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Daily Report
HCL Technologies Ltd.
June 2015


Dear Shareholders,

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


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 ^ 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.


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.


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.


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 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.


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


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.

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.


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.


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.


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


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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


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 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.


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.


Your Company has not accepted any deposits from public.


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.


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>.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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


Chairman and Chief Strategy Officer

Place: Noida, U.P., India

Date: August 3, 2015

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