 had granted their approval for payment of commission not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of the Act, to all the Non-executive Directors of the Company for a period of 5 years beginning from July 1, 2014.

The said commission is decided each year by the board of Directors and distributed amongst the Non-executive Directors based on their attendance and contribution at the Board and certain Committee meetings, as well as the time spent on operational matters other than at meetings.

l. The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

The ratio of remuneration of Mr. Shiv Nadar, the highest paid Director to that of Mr. Anant Gupta, President & Chief Executive Officer, the highest paid employee is as under:

a) On Consolidated basis: 0.33:1

b) On Standalone basis: 0.24:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

38. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A statement containing the names of the employees employed throughout the financial year and in receipt of remuneration of Rs. 60 lacs or more and employees employed for part of the year and in receipt of Rs. 5 lac or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 8 to this Report.

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns and to ensure strict compliance with ethical and legal standards across the Company. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Act and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, and are available on the website of the Company at http://www.hcltech.com/about-us/corporate-governance/ governance-policies. The details of Whistle Blower Policy forms part of the Corporate Governance Report annexed with this Report.

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention and Redressal of Sexual Harassment at Work Place Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted a committee for the redressal of all sexual harassment complaints. These matters are also being reported to the Audit Committee. The details of the Policy and the complaints are given under Corporate Governance Report and the Sustainability Report respectively.

41. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Place: Noida (U.P.), India SHIV NADAR

Date : April 28, 2016 Chairman and Chief Strategy Officer


Jun 30, 2015

Dear Shareholders,

The Directors have immense pleasure in presenting the Twenty Third Annual Report together with the audited financial statements for the year ended June 30, 2015.

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company for the year ended June 30, 2015 are as under:

(in crores) Particulars Consolidated

2015 2014

Total Income 37,840.68 32,821.06

Total Expenditure 28,723.62 24,903.73

Profit before tax 9,117.06 7,917.33

Provision for tax (1,815.11) (1,409.57)

Share of profit of associates 39.90 20.06

Share of profit of minority interest (24.78) (18.31)

Profit for the period 7,317.07 6,509.51

Balance in Statement of Profit and Loss brought forward 13,301.04 8,305.19

Transfer from debenture redemption reserve due to 500 - redemption of debentures

Amount available for appropriation 21,118.11 14,814.70 Appropriations

Dividend and Corporate dividend tax 2,824.86 813.66

Transfer to general reserve 650 600.00

Transfer to debenture redemption reserve - 100.00

Balance carried forward to the balance sheet 17,643.25 13,301.04

Particulars Standalone

2015 2014

Total Income 18,352.94 17,156.49

Total Expenditure 10,654.40 9,758.83

Profit Before tax 7,698.54 7,397.66

Provision for tax (1,352.59) (1,413.04)

Share of profit of associates - -

Share of profit of minority interest - -

Profit for the period 6,345.95 5,984.62

Balence in statement of profit and Loss brought forward 11,068.08 6,597.12

Tansfer debenture redumption reserve due to redumption of debenture 500 -

Amount available for approprition 17,914.03 12,581.74

Appropriation

Dividend and Corporate dividend tax 2,824.86 813.66

Transfer to general reserve 650 600.00

Transfer to debenture redumption reserve - 100.00

balence carried forward to the Balence Sheet 14,439.17 11,068.08

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

On a standalone basis, the Company achieved revenue of Rs. 18,352.94 crores in the financial year 2014-15 as compared to Rs. 17,156.49 crores in the financial year 2013-14, registering a growth of 6.97%. The profit for the financial year 2014-15 is Rs. 6,345.95 crores as compared to Rs. 5,984.62 crores in financial year 2013-14, registering a growth of 6.04%.

On a consolidated basis, the Company achieved revenue of Rs. 37,840.68 crores in the financial year 2014-15 as compared to Rs. 32,821.06 crores in the financial year 2013-14, registering a growth of 15.29%. The profit for the financial year 2014-15 is Rs. 7,317.07 crores as compared to Rs. 6,509.51 crores in financial year 2013-14, registering a growth of 12.41%.

The state of affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consoldiated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

3. DIVIDEND

During the year, your directors had declared and paid four interim dividends as per the details given below:

S. No. Interim dividend paid during Rate of dividend Amount of the year ended June 30, 2015 per share (face dividend paid value of 2 each)

1. 1st Interim Dividend 12 840.57

2. 2nd Interim Dividend 6 420.80

3. 3rd Interim Dividend 8 561.94

4. 4th Interim Dividend 4 562.28

Total 2,385.59

S. Interim dividend paid during Dividend No. the year ended June 30, 2015 Distribution Total Outflow tax paid by the Company (in crores)

1. 1st Interim Dividend 136.60 977.17

2. 2nd Interim Dividend 82.65 503.45

3. 3rd Interim Dividend 105.55 667.49

4. 4th Interim Dividend 114.47 676.75

Total 439.27 2,824.86

The Board of Directors in its meeting held on August 3, 2015, has declared an interim dividend of Rs. 5 per equity share of face value of Rs. 2 each for the year 2015-16. The Directors did not recommend final dividend for the year ended June 30, 2015.

4. TRANSFER TO RESERVES

For the year ended June 30, 2015, on a standalone basis, your Company has transferred Rs. 650 crores to the General Reserve Account. The balance amount of Rs. 500 crores in the Debenture Redemption Reserve Account has been transferred back to the Statement of Profit and Loss on account of redemption of debentures.

5. CHANGES IN CAPITAL STRUCTURE

Bonus Shares

During the year, 70,28,47,961 equity shares of Rs. 2 each fully paid-up were issued as Bonus shares by way of capitalization of a sum of Rs. 140,56,95,922 from the Securities Premium Account of the Company for issue of bonus shares in the proportion of one equity share for every one equity share held by the equity shareholders of the Company on the record date of March 20, 2015.

Shares allotted under Employees Stock Option Plans

During the year, the Company allotted 31,54,076 equity shares of Rs. 2 each fully paid up under its Employees Stock Option Plans.

Issued and Paid-up share capital as on June 30, 2015

As on June 30, 2015, the issued, subscribed and paid-up share capital of the Company was Rs. 2,81,19,56,836 divided into 1,40,59,78,418 equity shares of face value of Rs. 2 each.

6. DEBENTURES

During the year, the Company has redeemed the outstanding debentures worth Rs. 500 crores. The details of the debentures issued and redeemed are given below:

Date of Amount Coupon Rate Maturity Redeemed Issue (in crores) (Payable Date on quarterly)

August 25, 2009 170 7.55% August 25, 2011 August 25, 2011

August 25, 2009 330 8.20% August 25, 2012 August 25, 2012

September 10, 2009 500 8.80% September 10, 2014 September 10, 2014

The debentures were secured by way of mortgage(s) and/ or charges on the specific movable / immovable properties of the Company whether existing / future. The charges have since been released. The Company has paid the interest due on these debentures on time and nothing is payable as on date.

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, in terms of Clause 49 of the Listing Agreement, is attached and forms part of this Report.

8. SUBSIDIARIES

As on June 30, 2015, the Company has 73 subsidiaries and 3 associate companies. There has been no material change in the nature of the business of the subsidiaries.

As per the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries (which includes associate companies and joint ventures) in Form AOC-1 is attached to the financial statements of the Company.

As per the provisions of Section 136 of the Act, the financial statements of the Company, standalone and consolidated along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

During the year, the Company had incorporated the following step down subsidiaries:-

S. No. Name Country of Incorporation

1. HCL Technologies Columbia S A S Columbia

2. HCL Technologies Middle East FZ- LLC United Arab Emirates

3. HCL Technologies Italy S.p.A. Italy

4. HCL Istanbul Bilisim Teknolojileri Limited Sirketi Turkey

5. HCL Technologies Greece Single Member P.C. Greece

6. HCL Technologies, SA Venezuela

7. HCL Technologies (Beijing) Co., Ltd China

8. HCL Technologies Luxembourg S.a.r.l Luxembourg

9. HCL Technologies Egypt Ltd Egypt

10. HCL Technologies (Thailand) Limited Thailand

11. HCL Technologies Estonia OU Estonia

In addition to the above, HCL Foundation was incorporated as a wholly-owned subsidiary of the Company on December 30, 2014 under Section 8 of the Act with the sole objective of undertaking Corporate Social Responsibility activities.

The Company has entered into a Joint Venture (JV) agreement with Computer Sciences Corporation (CSC) and in terms of the said JV agreement two new companies viz., Celeriti Solutions Limited (in which the Company will hold 51% shareholding) and Celeriti Software and Services Limited (in which the Company will hold 49% shareholding) have been incorporated in UK. In terms of another JV agreement with CSC, a step-down subsidiary of the Company viz. HCL Joint Venture Holdings Inc. has been incorporated in USA.

As on June 30, 2015, the Company and its subsidiaries had 15 branches. Subsequent to June 30, 2015, the subsidiary of the Company in Dubai has set up one branch in mainland Dubai.

Axon Solutions Inc., a step down subsidiary of the Company (Axon Solutions) held 49% shares of a Joint Venture Company, Axon Puerto Rico, Inc. (JV). During the year, the entire shareholding held by Axon Solutions in the JV was sold to the Joint Venture partner for cash consideration.

Bywater Limited, a step down subsidiary of the Company which was not in operations was closed w.e.f. January 13, 2015.

HCL BPO Services (NI) Limited, a step down subsidiary of the Company, undertook restructuring of its operations. As part of this exercise, the business, assets and liabilities relating to business process outsourcing and other related IT services in Northern Ireland were sold for a cash consideration to Axon Solutions Limited, which is another step down subsidiary of the Company.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors consists of nine members, of which six are Independent Directors. The Board also comprises of two women Directors.

Pursuant to Section 149 of the Act, Mr. Amal Ganguli (DIN 00013808), Mr. Keki Mistry (DIN 00008886), Mr. Ramanathan Srinivasan (DIN 00575854), Ms. Robin Ann Abrams (DIN 00030840), Dr. Sosale Shankara Sastry (DIN 05331243) and Mr. Subramanian Madhavan (DIN 06451889) were appointed as Independent Directors of the Company in the Annual General Meeting (AGM) held on December 4, 2014.

The Independent Directors were appointed for a tenure starting from December 4, 2014 and ending on the date of AGM for the year ending March 31, 2019. However, the tenure shall not go beyond December 3, 2019. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Independent Directors have furnished the certificate of independence stating that they meet the criteria of independence as mentioned under Section 149 (6) of the Act and Clause 49 of the Listing Agreement.

Mr. Srikant Madhav Datar (DIN 01893883), Director of the Company retired at the AGM of the Company held on December 4, 2014 and it was resolved not to fill the vacancy so caused.

The appointment of Mr. Shiv Nadar as the Managing Director of the Company for a period of five years from February 1, 2012 to January 31, 2017 was approved by the shareholders of the Company under the provisions of the erstwhile Companies Act, 1956. The provisions of the Act, which became effective from April 1, 2014, required that the Managing Director who has attained the age of 70 years, during his tenure, shall continue the employment as the Managing Director only with the approval of the members of the Company by way of a special resolution. Accordingly, approval of the members was obtained for Mr. Shiv Nadar to continue as the Managing Director of the Company, beyond the age of 70 years, through special resolution passed in the AGM of the Company held on December 4, 2014.

As per the provisions of Section 152 (6) of the Act, Mr. Sudhindar Krishan Khanna (DIN 01529178) shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as the Director of the Company.

As per the provisions of Section 203 of the Act, which came into effect from April 1, 2014, your Board of Directors noted the following persons as the Key Managerial Personnel:

- Mr. Shiv Nadar, Managing Director,

- Mr. Anant Gupta, Chief Executive Officer,

- Mr. Anil Kumar Chanana, Chief Financial Officer and

- Mr. Manish Anand, Company Secretary

The Policies of the Company, in regard to: a) Policy for selection of Directors and determining Director's independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees are provided in the Corporate Governance Report forming part of this Report.

10. NUMBER OF MEETINGS OF THE BOARD

During the year, four meetings of the Board were held. The details of the meetings are provided in the Corporate Governance Report forming part of this Report.

11. FAMILIARIZATION PROGRAMME

The details of familiarization programme have been provided under the Corporate Governance Report forming part of this Report.

12. BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) of the Company approved checklists for evaluation of performance of the Board, the Committees of the Board and the individual Directors. NRC evaluated the performance of individual directors.

In terms of the provisions of the Act and Clause 49 of the Listing Agreement, the Board of Directors carried out an annual evaluation of its own performance, the performance of the Board Committees and the individual directors by using the checklists approved by NRC.

The Board also evaluated the performance of its own and of its committees on the basis of the criteria such as the composition of Board and committees, structure and composition, effectiveness of processes, information and functioning, etc.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the Chairman were evaluated.

13. AUDITORS

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of your Company in the last Annual General Meeting held on December 4, 2014 for a term of five years until the conclusion of the Twenty Seventh AGM of the Company to be held in the year 2019. As per the provisions of Section 139 of the Act, the appointment of the Statutory Auditors is required to be ratified by Members at every Annual General Meeting. Accordingly, the appointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company, shall be placed for ratification by the Members in the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the Auditors to the effect that the ratification of their appointment, if made, would be within the limits prescribed under Section 141 of the Act and that they are not disqualified to act as Auditors within the meaning of the said section.

14. AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks made by M/s S.R. Batliboi & Co. LLP, Statutory Auditors in their report for the financial year ended June 30, 2015. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, Dr. S. Chandrasekaran, Practicing Company Secretary was appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure 1 to this Report. The report is self-explanatory and does not call for any further comments.

16. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Act, the extract of the Annual Return in Form MGT-9 is enclosed as Annexure 2 to this Report.

17. DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has formulated the criteria for determining the qualifications, positive attributes and independence of directors in terms of its charter. The Company's policy on directors' remuneration pursuant to section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

18. AUDIT COMMITTEE

The Audit Committee comprises of four Independent Directors namely, Mr. Amal Ganguli, Ms. Robin Ann Abrams, Mr. Subramanian Madhavan and Mr. Keki Mistry. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

19. RISK MANAGEMENT POLICY

The Board of the Company has formed a Risk Management Committee to inter-alia assist the Board in overseeing the responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environmental risks. In addition, the Audit Committee is also empowered to oversee the areas of risks and controls.

The Company has developed and implemented a Risk Management Policy that ensures the appropriate management of risks in line with its internal systems and culture.

20. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal financial control systems are commensurate with its size and the nature of its operations. The controls are adequate for ensuring the orderly and efficient conduct of the business and these controls are working effectively. These controls have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, adherence to the Company's policies, safe-guarding of assets from unauthorized use and prevention and detection of frauds and errors.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

23. TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 in Form AOC-2 and the same forms part of this Report.

24. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) committee comprises of three members, namely Mr. Shiv Nadar, Ms. Roshni Nadar Malhotra and Mr. Subramanian Madhavan. The Committee is inter-alia responsible for formulating and monitoring the CSR Policy of the Company. A brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 4 of this Report in the form as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is available on the website of the Company.

25. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 124(5) of the Act, the dividend amounts which have remained unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 125 of the Act. The details of unpaid/unclaimed dividend that will be transferred to IEPF in subsequent years are given in the corporate governance section of the Annual Report.

26. DEPOSITS

Your Company has not accepted any deposits from public.

27. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report, in terms of Clause 49 of the Listing Agreement, along with the Statutory Auditors' certificate thereon is enclosed and forms part of this Report.

28. BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India ("SEBI") vide its circular dated August 13, 2012 has mandated inclusion of Business Responsibility Report ("BRR") as part of the Annual Report for top 100 listed companies. Pursuant to these provisions if a listed Company publishes the Sustainability Report based on internationally accepted reporting framework along with a mapping of the BRR as stated in the SEBI Circular, it would be treated as sufficient compliance of this circular.

For the financial year 2014-15, as the Company has prepared its sustainability report based on the internationally accepted reporting framework and the principles stated under the above SEBI circular have been mapped with the Sustainability Report, no separate BRR has been prepared by the Company. The Mapping and the Sustainability Report are available on our website at http://www.hcltech.com/socially-responsible-business.

29. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, the 'Insider Trading Code' to regulate, monitor and report trading by insiders and the 'Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information' are in force.

30. AWARDS AND RECOGNITIONS

Your Company relentlessly pursues excellence and is delighted to receive phenomenal share of recognitions and awards this year, not only from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

- Ranking in Forbes Asia's prestigious annual listing of the 50 best publicly traded companies in Asia-Pacific called 'Asia's Fab 50 Companies'. The Company has made it to this list for the sixth consecutive year.

- 'IT Outsourcing Project of the Year Award' by European Outsourcing Association for successful IT Transformation project for a leading multinational pharmaceutical firm.

- 'Technology Innovation Accelerated Award' at Intel Developer Forum 2014, in the "Consumer Solution" category for its Intel Galileo - based Building Automation System (BAS).

- Recognition as a Top Employer in UK for the ninth consecutive year for its best HR practices.

- Company's transformation strategy has been showcased as a case study in "Human Capital Insights-Inspiring practices for Asia, from Asia" by Human Capital Leadership Institute, a strategic Alliance between Singapore Ministry of Manpower, Singapore Economic Development Board and Singapore Management University.

- Two Gold Awards in the 'Brand Activation & Promotion' and 'Direct Response - Digital' categories at India's leading Advertising/Marketing award platform, the Abbys.

- '2015 Forrester Groundswell Award' in the category of Social Reach Marketing (B2B).

- National Outsourcing Association award for 'Outsourcing Service Provider of the Year 2014'.

- Frost & Sullivan's 2015 CIO Impact Awards in the categories Enterprise Social Networking, Mobility and Cloud Computing.

- 'TISS LeapVault CLO Gold Award 2014' under the Blended Learning Program category for Project Management Structured Effectiveness Program (PMStEP).

- Positioned as a 'Leader' in IDC MarketScape for Worldwide Cloud Professional Services 2014 Vendor Assessment.

- Recognition as life sciences IT outsourcing Leader and a Star Performer by the leading advisory and research firm, Everest Group in its PEAK Matrix Assessment 2014 report on "IT Outsourcing in Life Sciences Industry".

- Two International ECHO Awards from the Direct Marketing Association (DMA) for its "CoolestInterviewEver" campaign.

31. SUSTAINABILITY

Your Company believes in a better tomorrow and based on this strong belief has embarked on a Sustainability 2020 programme. The Company's continuous focus on improving all aspects of sustainability demonstrates its commitment to a sustainable tomorrow without compromising on the well-being of its employees today. To do this, the Company partners with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. Today, the Company's sustainability department runs a multi-layered corporate program to drive the sustainability vision.

The ongoing success of the programme depends on a consistent and sustainable vision, ease and flexibility of implementation and most importantly Employee Engagement. The sustainability actions are a part of everyday operations and the Company believes that responsible investments in sustainability will generate long term value for all the stakeholders by improving competitiveness and reducing risk.

Sustainability can be created when we are able to integrate broader societal concerns into business strategy and performance as part of the Company's business model. This common sense of ownership can be realized by incorporating the interests of all those with whom the Company has mutually dependent relationships.

The initiatives taken by the Company on sustainability are given in detail in the Sustainability Report for the year 2014-15 which is hosted on the website of the Company.

32. ORGANIZATION EFFECTIVENESS

Last year, your company's endeavor was to build a future ready organization. To engage the next generation of workforce and to help your Company find talent for opportunities seamlessly, the Company has further shaped its people practices under the umbrella of Design U2.0. Design U2.0 is a journey of self- discovering and development by which individuals in an organization take responsibility for optimizing their future readiness and will deliver on the four capability areas of Listen, Collaborate, Ideate and Create for the individual and organization both. Analytics, social collaboration, live feedback for performance, development and value creation are the areas your Company has invested in. Here are some examples of how the practices adopted by the Company have evolved and seen external recognition:

Career Management

Employees have recast their roles as CEO of their own careers. Employees access the Company's career architecture, understand what it takes to be selected for each opportunity and go through a job based integrated curriculum to advance their career aspirations on a social career management platform. The managers and unit heads themselves have come together to create reference - able career development plans to move from one job to another for the Company's employees. Plans found useful by the network are further endorsed for wide adoption. This effort by the network and for the network is a big draw for career aspirants.

In this social career management platform, employees can refer internal opportunities to other employees and can anonymously vote their career advice to a fellow employee. Business groups are already utilizing this platform to internally identify the talent pipeline for roles they have in newer areas like Digital and IOT (Internet of Things).

Corporate Executive Board, an external global research company, has selected the Company's process as a material proof of how social career management can be accomplished and is advocating it as best practice to Fortune 500 companies. People Matters and the Learning and Organization Development roundtable have recognized this as amongst the best talent management practices in Asia. The Company's employees who have authored this framework have been published in reputed management journals.

Performance Management

The Company has made the employees responsible for establishing expectations and seeking feedback at every role that is assigned. The employees have been enabled to influence their network of peers to co-own goals. This has helped enable cross functional collaboration and interlock. Employees can give and receive help on their goals by making them public and also express their likelihood of reaching their goals. This process helps the Company improve predictability of business performance by accessing real time ground level feedback. This has made feedback and expectations exchange more instantaneous and the practice itself more social. The above has been enabled on a cloud based technology platform.

Employee Engagement and Feedback

Understanding employee engagement and views on the employment experience periodically in our view is not reflective of the needs of the workforce today. Your Company's employees continue to use the Smart Survey platform created to advocate a culture of transparency by sharing views triggered at various stages of the lifecycle.

In the last financial year, your Company not only followed a monthly rhythm of measuring employee experience at each event in the employee life cycle, but also addressed this with sharp and specific actions for different talent segments at different instances of the employee experience. More employees participated in giving and receiving feedback in the annual cycle as well. This was reinforced because of the credibility of this process.

Talent Management and Leadership Development

In the 2-year flagship program through which the Company invests in leadership, 150 aspiring leaders have graduated to occupy higher responsibilities.

The Company has in place a talent risk and succession framework for key positions. This helps the Company take development and deployment decisions for individuals.

The Company assesses potential for 100% of the workforce. Every six months, the Company proactively look for high performers and acknowledge their efforts through a high differentiation of rewards and also provide them access to opportunities.

Value Creation

The Company has nurtured an atmosphere where employees are taking the lead in finding solutions and ideas and then leading them to fruition. This culture of innovation defined under Ideapreneurship which is a self-sustaining, self-inspired, innovation engine that drives the Company forward and prepare as an organization of the future. Every employee gets the opportunity to ideate, and where these everyday ideas set a new business paradigm.

Ideapreneurship puts employees at the forefront of innovation where they innovate and collaborate with each other and with customers to seed, nurture and harvest ideas. This innovation and collaboration culture has given rise to a number of platforms (seed platforms) for employees to bring about a business impact - The Value Portal, LeadGen, MAD JAM and Good Practices Conference.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 to the extent applicable to your Company, are set out in Annexure 5 to this Report.

34. DIRECTORS' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under clause (c) of sub-section 3 of section 134 of the Act, is annexed as Annexure 6 to this Report.

35. STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 7 to this Report.

36. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

S. No. Name of Director Ratio to median remuneration of employees

Executive Director

1. Mr. Shiv Nadar 302.39*

Non-Executive Directors

2. Mr. Amal Ganguli 14.22

3. Mr. Keki Mistry 11.49

4. Mr. Ramanathan Srinivasan 19.64

5. Ms. Robin Ann Abrams 20.11

6. Ms. Roshni Nadar Malhotra 10.55

7. Dr. Sosale Shankara Sastry 13.89

8. Mr. Subramanian Madhavan 13.16

9. Mr. Sudhindar Krishna Khanna 10.65

10. Mr. Srikant Madhav Datar** 6.58

The remuneration of Non-executive Directors also includes sitting fees paid during the year.

*The ratio has been calculated after taking into account the remuneration drawn from the Company as well as the subsidiaries.

**This information is not comparable as he was Director for part of the year .

b. The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

S. No. Names % increase in remuneration in the financial year Directors

1. Mr. Shiv Nadar* -

2. Mr. Amal Ganguli 84.43

3. Mr. Keki Mistry 100.00

4. Mr. Ramanathan Srinivasan 109.30

5. Ms. Robin Ann Abrams 116.86

6. Ms. Roshni Nadar Malhotra 152.17

7. Dr. Sosale Shankara Sastry 67.54

8. Mr. Subramanian Madhavan 114.20

9. Mr. Sudhindar Krishna Khanna 90.26

10. Mr. Srikant Madhav Datar** -

Key Managerial Personnel

11. Mr. Anant Gupta (Chief Executive Officer) 578.93

12. Mr. Anil Chanana* (Chief Financial Officer) 120.41

13. Mr. Manish Anand (Company Secretary) 12.82

*% increase includes remuneration from the subsidiaries.

**This information is not comparable as he was Director for part of the year.

c. The percentage increase in the median remuneration of employees in the financial year:

8.00%

d. The number of permanent employees on the rolls of Company:

There were 77,210 permanent employees on the rolls of the Company. In addition, the Company has 28,897 number of employees on the rolls of its subsidiaries.

e. The explanation on the relationship between average increase in remuneration and Company performance:

On an average, employees received an annual increase of 7.43% in India. The individual increments varied from 12.03% to 2.6%, based on individual performance.

Employees outside India received wage increase varying from 4.2% to 0.7%. The increase in remuneration of employees in India and outside India is in line with the market trends in the respective countries. Increase in remuneration of employees reflects the individual's and Company's performance. The Annual Performance Bonus pay out is also linked to organization performance, apart from an individual's performance.

f. Comparison of the remuneration of the key managerial personnel (KMP) against the performance of the Company:

(in crores) Particulars On the basis of Standalone Consolidated

Aggregate remuneration of 49.49 55.55 KMP in FY15

Revenue (FY15) 18,352.94 37,840.68

Remuneration of KMP as 0.27 0.15 percentage of Revenue

Profit before tax (FY15) 7,698.54 9,117.06

Remuneration of KMP as 0.64 0.61 percentage of Profit before tax

g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars June 30, 2015 June 30, 2014 % change

Market Capitalisation 129,312 105,007 23.15 (crore)

Price Earnings Ratio 35.52 32.64* 8.82

* Adjusted for Bonus issue in the year 2015 (1:1)

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars June 30, 2015 December 24, December 24, % change* 1999 (IPO) 1999 (IPO)*

Market Price (NSE) 919.75 580 72.5 1168.6

Market Price (BSE) 921.05 580 72.5 1170.4

* Adjusted for Stock Split (face value of Rs. 4 per share sub-divided into 2 shares of face value of Rs. 2 each in the year 2000) and adjusted for Bonus issue in the year 2007 (1:1) and 2015 (1:1).

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was 7.43%. There is no increase in the managerial remuneration during the year.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

i) On the basis of Standalone accounts

(in crores)

Mr. Shiv Nadar, Mr. Anant Gupta, Mr. Anil Chanana, Mr.Manish Anand, Chairman & Chief Executive Chief Financial Company Chief Strategy Officer Officer Secretary Officer

Remuneration in 12.15 28.66 8.14 0.54 FY15

Revenue 18,352.94

Remuneration as 0.091 1.156 0.044 0.003 % of Revenue

Profit before tax 7,698.54

Remuneration as 0.216 0.372 0.106 0.007 % of Profit before tax

k. The key parameters for any variable component of remuneration availed by the directors:

The shareholders of the Company in the Annual General Meeting held on December 4, 2014 had granted their approval for payment of commission not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of the Act, to all the Non- executive Directors of the Company for a period of 5 years beginning from July 1, 2014.

The said commission is decided each year by the Board of Directors and distributed amongst the Non-executive Directors based on their attendance and contribution at the Board and certain Committee meetings, as well as the time spent on operational matters other than at meetings.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

The ratio of remuneration of Mr. Shiv Nadar, the highest paid

Director to that of Mr. Anant Gupta, President & Chief Executive Officer, the highest paid employee is as under:

a) On Consolidated basis : 0.58:1

b) On Standalone basis : 0.42:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

38. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A statement containing the names of the employees employed throughout the financial year and in receipt of remuneration of Rs. 60 lacs or more and the employees employed for part of the year and in receipt of remuneration of Rs. 5 lacs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure 8 to this Report.

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including directors of the Company to report genuine concerns and to ensure strict compliance with ethical and legal standards across the Company. The provisions of this Policy are in line with the provisions of the section 177(9) of the Act and Clause 49 of the Listing Agreements with Stock Exchanges and are available on the website of the Company at http://www.hcltech.com/about-us/corporate-governance/ governance-policies. The details of Whistle Blower Policy forms part of the Corporate Governance Report annexed with this Report.

40. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention and Redressal of Sexual Harassment at Work Place Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted a committee for the redressal of all sexual harassment complaints. These matters are also being reported to the Audit Committee. The details of the Policy and the complaints are given under Corporate Governance Report and the Business Responsibility Report respectively.

41. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the significant contributions made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of the employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company's growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Place: Noida, U.P., India SHIV NADAR

Date : August 3, 2015 Chairman and Chief Strategy Officer


Jun 30, 2014

Dear Shareholders,

The Directors have immense pleasure in presenting this Twenty Second Annual Report together with the Audited Accounts for the year ended June 30, 2014.

FINANCIAL RESULTS

The financial results of your Company prepared for the financial year ended June 30, 2014 are summarized as under:

(Rs. in crores)

Consolidated

2014 2013

Total Income 32,821.06 25,932.17

Total Expenditure 24,903.73 20,662.28

Profit before tax 7,917.33 5,269.89

Provision for tax (1,409.57) (1,225.31)

Share of profit (loss) of associates 20.06 (0.21)

Share of profit of minority interest (18.31) (4.28)

Impact of scheme of amalgamation relating to earlier period - -

Profit for the period 6,509.51 4,040.09

Balance in Statement of Profit and Loss brought forward 8,305.19 5,390.28

Transfer from debenture redemption reserve due to redemption of debentures - 330.00

Surplus acquired under the scheme of amalgamation - -

Amount available for appropriation 14,814.70 9,760.37

Appropriations

Dividend and Corporate dividend tax 813.66 975.18

Transfer to general reserve 600.00 380.00 Transfer to debenture redemption reserve 100.00 100.00

Balance carried forward to the balance sheet 13,301.04 8,305.19

(Rs. in crores)

Standalone

2014 2013

Total Income 17,156.49 12,896.66

Total Expenditure 9,758.83 8,445.46

Profit before tax 7,397.66 4,451.20

Provision for tax (1,413.04) (840.02)

Share of profit (loss) of associates - -

Share of profit of minority interest - -

Impact of scheme of amalgamation relating to earlier period - 93.54

Profit for the period 5,984.62 3,704.72

Balance in Statement of Profit and Loss brought forward 6,597.12 3,185.77

Transfer from debenture redemption reserve due to redemption of debentures - 330.00

Surplus acquired under the scheme of amalgamation - 831.81

Amount available for appropriation 12,581.74 8,052.30

Appropriations

Dividend and Corporate dividend tax 813.66 975.18

Transfer to general reserve 600.00 380.00 Transfer to debenture redemption reserve 100.00 100.00

Balance carried forward to the balance sheet 11,068.08 6,597.12

COMPANY''S PERFORMANCE OVERVIEW

On a standalone basis, the Company achieved revenue of Rs. 17,156.49 crores in the financial year 2013-14 as compared to Rs. 12,896.66 crores in the financial year 2012-13 registering a growth of 33.03% and the profit for the financial year 2013-14 is Rs. 5,984.62 crores in comparison to Rs. 3,704.72 crores in financial year 2012-13 registering a growth of 61.54%.

On a consolidated basis, the Company achieved revenue of Rs. 32,821.06 crores in the financial year 2013-14 as compared to Rs. 25,932.17 crores in the financial year 2012-13 registering a growth of 26.57% and the profit for the financial year 2013-14 is Rs. 6,509.51 crores in comparison to Rs. 4,040.09 crores in financial year 2012-13 registering a growth of 61.12%.

DIVIDEND

During the year under review, your directors had declared and paid three interim dividends as per the details given hereunder:

Sl. Interim dividend paid during Rate of dividend Amount of No. the year ended June 30, 2014 per share dividend paid (face value of Rs. 2 each) 1. 1st Interim Dividend Rs. 2 139.66

2. 2nd Interim Dividend Rs. 4 279.63

3. 3rd Interim Dividend Rs. 4 279.79

Sl. Interim dividend paid during Dividend Distribution Total No. the year ended June 30, 2014 tax paid by the Outflow Company (Rs. in crores)

1. 1st Interim Dividend 23.73 163.39

2. 2nd Interim Dividend 41.92 321.55

3. 3rd Interim Dividend 47.55 327.34

The total amount of dividend paid for the year ended June 30, 2014 was Rs. 699.08 crores. Dividend distribution tax paid by the Company for the year amounted to Rs. 113.2 crores.

The Board of Directors in its meeting held on July 29-31, 2014 has declared an interim dividend of Rs. 12 per equity share of face value of Rs. 2 each for the financial year 2014-15.The Directors did not recommend final dividend for the year ended June 30, 2014.

TRANSFER TO RESERVES

For the year ended June 30, 2014, on a standalone basis, your Company has transferred Rs. 600 crores to the General Reserve Account. An amount of Rs. 100 crores have been transferred to the Debenture Redemption Reserve Account. As on June 30, 2014, the balance available in the Debenture Redemption Reserve Account was Rs. 500 crores for redemption of the outstanding debentures repayable on September 10, 2014.

SUBSIDIARIES

During the year under review, the Company has incorporated the following step down subsidiaries:-

Sl. Name of the Subsidiary Place of Incorporation No.

1. HCL Technologies UK Limited United Kingdom

2. HCL Technologies B.V. Netherlands

3. HCL Technologies Germany GmbH Germany

4. HCL (Ireland) Information Systems Limited Ireland

5. HCL Technologies Belgium BVBA Belgium

6. HCL Technologies Sweden AB Sweden

7. HCL Technologies Finland Oy. Finland

The Company has a Joint Venture namely State Street HCL Holdings (UK) Limited with State Street International Holdings, USA in which the Company holds 49%. The JV entity has formed a subsidiary named Street HCL Services (Philippines) Inc. in Philippines during the year.

The Company has 62 subsidiaries as on June 30, 2014. There has been no material change in the nature of the business of the subsidiaries.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the circular no. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, a general exemption has been granted to the companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company while publishing the Annual Report subject to certain conditions as mentioned in the said circular. Your Company meets all the conditions stated in the aforesaid circular and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report for the year ended June 30, 2014.

The audited consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended June 30, 2014 forms part of the Annual Report.

The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

CHANGES IN CAPITAL STRUCTURE

Issue of shares under Employees Stock Option Plans

During the year ended June 30, 2014, the Company allotted 31,06,524 equity shares of Rs. 2 each fully paid up under its Employees Stock Option Plans. This constitutes 0.44% of the total paid up share capital of the Company as on June 30, 2014. As a result of this, the issued, subscribed and paid-up share capital of the Company has increased from Rs. 139,37,39,714 to Rs. 139,99,52,762 during the year ended June 30, 2014.

DEBENTURES

During the financial year ended June 30, 2014, the Company has not redeemed any debentures.The details of the debentures issued, redeemed and outstanding are given hereunder:

Date of Amount Coupon Rate Maturity Redeemed Issue (Rs. in crores) (Payable Date on quarterly)

August August August 25, 2009 170 7.55% 25, 2011 25, 2011

August August August 25, 2009 330 8.20% 25, 2012 25, 2012

September September 10, 2009 500 8.80% 10, 2014 - A debenture trust deed in favor of IDBI Trusteeship Services Limited for the aforesaid issues was executed. The debentures are secured by way of mortgage(s) and / or charges on the specific movable / immovable properties of the Company whether existing / future. The said debentures have been listed on Wholesale Debt Segment of the National Stock Exchange of India Limited. The Company has paid the interest due on the aforesaid debentures on time and nothing is payable as on date.

CORPORATE GOVERNANCE AND MANAGEMENT''S DISCUSSION AND ANALYSIS

As per clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report titled ''Corporate Governance Report 2013-14'' alongwith the Statutory Auditor''s certificate thereon and Management''s Discussion and Analysis are attached and form part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India ("SEBI") vide its circular dated August 13, 2012 has mandated inclusion of Business Responsibility Report ("BRR") as part of the Annual Report for top 100 listed companies. Pursuant to these provisions if a listed Company publishes the sustainability report based on internationally accepted reporting framework along with a mapping of the BRR as stated in the SEBI Circular, it would be treated as sufficient compliance of the aforesaid circular.

For the financial year 2013-14, as the Company has prepared its sustainability report based on the internationally accepted reporting framework and the principles stated under the aforesaid SEBI circular have been mapped with the sustainability report, no separate report has been prepared by the Company. The Sustainability Report as well as mapping as stated above is available on our website at http:/ /www.hcltech.com/socially-responsible-business.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2011, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

DIRECTORS

Mr. Vineet Nayar (DIN 02007846) and Mr. Subroto Bhattacharya (DIN 00009524), Directors of the Company who were liable to retire by rotation in the 21st Annual General Meeting of the Company held on December 27, 2013 had expressed their unwillingness to seek re-appointment as Directors of the Company. Accordingly, Mr. Nayar and Mr. Bhattacharya were not re-appointed as Directors and it was resolved not to fill the vacancies so caused.

As per the provisions of Section 152 (6) of the Companies Act, 2013 one third of such of the directors for the time being as are liable to retire by rotation, shall retire by rotation at the ensuing Annual Gen- eral Meeting and shall be considered for re-appointment.

AUDITORS

The Statutory Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed. The Company has received a certificate from the Statutory Auditors to the effect that their appointment, if made, would be within the limits prescribed under section 141 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of the said section. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the rules framed thereunder, it is proposed to appoint M/s. S.R. Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors for a period of five years subject to ratification of their appointment by members at every Annual General Meeting.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of section 205A(5) of the Companies Act, 1956, the dividend amounts which have remain unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to section 205C of the said Act. The details of unpaid/unclaimed dividend that will be transferred to IEPF A/c in subsequent years are given in the corporate governance section of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits.

AWARDS AND RECOGNITIONS

As your Company pursues excellence relentlessly, your Company is delighted to receive phenomenal share of recognitions and awards this year, not just from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

* Prestigious CNBC-TV 18''s India Business Leader Award for ''Outstanding Company of the Year - Penultimate award in corporate excellence''.

* PHD Chamber Good Corporate Citizen Award 2013 by PHD Chamber of Commerce and Industry.

* Mr. Anant Gupta, President & CEO, HCL Technologies has received the ''2014 Women''s Empowerment Principles (WEPs) Leadership Award - 7 Principles'' for developing and implementing a comprehensive internal and external strategy based on the WEPs'' seven principles for advancing and empowering women in the workplace, marketplace and community.

* ''Best Governed Company Award'' by Asian Centre for Corporate Governance and Sustainability at the Asia Business Responsibility Summit 2014. This award is an acclaimed recognition for corporate practicing best corporate governance norms in both letter and spirit.

* ''Diamond and Gold Awards for marketing excellence'' in November 2013 by IT Services Marketing Association (ITSMA), the leading marketing association for technology, communications and professional service providers.

* ''CRY Best Employee Engagement Award'' for the most impactful employee engagement program to address Child Rights issue for its "Power of One" initiative.

* Recognition as one of Britain''s Top Employer for the eighth consecutive year for its employee friendly HR policies and practices.

* Named as a leader in innovation in the Nordic region. This accolade comes as part of a 2013 Nordic IT Outsourcing Service Provider Satisfaction and Performance Survey by KPMG.

* For the fourth consecutive year, HCL has made it to the prestigious annual ''2013 Asia''s fab 50'' list.

SUSTAINABILITY

Responsible corporate citizenship has been a part of our core values and sustainability has been the driving factor in many of our initiatives. Today, the sustainability office runs a multi-layered corporate program to drive our sustainability vision. We partner with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. We believe that responsible investments in sustainability will generate long term value for all our stakeholders by improving competitiveness and reducing risk.

In our everyday practice as a ''Responsible Business'' we focus Value- centricity and Trust through transparency.The initiative taken by the Company on sustainability are given in detail in the sustainability report for the year 2013-14 which is being hosted on the website of the Company.

ORGANIZATION''S EFFECTIVENESS

The Company sees the changing landscape and market conditions as an opportunity to build leadership in the information technology services space, through creation of robust business and people models to enhance its share of the customer wallet.

The Organization Effectiveness function is currently engaged in creating mature people models to leverage human capabilities, thereby generating higher value at the customer-employee interface, which would propel the Company into the next phase of growth globally. It includes Program First, Smart Survey and Talent Management:

Program First

Your Company focuses constantly on reassessing, refreshing and reinventing the organizational and individual capabilities so that it continues to offer a distinctive experience to its employees as well as to its customers. Your Company is on an accelerated journey to enhance the employment experience of its people and create new benchmarks.

In the same light Program FIRST (Future-ready Initiatives for Results and Smart Transformation) was initiated. Program First introduced practices that enable, empower and engage the Company ideapreneurs to drive organization to success in the future. It introduces enhancements to the career, performance, reward, talent, and learning management practices within the organization. Successful implementation and follow through of Program FIRST resulted in tighter coupling of Career, Performance, Talent and Learning Processes around a role based organization.

Smart Survey

Smart Survey is a process of collating effective, constructive and integrated feedback from the employees in an organization that is crucial to the ongoing development and growth of individuals as well as the organization. The tool is built around the 3 key pillars - self, my managers and work environment.

Talent Management

Your Company has always believed its people to be the source of value and have followed formal talent appreciation processes geared to ensure that it has the capability, both capacity and ability, to do what it has committed to do in the immediate and more medium term future. Build / Buy / Secure / Reward / Progress / Invest decisions were taken as a result of this effort. It has also used the occasion to move leaders from one service line to another.

The High Potential employees identified in Talent Reviews have been invited to participate in a rigorous development program for 6- 18 months internally called TOPGUN, now in its 5th edition. The program consists of extensive action learning, coaching and self- reflection as well as opportunities to build networks with peers and executives from across the organization. This program is already generating a healthy pipeline of leadership for the organization.

Your Company instituted the CEO club to recognize individuals who had made significant contribution to the success of the Company in a financial year. 78 Middle managers across the world and across functions were chosen for the FY-12-13 performance contribution and received a "luxury car" as a mark of recognition of their achievements. The O-infinity awards, now an annual feature recognized the top performers from the entry to manager career levels across the world through various events anchored by our leadership thanking employees and their families for making the Company successful.

IDEAPRENEURSHIP

Building the Ideapreneurship Culture Born in 2005 the Employee First Customer Second (EFCS) approach questioned the traditional top down approach and brought the spotlight back on those who created value for the organization - the employee as a catalyst of change. The way any employee creates value centricity is through the power of innovative thinking. EFCS brought the employees'' belief in change, transformation and value centricity which led them to exercise their license to ideate and take advantage of the freedom to decide and act. As a result of it, the culture of ideapreneurship emerged that supports grass-root programs which helps in value creation. Your Company has built programs and platforms that capture small but powerful ideas or grassroot innovations of employees. The continued business growth of your Company, even during the dynamic market situations, is resultant of its culture - ideapreneurship, that empowered its employees and gave them the freedom to ideate, that returned value to customers which were beyond what was the contractual ask.

Reward and Recognition

Your Company recognizes teams and individuals who have contributed to building value for clients through the power of simple ideas by ''Ideapreneur Awards''. Simultaneously, employees are co- rewarded by clients on their ideas which are rated by clients and implemented resulting in hundreds of dollars in savings for clients.

Developing Leader Involvement

Your Company has successfully brought together top leaders to contribute to the ideation process by introducing ''dollar impact of ideation on revenue'' as a key account performance measure. This has led to ideapreneurs being in focus in most internal or client reviews, thus creating leadership momentum and sponsorship to sustain the culture of ideapreneurship.

Ideapreneurship has been featured as a case study in the Cambridge University Students'' Union (CUSU) publication titled Strategies for Success.

RELATIONSHIP BEYOND THE CONTRACT

Your Company''s approach to engagement can be best described by the word ''Relationship''. When your Company signs a contract, it commits to much more than just the Statement of Work because of its belief that an engagement cannot be scripted in any contract to make it a truly worthwhile. Your Company believes in a simple thing called values. A contract can safeguard all that is within the span of control but in today''s uncertain world where business and macro environment are seeing new challenges and undergoing changes every day, your Company believes that its value of Trust, Transparency and Flexibility fuelled by its philosophy of ''Employees First'' will ensure a continued defense of its customers'' interests.

Your Company does not use contracts to save its skin. Your Company believes in taking every relationship beyond the contract by putting its own skin in the game through collaboration, applied innovation and new generation partnership models that put its customers'' interests above all. ''Relationship Beyond the Contract'' is a spirit that is alive in its Ideapreneurs who are passionate about only one thing that is making the customers'' business more efficient through everyday innovation.

TALENT DEVELOPMENT

Learning and Leadership are the most sustainable sources of competitive advantage in our industry, today. As the war for talent continues, leveraging and optimizing learning for stronger performance is the critical need of the time. In the knowledge based economy, creating a learning environment helps address talent gaps, generate ideas, and ultimately leads to an engaged workforce.

Talent Development is the learning Ecosystem of the Company that actively supports holistic employee development through a combination of Technical, Behavioral, Leadership and specialized Domain training. These learning interventions touch the employee from day one in the Company and continue through the employees'' tenure to offer holistic learning programs. Further, the programs are designed on blended delivery mode, i.e., classroom, webinars, e-learning, podcasting, e-books and projects, to create comprehensive learning opportunities for a global workforce.

There are over 25 programs for behavioral training and a long list of technical training programs available across these Academies engaging employees from freshers right up to senior leadership. These are designed to impact key business outcomes and supported by content that is, often, created in partnership with world class training organizations. The Company''s learning approach is unique, as it connects to the career road map of employees by allowing them to take charge of their individual learning needs and sharpen the desired competencies in their current and future roles.

Talent Development is also deeply engaged directly with customers to understand their training needs for teams that work on the project - to provide in time training solutions, which has been highly applauded by many of your valued clients.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 to the extent applicable to your Company, are set out in Annexure 1 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under section 217 (2AA) of the Companies Act, 1956, is annexed as Annexure 2 to this Report.

STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 3 to this Report.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

As required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in Annexure 4 to this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Place: Noida (U.P.), India SHIV NADAR Date : July 31, 2014 Chairman and Chief Strategy Officer


Jun 30, 2013

Dear Shareholders,

The Directors have pleasure in presenting this Twenty First Annual Report together with the Audited Accounts for the year ended June 30, 2013.

FINANCIAL RESULTS

The highlights of the financial results of your Company prepared for the financial year 2012-13 are tabulated below:

(Rs.in crores) Consolidated Standalone 2012-13 2011-12 2012-13 2011-12

Total Income 25,932.17 21,037.05 12,896.66 9,208.08

Total Expenditure 20,662.28 17,827.25 8,445.46 6,847.34

Profit before tax 5,269.89 3,209.80 4,451.20 2,360.74

Provision for tax (1,225.31) (782.72) (840.02) (410.32)

Share of minority interest (4.28) (4.31)

Share of loss of associates (0.21) (0.07)

Profit after tax 4,040.09 2,422.70 3,611.18 1,950.42

Impact of scheme of amalgamation relating to earlier period 93.54

Profit for the year 4,040.09 2,422.70 3,704.72 1,950.42

Balance in Profit and Loss Account brought forward 5,390.28 4,167.94 3,185.77 2,435.71

Transfer from debenture redemption reserve due to redemption of debenture 330.00 170.00 330.00 170.00 Surplus acquired under the scheme of amalgamation 831.81

Amount available for appropriation 9,760.37 6,760.64 8,052.30 4,556.13

Appropriations

Proposed final dividend [including Rs.0.30 crores 418.42 277.60 418.42 277.60

(previous year Rs.0.29 crores) paid for previous year]

Interim dividend 416.94 552.98 416.94 552.98

Corporate dividend tax [including Rs.0.05 crores 139.82 134.74 139.82 134.74

(previous year Rs.0.05 crores) paid for previous year]

Transfer to general reserve 380.00 195.04 380.00 195.04

Transfer to debenture redemption reserve 100.00 210.00 100.00 210.00

Balance carried forward to the balance sheet 8,305.19 5,390.28 6,597.12 3,185.77

TRANSFER TO RESERVES

For the year ended June 30, 2013, on a standalone basis, your Company has transferred Rs.380 crores to the General Reserve Account. An amount of Rs.100 crores has been transferred to the Debenture Redemption Reserve Account and Rs.330 crores has been transferred back to the Profit & Loss Account from the Debenture Redemption Reserve Account on account of redemption of debentures. As on June 30, 2013, the balance available in the Debenture Redemption Reserve Account is Rs.400 crores. An amount of Rs.6,597.12 crores is proposed to be carried forward in the Profit & Loss Account.

OVERVIEW

During the financial year 2012-13, on a consolidated basis, your Company''s revenues stood at Rs.25,581.06 crores registering a growth of 22.80% over the previous year.

A detailed analysis on the Company''s performance is included in the Management''s Discussion and Analysis Report titled as "Management''s Discussion and Analysis", which forms part of this Annual Report.

DIVIDENDS

Your Directors are pleased to recommend a final dividend of Rs.6/-per equity share of par value of Rs.2/- each for the financial year ended June 30, 2013, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. During the year under review, your directors had declared and paid three interim dividends as per the details given hereunder:

The total amount of dividends (including interim dividends paid) for the year ended June 30, 2013 shall be Rs.835.36 crores. Dividend distribution tax paid / payable by the Company for the year would amount to Rs.139.82 crores.

SCHEME OF AMALGAMATION

During the year under review, the Hon''ble High Court of Delhi vide its order dated April 12, 2013 has approved the Scheme of Arrangement between HCL Technologies Limited, HCL Comnet Systems & Services Limited and their respective shareholders and creditors under section 391 to 394 of the Companies Act, 1956 for amalgamation of the demerged undertaking of HCL Comnet Systems & Services Limited, a subsidiary of the Company into the Company. The said Order became effective w.e.f. May 17, 2013 being the date of filing of the said order with the Office of Registrar of Companies, NCT of Delhi & Haryana.

SUBSIDIARIES

HCL Technologies Chile SpA

In view of the new business prospects, the Company during the year has incorporated a step down subsidiary in Chile viz. HCL Technologies Chile SpA.

SUBSIDIARIES - FINANCIALS

The Company has 57 subsidiaries as on June 30, 2013. Pursuant to the circular dated February 8, 2011 issued by the Ministry of Corporate Affairs a general exemption has been granted to the companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company while publishing the Annual Report subject to certain conditions as mentioned in the said circular. Your Company meets all the conditions stated in the aforesaid circular and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report for the year ended June 30, 2013.

The consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended June 30, 2013 forms part of the Annual Report. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific requests made to it in this regard by the shareholders.

CHANGES IN CAPITAL STRUCTURE

Issue of shares under Employees Stock Option Plans

During the year ended June 30, 2013, the Company allotted 35,76,256 equity shares of Rs.2/- each fully paid up under its Employees Stock Option Plans. This constitutes 0.51% of the total paid up share capital of the Company as on June 30, 2013.

Issue of shares under the Scheme of Arrangement

During the year ended June 30, 2013, the Company allotted 10,125 equity shares of Rs.2/- each fully paid up under the Scheme of Arrangement between HCL Technologies Limited, HCL Comnet Systems & Services Limited and their respective shareholders and creditors under section 391 to 394 of the Companies Act, 1956. This constitutes 0.001% of the total paid up share capital of the Company as on June 30, 2013.

Issued and Paid-up Share Capital

As on June 30, 2013, the issued and paid-up share capital of the Company was Rs.139,37,39,714/- (previous year: Rs.138,65,66,952/-) comprising 69,68,69,857 (previous year: 69,32,83,476) equity shares of Rs.2/- each fully paid-up.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The equity shares of your Company are included in the list of specified scrips where delivery of shares in dematerialized (demat) form is compulsorily effective from July 24, 2000, if the same are traded on a stock exchange, which is linked to a depository. As of June 30, 2013, 99.93% shares were held in demat form.

DEBENTURES

During the financial year ended June 30, 2013, the Company has redeemed the debentures worth Rs.330 crores which was issued in the year 2010. The details of the debentures issued, redeemed and outstanding are given hereunder:

A debenture trust deed in favour of IDBI Trusteeship Services Limited for the aforesaid issues was executed. The debentures are secured by way of mortgage(s) and/ or charges on the specific movable / immovable properties of the Company whether existing / future. The said debentures have been listed on Wholesale Debt Segment of the National Stock Exchange of India Limited. The Company has paid the interest due on the aforesaid debentures on time and nothing is payable as on date.

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The Company has a dedicated Internal Audit team which is commensurate with the size, nature and complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of the Board which reviews and approves risk based annual internal audit plan. The Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Audit Committee reviews adherence to internal control systems, internal audit reports and legal compliances. This Committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled ''Corporate Governance Report 2012-13'', which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement with the stock exchanges is annexed with the aforesaid Corporate Governance Report.

MANAGEMENT''S DISCUSSION & ANALYSIS

The Management''s Discussion and Analysis is given separately and forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

The Securities and Exchange Board of India ("SEBI") vide its circular dated August 13, 2012 has mandated inclusion of Business Responsibility Report ("BRR") as part of the Annual Report for top 100 listed companies. Pursuant to these provisions if a listed company publishes its sustainability report under GRI framework along with a mapping of the BRR as stated in the SEBI Circular, it would be treated as sufficient compliance of the aforesaid Circular.

For the financial year 2012-13, as the Company has prepared its sustainability report based on the GRI framework and the principals stated under the aforesaid SEBI circular have been mapped with the sustainability report, no separate report has been prepared by the Company. The Sustainability Report as well as mapping as stated above is available on our website at http://www.hcltech.com/socially-responsible-business/ sustainability-desk.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vineet Nayar, Mr. Amal Ganguli and Mr. Subroto Bhattacharya shall retire by rotation as Directors of the Company at the ensuing Annual General Meeting and being eligible, have offered themselves for the reappointment as the Directors of the Company.

Mr. Subramanian Madhavan and Mr. Keki Mistry were appointed as Additional Directors of the Company w.e.f. January 15, 2013 and April 15, 2013 respectively. Pursuant to the provisions of section 260 of the Companies Act, 1956, Mr. Subramanian Madhavan and Mr. Keki Mistry hold the office till the ensuing Annual General Meeting and are eligible for appointment as the Directors of the Company.

AUDITORS

The Statutory Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed. The Audit Committee and the Board of Directors recommend the reappointment of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors for the financial year 2013-14 for shareholders'' approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of section 205A(5) of the Companies Act, 1956, the dividend amounts which have remain unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act. The details of the unpaid/unclaimed dividend that will be transferred to IEPF A/c in subsequent years are given in the corporate governance section of the annual report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits.

AWARDS AND RECOGNITIONS

As your Company pursues excellence relentlessly, your Company is delighted to receive phenomenal share of recognitions and awards this year, not just from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

- The Company has been conferred the prestigious ''ICSI National Award 2012'' for Excellence in Corporate Governance from Institute of Company Secretaries of India. This award is an acclaimed recognition for corporate practicing best corporate governance norms in both letter and spirit.

- The Company has won"Best in Show Award" for online video (branding) for its ''Employees First Effect'' video and ''Silver Award for Best Website Features'' for its corporate website www.hcltech.com at the W3 award. The W3 Awards honor outstanding websites, web advertising, web videos and mobile applications.

- The Company has won the ''NASSCOM HR Award in the ''Glocalisers''category for "successfully driving an integrated global employer brand while balancing the need for localization."

- The Company has been conferred with "Asian HR Leadership Award 2012" for ''Innovative HR Practices''. The Company won this citation for its Talent Management application ''Pulse - The Organization Health Index''. Pulse is a one stop solution to gauge and track the health index of HCL employees based on 27 behavioral traits and 5 broad parameters such as Organization Disconnect, Compensation related, Personal Problems, Career related and Disciplinary issue.

- The Company has won the ''2012 Optimas Award for Global Outlook'' in recognition of its ''Working Across Borders'', program aimed at incubating an inclusive work- culture.

- The Company has been named as a ''Market Leader'' in the report titled "Achieving Market Leadership in Engineering and R&D Services" published in Oct 2012 by Frost & Sullivan. The Company emerged as the strongest India-centric Engineering Services Outsourcing Provider in this report that was attributed to its noteworthy market performance.

- The Company has won the Prestigious ''Asia Pacific Enterprise Leadership Award ("APELA") 2013'' for Corporate Social Responsibility. The APELA award recognizes and honors the achievements of companies in the areas of sustainable development, corporate responsibility, and/or corporate social responsibility.

- The Company has been conferred the ''United Nations- Women Empowerment (UN-WEP) Leadership Award 2013'', for exceptional championship of gender equality and support for Women''s Empowerment Principles. The Company is the only India headquartered Company to make it to the Honor Roll for implementing innovative gender equality initiatives within a Company and Communities.

SUSTAINABILITY

Responsible corporate citizenship has been a part of our core values and sustainability has been the driving factor in many of our initiatives.Today, the sustainability office runs a multi-layered corporate program to drive our sustainability vision. We partner with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. We believe that responsible investments in sustainability will generate long term value for all our stakeholders by improving competitiveness and reducing risk.

In our everyday practice as a ''Responsible Business'' we focus on Value-Centricity and Trust through Transparency. The initiative taken by the Company on sustainability are given in detail in the sustainability report for the year 2012-13 which is being hosted on the website of the Company.

ORGANIZATION EFFECTIVENESS

The Company sees the changing landscape and market conditions as an opportunity to build leadership in the information technology services space, through creation of robust business and people models to enhance its share of the customer wallet.

The Organization Effectiveness function is currently engaged in creating mature people models to leverage human capabilities, thereby generating higher value at the customer-employee interface, which would propel the Company into the next phase of growth globally. It includes Program First, Smart Survey and Talent Management:

Program First

The Company focuses constantly on reassessing, refreshing and reinventing organizational and individual capabilities so that it continues to offer a distinctive experience to its employees as well as to its customers. The Company is on an accelerated journey to enhance the employment experience of its people and create new benchmarks. The commitment to this will bring new opportunities and meaning to all its employees. The beliefs, behaviors and programs reinforce a culture with an entrepreneurial history - and encourage and energize each of its employees to be recognized as an ''ideapreneur'' - making the Company world''s largest ''Ideapreneurship''!

In the same light Program FIRST (Future-ready Initiatives for Results and Smart Transformation) has been initiated. Program First introduces practices that enable, empower and engage the Company ideapreneurs to drive organization to success in the future. It introduces enhancements to the career, performance, reward, talent, and learning management practices within the organization. The objective is to make employees future-ready by enhancing the Company''s employment experience so as to enable individual and organizational growth.

Smart Survey

Smart Survey is a process of collating effective, constructive and integrated feedback from the employees in an organization that is crucial to the ongoing development and growth of individuals as well as the organization. The tool is built around the 3 key pillars - self, my managers and work environment. The outcome of each pillar will act as decision support tool for different stakeholders involved in different phases of employee''s lifecycle. It is a one stop solution to launch new surveys, monitor existing surveys, analyze data for individual surveys, and process data across multiple surveys that provides action oriented approach to deliver on the outcomes of the survey.

Talent Management

Your Company has always believed its people to be the source of value and have followed formal talent appreciation processes geared to ensure that it has the capability, both capacity and ability, to do what it has committed to do in the immediate and more medium term future. Build / Buy / Secure / Reward / Progress / Invest decisions were taken as a result of this effort.

It has also used the occasion to move leaders from one service line to another.

The High Potential employees identified in Talent Reviews have been invited to participate in a rigorous development program for 6-18 months internally called TOPGUN. The program consists of extensive action learning, coaching, and self-reflection, as well as opportunities to build networks with peers and executives from across the organization.

LEARNING AND DEVELOPMENT

The Company''s Learning & Development ("L&D") Ecosystem supports holistic employee development through a combination of Technical, Behavioral and specialized Domain training. The Company''s learning interventions are fully woven around job roles and competencies required to perform these roles successfully. Further, the programs are designed on blended delivery mode, i.e., classroom, webinars, e-learning and action projects, to allow comprehensive learning opportunity and the ability to reach a global workforce.

Behavioral learning is delivered through 3 key verticals, namely, Professional Excellence, Leadership Excellence and Sales Excellence. There are over 20 learning programs available across these verticals catering to a wide range of employees- from fresher right up to senior leadership. These are designed to impact key business outcomes and are developed with content in partnership with several world class training organizations. The Company''s learning approach is unique, as it connects to the career road map of employees by allowing them to take charge of their individual learning needs to sharpen the desired competencies in their current and future roles. With reporting managers it encourages mentoring and their development in learning plays a key role in shaping the Company''s leadership pipeline.

L&D is also deeply engaged in a unique ''customer connect'' program which attempts to bring together senior leadership of our key clients and the Company delivery teams for greater cultural alignment, thereby resulting in better working relationships and stronger bonding, which has been highly applauded by many of our valued clients.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 1 to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under section 217(2AA) of the Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000, is annexed as Annexure 2 to this Report.

STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 3 to this report.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this report.

As required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure 4 to this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company''s growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Noida (U.P.), India

SHIV NADAR

July 31, 2013 Chairman and Chief Strategy Officer


Jun 30, 2012

Dear Shareholders,

The Directors have pleasure in presenting this Twentieth Annual Report together with the Audited Accounts for the year ended June 30, 2012.

FINANCIAL RESULTS

The highlights of the financial results of your Company prepared for the financial year 2011-12 are tabulated below:

(Rs. in crores)

Consolidated Standalone

2011-12 2010-11 2011-12 2010-11

Total Revenue 21,037.05 16,030.08 9,208.08 6,960.75

Total Expenditure 17,827.25 13,894.97 6,847.34 5,670.87

Profit before tax 3,209.80 2,135.11 2,360.74 1,289.88

Provision for tax (782.72) (488.48) (410.32) (91.60)

Share of minority interest (0.07) (0.12) - -

Share of loss of associates (4.31) - - -

Profit after tax 2,422.70 1,646.51 1,950.42 1,198.28

Balance in Profit and Loss Account brought forward 4,167.94 3,535.14 2,435.71 2,260.95

Loss acquired under the scheme of amalgamation - - - (9.81)

Transfer from debenture redemption reserve due to redemption of debenture 170.00 - 170.00 -

Amount available for appropriation 6,760.64 5,181.65 4,556.13 3,449.42

Appropriations

Proposed final dividend [including Rs.0.29 crores 277.60 138.09 277.60 138.09 (previous year Rs.0.35 crores) paid for previous year]

Interim dividend 552.98 376.40 552.98 376.40

Corporate dividend tax [including Rs.0.05 crores 134.74 84.39 134.74 84.39 (previous year Rs.0.06 crores) paid for previous year]

Transfer to general reserve 195.04 119.83 195.04 119.83

Transfer to debenture redemption reserve 210.00 295.00 210.00 295.00

Balance carried forward to the balance sheet 5,390.28 4,167.94 3,185.77 2,435.71

TRANSFER TO RESERVES

During the financial year 2011-12, your Company has transferred Rs.195.04 crores to the General Reserve Account. An amount of Rs.210 crores has been transferred to the Debenture Redemption Reserve Account and Rs.170 crores has been transferred back to the profit & loss account from the debenture redemption reserve account on account of redemption of debentures. As on June 30, 2012, the balance available in the debenture redemption reserve account is Rs.630 crores. An amount of Rs.3,185.77 crores is proposed to be carried forward in the Profit & Loss Account.

OVERVIEW

During the financial year 2011-12, on a consolidated basis, the Company's revenues for the year 2011-12 stood at Rs.20,830.55 crores registering a growth of 32.42% over the previous year.

A detailed analysis on the Company's performance is included in the Management's Discussion and Analysis Report titled as "Management's Discussion and Analysis", which forms part of this Annual Report.

DIVIDENDS

Your Directors are pleased to recommend a final dividend of Rs.4/- per equity share of par value of Rs.2/- each for the financial year ended June 30, 2012, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. During the year under review, your directors had declared and paid three interim dividends as per the details given hereunder:

S. No.Interim dividend paid during Rate of dividend Amount of Dividend Distribution Total Outflow the year ended June 30, 2012 per share dividend paid tax paid by the Company (face value of (Rs./crores) Rs.2/- each)

1 1st Interim Dividend Rs. 4/-* 276.06 44.78 320.84

2 2nd Interim Dividend Rs. 2/- 138.39 22.45 160.84

3 3rd Interim Dividend Rs. 2/- 138.53 22.47 161.00

* Including onetime special Milestone dividend of Rs.2/- per equity share.

The total amount of dividends (including interim dividends paid) for the year ended June 30, 2012 shall be Rs.830.58 crores. Dividend distribution tax paid / payable by the Company for the year would amount to Rs.134.74 crores.

SUBSIDIARIES / JOINT VENTURES

Joint Venture with State Street Corporation, USA

During the year the Company entered into a joint venture with State Street Corporation, a company incorporated in USA in which your Company holds 49% stake in the joint venture company through its step down subsidiary in U.K. The operations of the said joint venture are being carried out in State street HCL Services (India) Pvt. Ltd., a company incorporated under the Companies Act, 1956.

Joint Venture with Great American Insurance Company

During the year the Company has entered into a joint venture with Great American Insurance Company (GAIC).The Joint Venture Company has been incorporated in India titled "HCL Eagle Limited" in which 92% stake is held by the Company and balance stake is held by GAIC.

Rationalisation of subsidiaries

During the year, as a part of the process of restructuring, one company in U.S. titled Capital Stream Inc. has been merged with HCL America Inc.; one company in Canada viz. HCL Technologies Canada Inc. has been merged with Axon Solutions (Canada) Inc. and the holding structure of some of the step down subsidiaries was changed. Further the business of one company in Malaysia has been transferred to the other subsidiary in Malaysia and also changed the investment company in Austria to the operational entity.

Closure of subsidiaries

- As a rationalization process your Company has undertaken the strike off of its step down subsidiary in Singapore viz. DSI Financial Solutions Pte. Limited w.e.f. April 11, 2012.

SUBSIDIARIES - FINANCIALS

The Company has 57 subsidiaries as on June 30, 2012. Pursuant to the circular dated February 8, 2011 issued by the Ministry of Corporate Affairs a general exemption has been granted to the companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company while publishing the Annual Report subject to certain conditions as mentioned in the said circular. Your Company meets all the conditions stated in the aforesaid circular and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report of the Company for the year ended June 30, 2012.

The consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended June 30, 2012 forms part of the Annual Report. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

CHANGES IN CAPITAL STRUCTURE

Issue of shares under Employees Stock Option Plans

During the year ended June 30, 2012, the Company allotted 45,94,952 equity shares of Rs.2/- each fully paid up under its Employees Stock Option Plans. This constitutes 0.66% of the total paid up share capital of the Company as on June 30, 2012.

Issued and Paid-up Share Capital

As on June 30, 2012, the issued and paid-up share capital of the Company was Rs.138,65,66,952/- (previous year: Rs.137,73,77,048/-) comprising 69,32,83,476 (previous year: 68,86,88,524) equity shares of Rs.2/- each fully paid-up.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The equity shares of your Company are included in the list of specified scrips where delivery of shares in dematerialized (demat) form is compulsorily effective from July 24, 2000, if the same are traded on a stock exchange, which is linked to a depository. As of June 30, 2012, 99.93% shares were held in demat form.

DEBENTURES

During the financial year ended June 30, 2010, the Company had issued rated, secured, taxable, redeemable non-convertible debenture(s) as per details given hereunder:

Date of Issue Amount Coupon Rate Maturity Redeemed (Rs. in crores) (Payable Date on quarterly)

August 25, 2009 170 7.55% p.a. August 25, 2011 August 25, 2011

August 25, 2009 330 8.20% p.a. August 25, 2012 -

September 10, 2009 500 8.80% p.a. September 10, 2014 -

A debenture trust deed in favour of IDBI Trusteeship Services Limited for the aforesaid issues was executed. The debentures are secured by way of mortgage(s) and/ or charges on the specific movable / immovable properties of the Company whether existing / future. The said debentures have been listed on Wholesale Debt Segment of the National Stock Exchange of India Limited. The Company has paid the interest due on the aforesaid debentures on time and nothing is payable as on date.

INTERNAL CONTROL SYSTEM

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies.

The Company has a dedicated Internal Audit team which is commensurate with the size, nature & complexity of operations of the Company. Internal Audit reports functionally to the Audit Committee of Board which reviews and approves risk based annual internal audit plan. Audit Committee periodically reviews the performance of internal audit function.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required.

The Company's audit committee reviews adherence to internal control systems, internal audit reports and legal compliances. This committee reviews all quarterly and yearly results of the Company and recommends the same to Board for its approval.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled 'Corporate Governance Report 2011-12', which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement with the stock exchanges is annexed with the aforesaid Corporate Governance Report.

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management's Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures are in force.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shiv Nadar and Ms. Robin Abrams shall retire by rotation as Directors of the Company at the ensuing Annual General Meeting and being eligible, they have offered themselves for the reappointment as the Directors of the Company.

Mr. Sudhindar Krishan Khanna was appointed as an Additional Director of the Company w.e.f. November 03, 2011. Pursuant to the provisions of section 260 of the Companies Act, 1956, Mr. Sudhindar Krishan Khanna holds the office till the ensuing Annual General Meeting and is eligible for appointment as the Director of the Company. A brief profile of Mr. Sudhindar Krishan Khanna who is proposed to be appointed as Director of the Company is given in the corporate governance section of the annual report.

Mr. Sosale Shankara Sastry and Mr. Srikant Madhav Datar were appointed as Additional Directors of the Company w.e.f. July 24, 2012. Pursuant to the provisions of section 260 of the Companies Act, 1956, Mr. Sosale Shankara Sastry and Mr. Srikant Madhav Datar holds the office till the ensuing Annual General Meeting and are eligible for appointment as the Directors of the Company. A brief profile of Mr. Sosale Shankara Sastry and Mr. Srikant Madhav Datar who are proposed to be appointed as the Directors of the Company is given in the corporate governance section of the annual report.

AUDITORS

The statutory auditors, M/s. S.R. Batliboi & Co. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed. The Audit Committee and the Board of Directors recommend the reappointment as statutory auditors of M/s. S.R. Batliboi & Co., Chartered Accountants for the financial year 2012-13 for shareholders' approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of section 205A (5) of the Companies Act, 1956, the dividend declared and paid by the Company and which have remain unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act. The details of the unpaid/unclaimed dividend that will be transferred to IEPF A/c in subsequent years are given in the corporate governance section of the annual report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits.

AWARDS AND RECOGNITIONS

As your Company pursues excellence relentlessly, your Company is delighted to receive phenomenal share of recognitions and awards this year, not just from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

- The Company has been ranked in Forbes Asia's prestigious annual listing of the 50 best publicly traded companies in 'Asia Pacific called Asia Fab 50 companies'. The Company made it to this list for the second consecutive year.

- The Company has been recognized as a leader in Gartner's Magic Quadrant for Data Center Outsourcing and Infrastructure Utility Services, North America.

- The Company bagged 4 awards at the Top Ranking Performers Awards 2011, APAC hosted by Contact Center World- the Global Association for Contact Center Best Practices & Networking. The Company won 2 Gold Medals for Best Customer Services and Best Incentive Scheme, a Silver Medal for Best Recruitment Campaign and a Bronze Medal for Best Large Contact Centre. The Company won Contact Center World's Top Ranking Performers Awards for the second consecutive year.

- The Company was felicitated with 3 prestigious recognitions at the Asia's Best Employer Brand Awards 2011, hosted jointly by World HRD Congress, Employer Branding Institute and Stars of the Industry Group. The Company won the awards under 3 categories namely 'HR Professional of the Year', 'Innovation in Recruitment' and 'Managing Health at Work'.

- The Company has been awarded the 'Excellence in Education Award' for 2011 by the Life Office Management Association, a premier Educational Institution in US, providing training and certification in Life & Annuity. This is the 7th time HCL has been bestowed with this Award - a unique feat achieved by any Indian IT Company.

- The Institute of Company Secretaries of India awarded 'Certificate of Recognition' to the Company for adopting excellent practices in Corporate Governance in the year 2011.

- The Company has been felicitated with the prestigious Nasscom Innovation Award 2012 for 'Market Facing Innovation'. The award was given in recognition of HCL's distinctive external facing business models and processes that make an effective impact on clients.

- The Company has been conferred with the prestigious Asian Human Capital Summit 2011 award by the Ministry of Manpower Singapore and INSEAD for its innovative and impactful people practices centered on it Employees First, Customer Second Philosophy.

SUSTAINABILITY

Responsible corporate citizenship has been a part of our core values and sustainability has been the driving factor in many of our initiatives. Today, the sustainability office runs a multi-layered corporate program to drive our sustainability vision. We partner with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. We believe that responsible investments in sustainability will generate long term value for all our stakeholders by improving competitiveness and reducing risk.

In our everyday practice as a 'Responsible Business' we focus Value-centricity, Trust through transparency and Employees First and employees are taking the lead in driving innovation. The initiative taken by the Company on sustainability are given in detail in the sustainability report for the year 2011-12 which is being hosted on the website of the Company.

ORGANIZATION EFFECTIVENESS

The Company sees the changing landscape and market conditions as an opportunity to build leadership in the information technology services space, through creation of robust business and people models to enhance its share of the customer wallet.

The Organization Effectiveness (OE) function is currently engaged in creating mature people models to leverage human capabilities, thereby generating higher value at the customer-employee interface, which would propel the Company into the next phase of growth globally. It would translate into improved margins, productivity and resource utilization apart from creating robust talent processes & systems.

OE has made a significant impact through rolling out role & competency framework and has integrated it with the HR and

Business processes. The function has made significant achievements in bringing sharper focus to management performance and created a pool of leaders through identification and grooming of High-Potential employees.

The role and competency framework is currently being used by about 80% of the organization in designing the right delivery structures, 100% of the organization for deployment, hiring and leadership capability building. The redesigned performance appraisal system has covered more than 35,000 employees in the organization and in the subsequent phases over the next few months all employees would be touched. OE rolled out a high potential identification and progression program at the bottom of the pyramid (Developer, Leads etc.) for 6000 employees and provides discontinuous growth opportunities to them in their careers.

There are two unique people practices that touched new highs during the year- 360 degree feedback - 360 degree feedback aims to build an organization culture that fosters the spirit of collaboration and partnership. Manager can receive feedback from everyone who falls under his/her span of influence rather than the span of control. It touched more and more employees and more managers and leaders got specific and action-able feedback for development.

EPIC (Employee Passion Indicative Count) - EPIC is a year- long initiative which begins with identifying the Top Passion Drivers of an individual through a self assessment. It also touched new highs in participation and post feedback actions. More than 70% employees and their managers participated in EPIC. The initiative epitomizes different strokes for different folks by recognizing the uniqueness of every individual. This ensures that as we scale, we do not treat employees as employee numbers and even as we scale, we remain small and familiar to every employee of the Company.

LEARNING AND DEVELOPMENT

The Company's Learning & Development ("L&D") provide integrated and comprehensive professional learning strategy focusing on development of employees aligned to the Employees First, Customers Second strategy, and driving key business outcomes.

L&D is a fully integrated function that provides professional, sales, and leadership development across Company. It offers specifically designed learning opportunities that meet the needs for the business at all stages of its life cycle.

L&D recognizes that grooming employee into globally competitive leaders requires an extensive and nurturing ecosystem. The team works closely with business leaders to develop strategies and learning solutions that meet the performance imperatives of the employees of the Company. L&D's primary responsibility is to prepare a pipeline of specialists and nurture these individuals for current and future opportunities. L&D creates and delivers role-focused learning programs and business aligned learning opportunities to strengthen business competencies thus maximizing billability. With five verticals, Leadership excellence, Performance excellence, Sales excellence, Performance consulting and Learning Centre of Excellence, L & D is able to offer its services to all in the organization.

Leaders and employees are encouraged to teach, share their experiences and to mentor employees, enriching and accelerating the pace of learning. The team uses appropriate learning methods and technologies to deliver learning to all employees globally. L&D partners with educational institutions, education providers and alliance partners to augment internal learning capabilities.

EMPLOYEES FIRST, CUSTOMERS SECOND

One small idea can ignite a revolution just as a single matchstick can start a fire. One such idea - putting Employees First and Customers Second (EFCS) - sparked a revolution in your Company.

Conventional wisdom, of course, says that companies must always put the customer first. However, EFCS is build on the belief that in any services business true value is created in the interface between the customer and the employee. So, by putting employees first, you can bring about fundamental change in the way a company delivers value to its customers and differentiates from its competitors. Through a combination of engaged employees and accountable management a company can create extraordinary value for itself and its customers.

By practicing this philosophy, our organization has changed its business model, nearly tripled its annual revenues, doubled its market capitalization, expanded its employee's base five folds and has been featured in globally renowned publications and discussed in mainstream media. Some of the unique initiatives which we practice to make EFCS a way of life are:-

- SSD (Smart Service Desk) makes the enabling functions accountable to the employees and resolve any issues that they may have within a stipulated time. The right to close or open a ticket lies with the employee and their satisfaction on the nature of the resolution made. With SLA attached to each issue raised, employees are empowered to question the enabling functions and can view/monitor the movement of their issue online.

- Directions- An annual event where the senior management along with the CEO conduct a face-to-face meeting with all the employees to discuss Company's strategy, new processes and policies and what they think should be done in the next year- i.e., together, with the employees the senior leadership charts out the directions for the Company for the next year. Around 25,000 employees were touched by 16 sessions across the globe and sessions were broadcasted to more than 50,000 employees.

- Value Portal- This online platform empowers the employee to think on innovative lines and generate value- add ideas that are in-line with the customer's business and technical engagement. The ideas across the Company are available in this central repository to enable best practice sharing.

- U&I- U&I is an online blog and discussion forum run by the CEO, each employee gets an opportunity to raise issues, share thoughts and ideas as well as debate directly with the CEO.

- MAD JAM (Make A Difference Jamboree) is focused on enhancing the culture of innovation in the organization and focuses on celebrating Transformers by recognizing them for their innovative and unique ideas. More than 20,000 HCLites engaged, 1000 innovators sent their ideas. Customer On-Boarding was chosen as the MAD IDEA 2011 and Mobility Solutions was chosen as the INNOVATOR'S MAD IDEA by the other idea teams present during the finale.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 1 included in this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under section 217(2AA) of the Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000, is annexed as Annexure 2 to this Report.

STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 3 to this report.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the report there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this report.

As required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure 4 included in this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company's growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Noida (U.P.), India SHIV NADAR

July 25, 2012 Chairman and Chief Strategy Officer


Jun 30, 2011

Dear Shareholders,

The Directors have pleasure in presenting this Nineteenth Annual Report together with the Audited Accounts for the year ended June 30, 2011.

FINANCIAL RESULTS

The highlights of the consolidated financial results of your Company and its subsidiaries prepared under Indian GAAP are as follows:

(Rs in crores)

Year ended Year ended June 30, 2011 June 30, 2010

Income

Revenues 15,730.43 12,136.29

Other income 299.65 154.12

16030.08 12,290.41

Expenditure

Cost of goods sold 522.13 443.55

Personnel Expenses 8,589.60 6,253.70

Operating and other expenses 4,163.18 3,498.48

Finance costs 160.37 204.14

Depreciation and amortization 459.69 418.11

13894.97 10,817.98

Profit before tax and minority interests 2,135.11 1,472.43

Provision for tax (488.48) (213.43)

Profit before minority interests 1,646.63 1259.00

Share of minority shareholders (0.12) 0.19

Net Profit 1,646.51 1,259.19

The highlights of financial results of your Company as a stand-alone entity prepared under Indian GAAP are as follows:

(Rs in crores)

Year ended Year ended June 30, 2011 June 30, 2010

Income

Revenues 6,794.48 5,078.76

Other income 166.27 171.77

6,960.75 5,250.53

Expenditure

Cost of goods sold 165.31 85.47

Personnel Expenses 3,259.09 2,187.66

Operating and other expenses 1,853.71 1,449.19

Finance Charges 101.39 101.36

Depreciation and amortization 291.37 274.03

5,670.87 4,097.71

Profit before tax 1,289.88 1,152.82

Provision for tax (91.60) (96.24)

Profit after tax 1,198.28 1,056.58

Balance in Profit and Loss Account brought forward 2,260.95 1,920.97

Loss acquired under the scheme of amalgamation (9.81) -

Amount available for appropriation 3,449.42 2,977.55

Appropriations

Proposed final dividend [including Rs 0.35 crores (previous year Rs 0.29 crores) paid for previous year] 138.09 68.16

Corporate dividend tax on proposed final dividend [including Rs 0.06 crores (previous year Rs 0.05 crores) paid for previous year] 22.40 11.32

Interim dividend 376.40 202.33

Corporate dividend tax on interim dividend 61.99 34.13

Transfer to general reserve 119.83 105.66

Transfer to debenture redemption reserve 295.00 295.00

Balance carried forward to the balance sheet 2,435.71 2,260.95

Total 3,449.42 2,977.55

TRANSFER TO RESERVES

Your Company has transferred Rs 119.83 crores to the General Reserve Account and Rs 295 crores to the Debenture Redemption Reserve Account for the year ended June 30, 2011. An amount of Rs 2,435.71 crores is proposed to be carried forward in the Profit & Loss Account.

OVERVIEW

During the financial year 2010-11, on a standalone basis, your Company’s revenues stood at Rs 6,794.48 crores registering a growth of 33.78% over the previous year and on a consolidated basis, the Company's revenues for the year 2010-11 stood at Rs 15,730.43 crores registering a growth of 29.61% over the previous year.

A detailed analysis on the Company's performance is included in the Management’s Discussion and Analysis Report titled as "Management’s Discussion and Analysis", which forms part of this Annual Report.

DIVIDENDS

Your Directors are pleased to recommend a final dividend of Rs 2/- per equity share of par value of Rs 2/- each for the financial year ended June 30, 2011, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. During the year under review, your Directors had declared and paid three interim dividends as per the details given hereunder:

S. No. Interim dividend paid during Rate of dividend Amount of Dividend Distribution Total Outflow the year ended June 30, 2011 per share dividend paid tax paid by the Company (face value of (Rs/crores) Rs 2/- each)

1 1st Interim Dividend Rs 1.50/- 102.34 17.00 119.34

2 2nd Interim Dividend Rs 2/- 136.91 22.74 159.65

3 3rd Interim Dividend Rs 2/- 137.15 22.25 159.40

The total amount of dividends (including interim dividends paid) for the year ended June 30, 2011 shall be Rs 514.49 crores. Dividend distribution tax paid / payable by the Company for the year would amount to Rs 84.39 crores.

SCHEME OF AMALGAMATION

During the year under review, the Hon'ble High Court of Delhi vide its order dated August 16, 2010 has approved the Scheme of Amalgamation under section 391 to 394 of the Companies Act, 1956 for amalgamation of HCL Technoparks Limited, a wholly owned subsidiary of the Company with the Company. The said Order became effective w.e.f. August 27, 2010 being the date of filing of the said order with the Office of Registrar of Companies, NCT of Delhi & Haryana.

SUBSIDIARIES FORMED DURING THE YEAR

In view of the new business prospects, the Company has incorporated following step down subsidiaries during the year:

Name of the Subsidiary Country of Incorporation

HCL Technologies France France

PT HCL Technologies Indonesia Indonesia

HCL Technologies Philippines, Inc. Philippines

HCL Arabia LLC Saudi Arabia

Anzospan Investments Pty. Limited South Africa

HCL Technologies South Africa (Proprietary) Ltd. South Africa

Filial Espanola De HCL Technoloiges S.L. Spain

SUBSIDIARIES- CLOSED DURING THE YEAR

As a rationalization process, your Company has closed down its two steps down subsidiaries viz. Aspire Solutions Sdn. Bhd., a company incorporated in Malaysia and Axon EBT Trustees Limited, a company incorporated in United Kingdom. These subsidiaries were non operative.

SUBSIDIARIES - FINANCIALS

The Company has 58 subsidiaries as on June 30, 2011. 4 subsidiaries of the Company are not required to prepare the financials as on June 30, 2011 as they have been incorporated during the current year and the first financial year of these companies shall close subsequent to June 30, 2011.

The Ministry of Corporate Affairs vide its General Circular No. 2/2011 dated February 8, 2011 has given general exemption to the companies from annexing the individual accounts of all the subsidiaries along with the audited financial statements of the Company while publishing the Annual Report subject to certain conditions as mentioned in the said circular. Your Company meets all the conditions stated in the aforesaid circular and therefore the standalone financial statements of each subsidiary are not annexed with the Annual Report for the year ended June 30, 2011.

The consolidated financial statements of the Company and its subsidiaries are attached in the Annual Report. A statement containing brief financial details of all the subsidiaries of the Company for the year ended June 30, 2011 forms part of the Annual Report. The Company would provide the annual accounts of the subsidiaries and the related detailed information to the shareholders of the Company on specific request made to it in this regard by the shareholders.

CHANGES IN CAPITAL STRUCTURE

Issue of shares under Employees Stock Option Plans

During the year ended June 30, 2011, the Company allotted 99,04,712 equity shares of Rs 2/- each fully paid up under its Employees Stock Option Plans.

Issued and Paid-up Share Capital

As on June 30, 2011, the issued and paid-up share capital of the Company was Rs 137,73,77,048/- (previous year: Rs 135,75,67,624/-) comprising 68,86,88,524 (previous year: 67,87,83,812) equity shares of Rs 2/- each fully paid-up.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The equity shares of your Company are included in the list of specified scrips where delivery of shares in dematerialized (demat) form is compulsorily effective from July 24, 2000, if the same are traded on a stock exchange, which is linked to a depository. As of June 30, 2011, 99.93% shares were held in demat form.

DEBENTURES

During 2009-10, the Company had issued rated, secured, taxable, redeemable non-convertible debenture(s) as per details given hereunder:

Date of Issue Amount Coupon Rate Maturity (Rs in crores) (Payable Period quarterly)

August 25, 2009 170 7.55% p.a. 2 years

August 25, 2009 330 8.20% p.a. 3 years

September 10, 2009 500 8.80% p.a. 5 years

A debenture trust deed in favour of IDBI Trusteeship Services Limited for the aforesaid issues was executed. The debentures are secured by way of mortgage(s) and/ or charges on the movable / immovable properties of the Company whether existing / future. The said debentures have been listed on Wholesale Debt Segment of the National Stock Exchange of India Limited. The Company has paid the interest due on the aforesaid debentures on time and nothing is payable as on date.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal control systems commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, compliance with applicable statutes and safeguarding of assets of the Company. These systems ensure that transactions are executed in accordance with specified policies and resources are deployed as per the business plans and policies.

The Company has an in-house internal audit division and the head of internal audit function reports directly to the Audit Committee to ensure independence of this function.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled ‘Corporate Governance Report 2010-11’, which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement with the stock exchanges is annexed with the aforesaid Corporate Governance Report.

MANAGEMENT'S DISCUSSION & ANALYSIS

The Management's Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of insider trading and the Code for corporate disclosures are in force.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. T. S. R. Subramanian, Mr. Ajai Chowdhry and Mr. P. C. Sen, shall retire by rotation as Directors of the Company at the ensuing Annual General Meeting of the Company. Mr. T. S. R. Subramanian, Mr. Ajai Chowdhry and Mr. P. C. Sen have expressed their desire not to seek reappointment as the Directors of the Company.

Mr. R. Srinivasan was appointed as an Additional Director of the Company w.e.f. April 19, 2011. Pursuant to the provisions of section 260 of the Companies Act, 1956, Mr. R. Srinivasan holds the office till the ensuing Annual General Meeting and is eligible for appointment as the Director of the Company.

A brief profile of Mr. R. Srinivasan who is proposed to be appointed as Director of the Company is given in the corporate governance section of the annual report.

AUDITORS

The statutory auditors, M/s. S. R. Batliboi & Co. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed. The Audit Committee and the Board of Directors recommend the reappointment as statutory auditors of M/s. S. R. Batliboi & Co., Chartered Accountants for the financial year 2011-12 for shareholders’ approval.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of section 205A (5) of the Companies Act, 1956, the dividend declared and paid by the Company and which have remain unpaid or unclaimed for a period of seven years from the date of declaration have been transferred by the Company to the Investor Education and Protection Fund ("IEPF") established by the Central Government pursuant to Section 205C of the said Act. The details of the unpaid/unclaimed dividend that will be transferred to IEPF A/c in subsequent years are given in the corporate governance section of the annual report.

GROUP

As per the intimation received from the Promoter(s), for the purposes of availing exemption from applicability of the provisions of Regulations 10 to 12 of the Securities Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, pursuant to Regulation 3(1)(e)(i) thereof, persons constituting 'Group' as defined in the Monopolies and Restrictive Trade Practices Act, 1969 include the following:

Name of the Companies/Trust

HCL Holdings Pvt. Ltd.

Guddu Investments (Pondi) Pvt. Ltd.

Vama Sundari Investments (Pondi) Pvt. Ltd.

Shiv Nadar Investments (Pondi) Pvt. Ltd.

SSN Investments (Pondi) Pvt. Ltd.

Shiv Nadar Investments (Chennai) Pvt. Ltd.

Shivkiran Investments (Chennai) Pvt. Ltd.

Vamasundari Investments (Delhi) Pvt. Ltd.

SSN Investments (Delhi) Pvt. Ltd.

Vama Sundari Investments (Chennai) Pvt. Ltd.

SSN Investments (Chennai) Pvt. Ltd.

Guddu Investments (Chennai) Pvt. Ltd.

Slocum Investments (Chennai) Pvt. Ltd.

Kiranroshni Investments (Chennai) Pvt. Ltd.

Slocum Investments (Delhi) Pvt. Ltd

Guddu Investments (Delhi) Pvt. Ltd.

Slocum Investments (Pondi) Pvt. Ltd.

KRN Education Pvt. Ltd.

Slocum Management Consultancy Pvt. Ltd.

SSN Trust

Shiv Nadar Foundation

Vama Sundari Scholarship Trust

FIXED DEPOSITS

Your Company has not accepted any fixed deposits.

AWARDS AND RECOGNITIONS

As your Company pursues excellence relentlessly, your Company is delighted to receive phenomenal share of recognitions and awards this year, not just from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

- The Company has been declared as one of Britain's Top Employers for 2011 for the fifth consecutive year by the Corporate Research Foundation Institute.

- The International Association of Outsourcing Professionals (IAOP) has named HCL a Leader in 2011.

- Global Outsourcing 100 Service Providers List, which is a comprehensive list of the World’s best outsourcing service providers.

- HCL has been felicitated with the prestigious QCI-DL Shah National Award 2011 on Economics of Quality for the second consecutive year. The Quality Council of India (QCI) and the DL Shah Trust honored HCL with its most prestigious citation - the ‘National Best of All Award’.

- The Company has won three REMMY (the Recruitment Marketing Awards) awards for 2011. These annual awards, presented by the Times Group, recognize and felicitate the creative genius behind the best advertisements in the field of recruitment marketing.

Sustainability

Responsible corporate citizenship has been a part of our core values and sustainability has been the driving factor in many of our initiatives. Today, the sustainability office runs a multi-layered corporate program to drive our sustainability vision. We partner with multiple stakeholders to form an inclusive working group to create policies, processes and other organizational measures. We believe that responsible investments in sustainability will generate long term value for all our stakeholders by improving competitiveness and reducing risk.

The first sustainability report of the Company for the year ended June 30, 2011 is being hosted on the Company’s website. This report reflects the material issues, which have significant economic, environmental and social impacts that can substantially influence the assessments or decisions of our stakeholders. These are classified under the 4 Rs - Responsible Business, Rebalance Workplace, Renew Ecosystem and Repay Society. A brief of the sustainability initiatives taken by the Company during the year are given in the corporate governance section of the annual report.

Talent Transformation and Intrapreneurship Development (T2ID)

T2ID in your Company identifies and recognizes the need to groom and develop employees for developing the future leaders. T2ID has been marked with continuous endeavors to bring all the elements of "Organizational Effectiveness" together. We are dedicatedly focused on building Capability & Culture - the real sustainable pillars for the Company to stand on. Some of the key initiatives taken during the year include:

EPIC (Employee Passion Indicative Count): EPIC is a year long initiative which begins with identifying the Top Passion Drivers of an individual through a self assessment. This year over 40,000 employees participated in EPIC assessment.

HCL Scholar: HCL Scholar is an application which offers an online certification for all employees across the organization. It is a platform to assess an employee on his understanding about the Company, the culture, business lines, industry sectors, Company's history, investors etc. It helps in promoting a culture of continuous learning and capabilities building within the organization and aims to empower the employees to present their organization well in front of the outside world.

TOP GUN - Next generation Leadership development program: This Leadership Program builds the leadership pipeline of the Company by focusing on equipping the next generation of leaders with the Company's identified leadership competencies in order to create World Class Leaders.

HCL- HARVARD Emerging Leaders Program: To groom business leaders and prepare them to drive strategic initiatives in a very dynamic business environment, your Company has launched Emerging Leaders Program which aims to create a capable and distinctive leadership culture. This is a 20-week program with the focus on five critical areas of leadership development.

iLearn: iLearn has been launched to seamless online registration and tracking of instructor led training sessions (technical and domain) and quick online feedback mechanism including collection, compilation and analysis.

EMPLOYEES FIRST, CUSTOMERS SECOND

An ideal work culture in today’s competitive environment is the one where employees have a sense of belongings and feel that their ideas/ decisions are respected and cared for. Since its inception, the Company has placed a pronounced emphasis on organizational culture. However, the biggest milestone in the peoples' transformation story began in 2005 by adopting a unique and most innovative peoples' philosophy of Employees First, Customer Second (EFCS). As we believe that employees bring strategic value to an organization and are critical to its success in the global marketplace. We realized that customers buy value from our employees who deliver services to them. So the maximum value is created at the customer-employee interface (we call it the value zone).

The EFCS philosophy is grounded, with a clear focus on developing entrepreneurial mind-set, decentralizing decision making and transferring the ownership of "change" to the employee in the value zone. The employees can meaningfully contribute to the success of the organization and customer delight through their innovation, creativity and commitment to deliver. Employees First, come to life through 4 core values of honesty, transparency, accountability and empowerment. In order to strengthen these values, many initiatives have been introduced, some of them are:

1. Smart Service Desk where employees can raise SLA-bound tickets on any internal service provider, and only employees' can close these tickets, if satisfied. This brings a culture of reverse accountability.

2. 360 Degree feedback aims to build an organization culture that fosters the spirit of collaboration and partnership. Manager can receive feedback from everyone who falls under his/her span of influence rather than the span of control. This gives every manager an opportunity to exhibit complete Trust and Transparency. It also inverts the pyramid and makes the employees a part of the development journey.

3. EPIC-Employee Passion Indicative Count is a self assessment tool, facilitating each employee to identify his/ her passion drivers so that they can utilize them to enhance their individual productivity and results.

4. Directions- A Direction is an annual event where CEO and senior leadership conducts a face-to-face meeting with all the employees to discuss the Company's strategy and direction. This event allows each employee to speak the same language and hence, with the information shared, the employee is empowered to understand how his/her individual contribution is enabling the Company.

5. U&I is an online blog and discussion forum run by the CEO. Each employee gets an opportunity to raise issues, share thoughts and ideas as well as debate directly with the CEO. Discussions take place on an open and transparent platform where the questions, concerns and comments of employees and their responses are visible to everyone.

6. Value Portal is a platform where employees working on a particular project can give ideas and suggestions to enhance value delivered to the customer. This platform promotes innovation and intrapreneurship amongst the employees and persuades them to think out of the box, thereby, indulging them in more proactive and lateral thinking.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 1 included in this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under section 217(2AA) of the Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000, is annexed as Annexure 2 to this Report.

STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details of these plans have been annexed as Annexure 3 to this report.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this report.

As required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure 4 included in this Report.

Directors' Responsibility Statement as required under Section 217(2AA) of the Companies Act, 1956 as inserted by the Companies (Amendment) Act, 2000

i) The financial statements have been prepared in accordance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the Company. There have been no material departures from prescribed accounting standards while preparing these financial statements;

ii) The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been consistently applied, except where otherwise stated. The estimates and judgments relating to the financial statements have been made on a prudent basis, in order that the financial statements reflect in a true and fair manner, the state of affairs of the Company as at June 30, 2011 and the profit of the Company for the year ended on that date;

iii) The Board of Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on the historical cost convention, as a going concern and on the accrual basis.

ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Company's growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Noida (U.P.), India SHIV NADAR

July 27, 2011 Chairman and Chief Strategy Officer


Jun 30, 2010

The Directors have pleasure in presenting this Eighteenth Annual Report together with the Audited Accounts for the year ended June 30,2010.

FINANCIAL RESULTS

The highlights of the consolidated financial results of your Company and its subsidiaries prepared under Indian GAAP are as follows:

(Rs. in crores) Year ended Year ended June 30, 2010 June 30,2009

Income

Revenues 12,136.29 10,229.41

Other income 154.12 262.20

12,290.41 10,491.61

Expenditure

Cost of goods sold 443.55 205.47

Personnel Expenses 6,253.70 5,194.38

Operating and other expenses 3,498.48 3000.06

Finance costs 204.14 112.44

Depreciation and amortization 418.11 375.47

10,817.98 8,887.82

Profit before tax and minority interests 1,472.43 1,603.79

Provision for tax (213.43) (284.34)

Profit before minority interests 1259.00 1,319.45

Share of minority shareholders 0.19 0.18

Net Profit 1,259.19 1,319.63

The highlights of financial results of your Company as a stand-alone entity prepared under Indian GAAP are as follows:

(Rs. in crores) Year ended Year ended June 30,2010 June 30,2009

Income

Revenues 5,078.76 4,675.09

Other income 171.77 265.81

5,250.53 4,940.90 Expenditure

Cost of goods sold 85.47 -

Personnel Expenses 2,187.66 1,930.22

Operating and other expenses 1,449.19 1,539.00

Finance Charges 101.36 28.09

Depreciation and amortization 274.03 251.89

4,097.71 3,749.20

Prof it before tax 1152.82 1,191.70

Provision for tax (96.24) (194.39)

Profit after tax 1,056.58 997.31

Balance in Profit and Loss Account brought forward 1,920.97 1,572.73

Amount available for appropriation 2,977.55 2,570.04

Appropriations

Proposed final dividend [including Rs. 0.29 crores (previous year Rs.0.87 crores) 68.16 67.90 paid for previous year]

Corporate dividend tax on proposed final dividend [including Rs.0.05 crores 11.32 11.54 (previous year Rs.0.15 crores) paid for previous year]

Interim dividend 202.33 401.71

Corporate dividend tax on interim dividend 34.13 68.19

Transfer to general reserve 105.66 99.73

Transfer to debenture redemption reserve295.00 --

Balance carried forward to the balance sheet 2260.95 1,920.97

Total 2,977.55 2,570.04

TRANSFER TO RESERVES

Your Company has transferred Rs. 105.66 crores to the General Reserve Account and Rs. 295 crores to the Debenture Redemption Reserve Account as at June 30, 2010. An amount of Rs. 2,260.95 crores is proposed to be carried forward in the Profit & Loss Account.

OVERVIEW

During the financial year 2009-10, on a standalone basis, your Companys revenues stood at Rs. 5,078.76 crores registering a growth of 8.63% over the previous year and on a consolidated basis, the Companys revenues for the year 2009-10 stood at Rs. 12,136.29 crores registering a growth of 18.64% over the previous year.

A detailed analysis on the Companys performance is included in the Managements Discussion and Analysis Report titled as "Managements Discussion and Analysis", which forms part of this Annual Report.

DIVIDENDS

Your directors are pleased to recommend a final dividend of Re.1 per equity share for the financial year ended June 30, 2010, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. During the year under review, your directors had declared and paid three interim dividends as per the details given hereunder:

S.No. Interim dividend paid during Rate of dividend Amount of the year ended June 30, 2010 (Per Share) dividend paid

1. 1st Interim Dividend Re. 1/- 67.19

2. 2nd Interim Dividend Re. 1/- 67.45

3. 3rd Interim Dividend Re. 1/- 67.69



Interim dividend paid during Dividend Distribution the year ended June 30, 2010 tax Total Outflow paid by the Company (Rs. in crores)

1st Interim Dividend 11.42 78.61

2nd Interim Dividend 11.46 78.91

3rd Interim Dividend 11.25 78.94

The total amount of dividends (including interim dividends paid) for the year ended June 30, 2010 shall be Rs. 270.20 crores. Dividend distribution tax paid / payable by the Company for the year would amount to Rs. 45.40 crores.

SCHEME OF AMALGAMATION

During the year under review, the Board of Directors of the Company, subject to requisite approvals, had approved the Scheme of Amalgamation ("Scheme") under section 391 to 394 of the Companies Act, 1956 for amalgamation of HCL Technoparks Limited, wholly owned subsidiary of the Company with the Company.

The Company has filed the petition before the Honble High Court of Delhi for approval of the Scheme of Amalgamation. The Scheme, if approved, shall be effective from April 1, 2009.

SUBSIDIARIES/ BRANCHES FORMED DURING THE YEAR

HCL Technologies Denmark ApS and HCL Technologies Norway AS

In view of the new business prospects of the Company, the Company has set up its step down subsidiaries in Denmark viz. HCL Technologies Denmark ApS and in Norway viz. HCL Technologies Norway AS.

During the year, your Company has also set up its branch office in U.S.A.

EXISTING SUBSIDIARIES-CLOSURE DURING THE YEAR

Your Company had acquired Axon Group Ltd. ("Axon") in 2008- 09 which is a leading U.K. based SAP consulting Company. Axon had set up subsidiaries in various countries. As a rationalization process, the applications for winding up were filed with the appropriate authorities for the two dormant entities viz. Aspire Solutions Sdn. Bhd., a company incorporated in Malaysia and Axon EBT Trustees Limited, a company incorporated in U.K. as their businesses were integrated with other entities in these countries.

SUBSIDIARIES - FINANCIALS

The Company has 56 subsidiaries as on June 30, 2010. 3 subsidiaries of the Company are not required to prepare the financials as on June 30, 2010 as they have been incorporated during the current year and the first financial year of these companies shall close subsequent to June 30, 2010.

The Company has been granted exemption under section 212 of the Companies Act, 1956 by the Ministry of Corporate Affairs from annexing the accounts and other information for its subsidiaries along with the accounts of the Company for the year ended June 30, 2010. As per the terms of the exemption letter, a statement containing brief financial details of the Companys subsidiaries for the year ended June 30, 2010 shall form part of the Annual Report.

As required under the Listing Agreement with the Stock Exchanges, consolidated financial statements of the Company and its subsidiaries are attached.

CHANGES IN CAPITAL STRUCTURE

Issue of shares under Employee Stock Option Plans

During the year ended June 30, 2010, the Company allotted 85,27,212 equity shares of Rs. 21- each fully paid up under its Employees Stock Option Plans.

Issued and Paid-up Share Capital

As on June 30, 2010, the issued and paid-up share capital of the Company was Rs. 135,75,67,624/- (previous year: Rs. 134,05,13,200/-) comprising 67,87,83,812 (previous year: 67,02,56,600) equity shares of Rs. 21- each fully paid-up.

SHARES UNDER COMPULSORY DEMATERIALIZATION

The equity shares of your Company are included in the list of specified scrips where delivery of shares in dematerialized (demat) form is compulsory effective from July 24, 2000, if the same are traded on a stock exchange , which is linked to a depository. As of June 30, 2010, 99.93% shares were held in demat form.

DEBENTURES

During the year, the Company has issued rated, secured, taxable, redeemable non-convertible debenture(s) as per details given hereunder:

Amount Coupon Rate Date of Issue (Rs. in (Payable Maturity Period crores) quarterly)

August 25, 2009 170 7.55% p.a. 2 years

August 25, 2009 330 8.20% p.a. 3 years

September 10,2009 500 8.80% p.a. 5 years

A debenture trust deed in favour of IDBI Trusteeship Services Limited for the aforesaid issues has been executed. The Debentures are secured by way of mortgage(s) and/ or charges on the movable / immovable properties of the Company whether existing / future. The said debentures have been listed on Wholesale Debt Segment of the National Stock Exchange of India Limited.

INTERNAL CONTROL SYSTEM

The Company has in place adequate internal control systems commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, compliance with applicable statutes and safeguarding of assets of the Company. These systems ensure that transactions are executed in accordance with specified policies and resources are deployed as per the business plans and policies.

The Company has an in-house internal audit division and the head of internal audit function reports directly to the Audit Committee to ensure independence of this function.

CORPORATE GOVERNANCE

The report of the Board of Directors of the Company on Corporate Governance is given as a separate section titled Corporate Governance Report 2009-10, which forms part of this Annual Report.

Certificate of the Statutory Auditors of the Company regarding compliance with the Corporate Governance requirements as stipulated in clause 49 of the Listing Agreement with the stock exchanges is annexed with the Corporate Governance Report.

MANAGEMENTS DISCUSSION AND ANALYSIS

The Managements Discussion and Analysis is given separately and forms part of this Annual Report.

INSIDERTRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the Code of Conduct for prevention of insider trading and the Code for corporate disclosures are in force.

DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Subroto Bhattacharya, Mr. Vineet Nayar and Mr. Amal Ganguli, shall retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, they have offered themselves for re-appointment.

AUDITORS

The auditors, M/s. S.R. Batliboi & Co. Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and they have confirmed their eligibility and willingness to be re-appointed.

GROUP

As per the intimation received from the Promoter(s), for the purposes of availing exemption from applicability of the provisions of Regulations 10 to 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, pursuant to Regulation 3(1) (e)(i) thereof, persons constituting Group as defined in the (Monopolies and Restrictive Trade Practices Act, 1969) include the following:

Name of the Companies/Trust

HCL Corporation Ltd.

HCL Holdings Pvt. Ltd.

Guddu Investments (Pondi) Pvt. Ltd.

Varna Sundari Investments (Pondi) Pvt. Ltd.

Shiv Nadar Investments (Pondi) Pvt. Ltd.

SSN Investments (Pondi) Pvt. Ltd.

Shiv Nadar Investments (Chennai) Pvt. Ltd.

Shivkiran Investments (Chennai) Pvt. Ltd.

Vamasundari Investments (Delhi) Pvt. Ltd.

SSN Investments (Delhi) Pvt. Ltd.

SSN Trust

Shiv Nadar Foundation

Vamasundari Scholarship Trust

FIXED DEPOSITS

Your Company has not accepted any fixed deposits.

AWARDS AND RECOGNITIONS

As your Company pursues excellence relentlessly, your Company is delighted to receive phenomenal share of recognitions and awards this year, not just from the media, but also from analysts, governing bodies, academic institutions, partners and even customers. Some of the key accolades received during the year include:

- Ranked No. 1 among the top 50 best managed global outsourcing vendors of 2009 by Brown & Wilsons Black Book of Outsourcing.

- Chosen from among more than 188 corporate entries, your Company won the prestigious Golden Peacock Innovation award for its MTaaSTM (a Business Service Management centric service delivery platform) offering in the IT Sector category.

Ranked No.1 amongst the 2009 Top Cross-Industry BPO Vendors by the Black Book of Outsourcing.

- Ranked No.1 in the traditional IT Outsourcing space by Datamonitors, Black Book of Outsourcing 2009-10.

- Ranked No. 1 in the RIMO (Remote Infrastructure Management Outsourcing) space and scores highest in 18 significant ITO criteria and 13 significant RIMO criteria surveyed.

HCL AXON rated a leader in the Forrester Wave for SAP Implementation Providers making it a serious contender across all phases of the SAP implementation life cycle.

QUALITY

Quality policy of your Company is to satisfy the customers by delivering quality products and services that meet their requirements on time, every time.

To operate the quality system in your Company, we have developed a system called Organizational Management System ("OMS") which conforms to the ISO 9001:2000 standard, CMM Ver1.1 and CMMI version 1.2, IEEE (referenced) for the design and development of software and hardware products and related services. The OMS is designed to achieve the Companys quality policy and objectives.

The OMS has been developed to keep in mind the following objectives:

Standardize engineering and management practices across all level of businesses of the Company.

To enhance productivity and effectiveness of the Companys operations and reduce the learning curve.

- Unified approach to our business acquisition and delivery methods.

Align with other common corporate initiatives like SAP, KROSS, PM Smart etc.

Quality Initiatives taken during the year:

- Six Sigma

- Earned Value Management Next Generation OMS Beyond CMMI L5

Quality Journey of HCL Technologies Ltd.:

First company to get assessed for CMMI Level 5 in Investment banking IT services provider group.

First software company to get certified for AS 9100 in India.

Organizational Management System of your Company is compliant to multiple industry and domain specific standards. It has also been enhanced for domain standards like TL 9000 and ISO 16949 and models like CMMI (Dev) V1.2 L5 and CMMI for services.

EMPLOYEES FIRST

Around five years ago, your Company initiated a unique employees focused program that places the needs of employees before that of customers. Your Company believes that employees bring strategic value to an organization and are critical to its success in the global marketplace. The future growth and competitiveness of any organization depends more than ever before on attracting the best talent and engaging and empowering them to achieve their own, and the organizations goals. Your Company always believes that happy and passionate employees offer better value in engagements and directly impact customer satisfaction.

Towards this, your Company practices Employees First - the first of its kind of articulation, which is at the core of our efforts to

provide our employees a work environment and culture that they can take pride in. Employees First is our means of getting into the very core of the individual and decoding their individuality and diversity, unleashing their potential and equipping them with the necessary tools to enhance the value zone.

We believe that the maximum value is created at the employee- customer interface. Therefore we empower our employees to generate delight for our customers, every step of the way. The 5 core values of Employees First are Honesty, Transparency, Accountability, Individuality and Collaboration. In order to strengthen these values, many initiatives have been introduced by your Company. Some key initiatives are:

- Smart Service Desk, where employees can raise SLA- bound tickets on any internal service provider, and only employees can close these tickets, if satisfied. This brings in a culture of reverse accountability.

- CEO Connect through U&l, where the CEO is personally available online to every employee, tours every location and holds interactive discussions complemented by a fully functional blog. This infuses a culture of transparency and open communication between the CEO and the employee.

- Open 360 Degree Feedback, where employees can rate their managers, even the CEO, and the feedback/rating is made public across the organization. This inverts the pyramid and makes the employee a part of the development journey of the manager and also the CEO.

- Talent Transformation is designed to build behavior based competencies in individuals.

- Employees First Academy, comprising three levels: Employees First Lifestyle, Employees First Leadership, and Harvard Emerging Leader Program, to initiate and nurture effective leaders.

- Directions, an annual event where the CEO and senior management conduct a face-to-face meeting with all employees to discuss the Companys strategy and direction. It is a mirror, mirror exercise between the employees and senior management.

Employees First, Customers Second: Mr. Vineet Nayar, CEO and Whole-time Director of the Company has written a book on his innovative concept of Employees First, Customers Second (EFCS). Employees First, Customers Second is a book published by Harvard Press. Admired by many global thought leaders viz. Mr. Tom Peters, Mr. Tony Hsieh, Mr. Gary Hamel, Ms. Judy McGrath, Mr. Ram Charan, and Mr. Victor K. Fung.

The Book got rave reviews from Fortune, CIO Insight, Economist, Washington Post, Sunday Times, Hindu, FOX Business, CNBC Europe, Bloomberg Radio Surveillance and many others.

Talent Transformation and Intrapreneurship Development (T2ID)

T2ID in your Company identifies and recognizes the need to groom and develop employees for developing the future leaders. T2ID rolls out a series of end to end programs that would continuously enhance the value that an employee adds to the Company. In your Company, employees are not just one of the assets but THE Assets. The quintessential "Customer is King" has been replaced by "Employees First"; the bottom line being, if the employee is satisfied, happy and skilled, then only will he/she be able to serve his customer better so that they in turn bring value-add to their clients.

Key Initiatives of T2ID

TOP GUN - Next generation Leadership development program— This Leadership Program builds the leadership pipeline of the Company by focusing on equipping the next generation of leaders with the Companys identified leadership competencies in order to create World Class Leaders.

HCL-HARVARD Emerging Leaders Program— To groom business leaders and prepare them to drive strategic initiatives in a very dynamic business environment, your Company has launched Emerging Leaders Program which aims to create a capable and distinctive leadership culture. This is a 20-week program with the focus on five critical areas of leadership development.

Employee Passion Indicative Count (EPIC)— EPIC is a self assessment tool which aims to measure Top 5 Passion Indicators of an employee that drive him to do his day to day work. During the year, 25,100 employees participated in the EPIC assessment and found out their passion drivers.

Good Practices Conferences— Good Practices is an initiative from delivery excellence for systematic collation, evaluation, sharing and adoption of good practices across the Company. Good Practices Conference 2010 is a platform for individuals/ teams to share their good practices as well as lessons learnt from failures.

Learn— iLearn has been launched to seamless online registration and tracking of instructor led training sessions (technical and domain) and quick online feedback mechanism including collection, compilation and analysis.

HCL Scholar— It is a knowledge enhancement program aimed at providing a structured and robust platform to assess employees of the Company on their understanding about the Company and their respective areas of operation. It aims at promoting a culture of continuous learning and capabilities building within the Company.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT.TECHNOLOGYABSORPTION.FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure 1 included in this Report.

DIRECTORS RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with the financial accounting and reporting requirements in respect of the financial statements, as specified under section 217(2AA) of the Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000, is annexed as Annexure 2 to this Report.

STOCK OPTIONS PLANS

1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option Plan

The details on these plans have been annexed as Annexure 3 to this report.

DISCLOSURES UNDERSECTION2I70FTHECOMPANIES ACT, 1956

Except, as disclosed elsewhere in the report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this report.

As required under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of employees are set out in the Annexure 4 included in this Report.

ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation to the contribution made by the employees of the Company and its subsidiaries during the year under review. The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors thank the customers, clients, vendors and other business associates for their continued support in the Companys growth. The Directors also wish to thank the Government Authorities, Financial Institutions and Shareholders for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors

Noida (U.P.), India SHIV NADAR

July 29, 2010 Chairman and Chief Strategy Officer

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