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HCL Infosystems Ltd.

BSE: 500179 Sector: Consumer
NSE: HCL-INSYS ISIN Code: INE236A01020
BSE LIVE 15:45 | 22 Aug 47.10 4.05
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NSE 15:53 | 22 Aug 47.00 4.10
(9.56%)
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49.50

HIGH

50.65

LOW

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OPEN 48.90
PREVIOUS CLOSE 43.05
VOLUME 1864036
52-Week high 64.85
52-Week low 39.20
P/E
Mkt Cap.(Rs cr) 1,050
Buy Price 47.10
Buy Qty 6915.00
Sell Price 0.00
Sell Qty 0.00
OPEN 48.90
CLOSE 43.05
VOLUME 1864036
52-Week high 64.85
52-Week low 39.20
P/E
Mkt Cap.(Rs cr) 1,050
Buy Price 47.10
Buy Qty 6915.00
Sell Price 0.00
Sell Qty 0.00

HCL Infosystems Ltd. (HCL-INSYS) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their Thirtieth Annual Report together withthe Audited Accounts for the financial year ended (9 months) 31st March 2016.

Financial Highlights

Particulars

Consolidated

Standalone

2015-16 2014-15 2015-16 2014-15
(9 Months) (9 Months)
Net Sales and other income 3775.43 6284.40 2612.95 4456.73
Profit before exceptional items Interest Depreciation and Tax (35.27) (7.84) 103.45 176.74
Finance Charges 118.67 142.78 79.73 96.74
Depreciation and Amortization 31.98 51.90 4.12 6.87
Exceptional Items (67.22) 28.94 (228.68) (139.34)
Profit before Tax (253.14) (173.58) (209.08) (66.21)
Provision for Taxation: Current 1.56 5.50 1.19 4.68
Deferred Tax Expenses / (Credit) (0.26) 5.62 - -
Net Profit after Tax (Before Minority Interest) (254.44) (184.70) (210.27) (70.89)
Net Profit after Tax (After Minority Interest) (254.44) (184.70) - -
Profit available for appropriation 8.79 263.23 246.34 456.61
Appropriations
Debenture Redemption Reserve - - - -
Interim Dividend - - - -
Proposed Dividend - - - -
Tax on Dividend (including Interim Dividend) - - - -
Transfer to General Reserve - - - -
Balance of Profit carried forward to next year 8.79 263.23 246.34 456.61

Performance

In pursuance to the requirement of Section 2(41) of the Companies Act 2013 theCompany has changed its current financial year to end on 31st March 2016.Accordingly the current financial year is for 9 (nine) months period from 1stJuly 2015 to 31st March 2016. Hence the figures for the current financialyear (9 months) are not comparable with the figures of the previous year (12 months).

The consolidated net revenue of the Company for the 9 months period ended 31stMarch 2016 was Rs 3775.43 Crores as against Rs 6284.40 Crores in the previous year. Theconsolidated loss before tax for the 9 months ended 31st March 2016 was Rs253.14 Crores as against Rs 173.58 Crores in the previous year. The net revenue onstandalone basis for the 9 months ended 31st March 2016 was Rs 2612.95 Croresas against Rs 4456.73 Crores in the previous year. The loss before tax for the 9 monthsended 31st March 2016 was Rs 209.08 Crores as against Rs 66.21 Crores in theprevious year.

Your Board of Directors do not recommend any dividend for the year under review.

Operations

A detailed analysis and insight into the financial performance and operations of yourCompany for the year ended 31st March 2016 (9 months) is appearing in theManagement Discussion and Analysis forming part of the Annual Report.

There is no change in the authorized share capital of the Company.

Awards & Recognition

Your Company won Best Achievement of Integrating Lean and Six Sigma - 2015 at the GlobalAwards for Excellence in Quality Management & Leadership organized by WorldQuality Congress. Your Company was recognized for its contribution in different areasof Lean and Six Sigma such as Policies Practices Culture Employee Involvement CustomerInvolvement Services and Benefits.

HCL Services Ltd. a subsidiary of your Company bagged the following awards this year:

• The Care Services business division of HCL Services Ltd. won the Retailer ofthe Year in Mobile and

Telecom Services Category at the 6th CMO Asia Retail ExcellenceAwards. HCL Care Services was awarded for providing excellent end-to-end supportservices for various IT Telecom and Consumer Electronics products across locations inIndia.

• The Care Services business division of HCL Services won the CMO AsiaMarketing Excellence Award for Marketing Excellence in Retail and Telecom Services Sector atthe Global Marketing Excellence Awards organized by CMO Asia and World Marketing Congress.HCL Care Services was awarded for providing excellent end-to-end support services forvarious product categories across locations in India.

HCL Infotech Ltd. a subsidiary of your Company was felicitated at the 11thElets Annual eINDIA Summit 2015 for creating World Class IT Infrastructure transforminge-Governance in Madhya Pradesh.

HCL Learning Ltd. a subsidiary of your Company bagged a special honor for itsflagship product - DigiSchool - at the India Didactics Association (IDA) Awards 2015. HCLLearning was felicitated with this award for excellence in product/ solution in K-12education.

Employee Stock Option Plan

Employee Stock Option Scheme 2000

Pursuant to the approval of the Shareholders at an ExtraOrdinary General Meeting heldon 25th February 2000 for grant of options to the employees of the Company andits subsidiaries (the Scheme 2000) the Board of Directors had approved the grant of3190200 options including the options that had lapsed out of each grant. Each optionconfers on the employee a right for five equity shares of Rs 2/- each.

During the year under review the Company had allotted 15000 equity shares of Rs 2/-each under the Scheme 2000.

Employee Stock Based Compensation Plan 2005

Pursuant to the approval of Shareholders of the Company through a Postal Ballot theresult whereof was declared on 13th June 2005 the Board of Directors hadgranted 3335487 options including the options that had lapsed out of each grant underthe Employee Stock Based Compensation Plan 2005 (the Plan 2005). Each option confers onthe employee a right for five equity shares of Rs 2/- each at the market price asspecified in the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines 1999 on the date of grant.

Credit Rating

The Credit rating by ICRA continued at 'A1' indicating the very strong degree ofsafety regarding timely payment of financial obligations to the Company's Commercial Paperprogram of Rs 300 crores.

The current long term rating assigned by India rating to the Company is 'A-'indicating adequate degree of safety regarding timely servicing of financial obligations.

Fixed Deposits

Your Company has not accepted/renewed any deposits from the public during the year andthere were no fixed deposits outstanding either at the beginning or at the end of the year

Listing

The equity shares of your Company are listed at the BSE Limited Mumbai (BSE) andNational Stock Exchange of India Limited Mumbai (NSE).

Stock Exchange where HCL Infosystems Scrip Symbol /
Ltd. shares are listed Code
National Stock Exchange of India Ltd. (NSE) HCL-INSYS
BSE Ltd. (BSE) 500179

The Company has paid the listing fee for the year 2016-2017 to BSE and NSE.

Directors and Key Managerial Personnel (KMP)

There has been no change in the Board of Directors during the period under review.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Pawan Kumar Danwar retires from office by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointment.A brief resume details of expertise and other directorships/committee memberships held bythe above Director form part of the Notice convening the Thirtieth Annual GeneralMeeting.

Committees of Board

Currently the Board has 6 (Six) Committees: Accounts and Audit Committee Nomination& Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility (CSR) Committee Finance Committee and Technology Committee. A detailednote on Committees is provided in the Corporate Governance Report.

Board and Committees Evaluation

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a formalannual performance evaluation has been done by the Board of its own performance theDirectors individually as well as the evaluation of its Committees.

For evaluation an online live Board Evaluation Tool was made accessible to all theDirectors to give their feedback on the various parameters to access the performance ofthe Board its Committees and the individual Directors including Independent Director. Thefeedback received from the Directors was used in evaluating the performance.

Independent Directors in their separate meeting have reviewed the performance ofNon-Independent Directors and the Board as a whole. They also reviewed the performance ofthe Chairperson of the Company.

Criteria/Policy on Appointment and Remuneration

The Board has on the recommendation of the Nomination & Remuneration Committee(NRC) framed a criteria for appointment of Directors Key Managerial Personnel/SeniorManagement. The Board has also adopted a remuneration policy for Directors Key ManagerialPersonnel/ Senior Management and other employees. The criteria/policy on appointment andremuneration Policy are stated in the Corporate Governance Report.

Board Meetings

During the financial year 2015-16 Seven Board Meetings were held and the gap betweentwo meetings did not exceed one hundred and twenty days. The details of Board Meetingsheld are stated in the Corporate Governance Report.

Corporate Social Responsibility (CSR)

A report on Corporate Social Responsibility (CSR) is attached as Annexure to thisReport. The policy can be accessed on the website of the Company.

Corporate Governance Report and Management Discussion and Analysis Statement

The Corporate Governance Report and the Management Discussion and Analysis Statementare attached and are to be read with the Directors' Report.

Insider Trading Regulations

As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations2015 the 'Code of Conduct for Internal Procedures and to Regulate Monitor and ReportTrading By Insiders' and the 'Code of Fair Disclosure' were adopted w.e.f. 15thMay 2015.

Directors' Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) of the Companies Act 2013 and basedon the representations received from the operating management the Directors herebyconfirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Particulars of Employees and related disclosures

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non-Executive Directors Ratio to median remuneration Remuneration

(?)

Dr. Nikhil Sinha - -
Mr. V.N. Koura - -
Dr. Pradeep Kumar Khosla 2.57 525000
Ms. Sangeeta Talwar 8.82 1800000
Mr. Kaushik Dutta

7.72

1575000

Mr. Dhirendra Singh 8.45 1725000
Mr. Pawan Kumar Danwar - -
Mr. Dilip Kumar Srivastava - -
Mr. Sanjeev Sharma 2.94 600000
Ms. Ritu Arora - -

 

Executive Directors Ratio to median remuneration Remuneration
Mr. Premkumar Seshadri - -

Note:

1. No sitting fees is paid to Executive Director and NonIndependent Director.

(b) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Mr. Premkumar Seshadri Executive Vice Chairman & Managing Director is not paid anyremuneration by the Company.

No remuneration other than sitting fee was paid to NonExecutive and IndependentDirectors which continued to be paid @ Rs 75000/- per Board/ Board Committee Meeting aspaid during the year 2014-15.

Ms. Ritu Arora has waived receipt of any sitting fees.

(c) The percentage increase in the median remuneration of employees in the financialyear:

The percentage increase in the median remuneration of the employees in the financialyear was 4.2%.

(d) The number of permanent employees on the rolls of Company:

The number of permanent employees on rolls of the Company at the end of the financialyear were 4955.

(e) The explanation on the relationship between average increase in remuneration andCompany performance:

On an average employees received an annual increase of 7.2% in India. The individualincrements varied from 3% to 12% based on individual performance.

Employees outside India received wage increase varying from 3% to 4%. In order toensure that remuneration reflects Company performance the performance pay is also linkedto organization performance apart from an individual's performance.

(f) Comparison of the remuneration of the key managerial personnel against theperformance of the Company:

Aggregate remuneration of Key 1.72
managerial personnel (KMP) in FY16
(' crores)
Revenue (' crores) 2612.95
Remuneration of KMPs (as % of 0.066
revenue)
Profit before tax (PBT) (' crores) (209.08)
Remuneration of KMP (as % of PBT) NA (in the
view of loss)

(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Market Capitalisation

(in crores)

% Change

31s' March 30th June
2016 2015
NSE 966.36 757.88 27.51
BSE 965.24 758.99 27.17

 

Price

Earning

Ratio

NA as the Company incurred losses during the year ended 31st March 2016

(h) Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Not applicable the Company has not made any public offer

(i) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

- The Average Annual increase in India was around 7.2% and outside India was 3% to 4%

- Not Applicable for managerial remuneration as no remuneration is paid to theManaging Director by the Company

(j) Comparison of each remuneration of the Key

Managerial Personnel against the performance of the Company:

Mr. Premkumar Seshadri Mr. S.G. Murali Mr. Sushil Kumar Jain
Remuneration in FY16 (' crores)

-

1.42

0.30

Revenue (' crores) 2612.95
Remuneration as % of revenue - 0.054 0.012
Profit before Tax (PBT) (' crores) (209.08)
Remuneration (as % of PBT)

NA as the Company incurred losses during the year ended 31st March 2016

(k) The key parameters for any variable component of remuneration availed by theDirectors:

The Company has not paid any Commission to its NonExecutive Directors during the yearunder review.

(l) The ratio of the remuneration of the highest paid Director to that of the employeeswho are not Directors but receive remuneration in excess of the highest paid directorduring the year:

Not applicable as no remuneration is paid to any Director except the sitting feeswhich is paid only to the Non-Executive and Independent Director.

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

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

Annual Report is being sent to the members of the Company excluding the informationunder Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Any member interested in obtaining the said information may writeto the Company Secretary at the registered office of the Company.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

Related Party Transactions

All the related party transactions were in the ordinary course of business and at arm'slength. The Audit Committee has approved all related party transactions under theprovisions of section 188 of the Companies Act 2013 and other applicable sections of theCompanies Act 2013 read with relevant rules for the financial year 2015-16. The Companyhad not entered into any contract/ arrangement/ transaction with related parties whichcould be considered material in accordance with the policy of the Company on materialityof related party transactions.

Policy on dealing with related party transactions is available on the website of theCompany. http://www.hclinfosystems.in/sites/default/files/Policy on Related party transactions. pdf

Internal Control Systems

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013 andRegulation 22 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 a Vigil Mechanism/ Whistle Blower Policy forDirectors and employee to report concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The said Policy isposted on the website of the Company and can be assessed at http://www.hclinfosystems.in/sites/default/files/Whistleblower_Policy_2016.pdf

Policy against Sexual Harassment

The organization endeavors to ensure a safe protected and congenial work environmentwhere employees shall deliver their best without any inhibition threat or fear. Hencethe prevention of sexual harassment at workplace policy has been evolved.

The Company has put in place a 'Policy on Prevention and Redressal of Sexual Harassmentat Workplace' under the name of "With You". As per the policy any employee mayreport his/her complaint to the supervisor or HR representative or member of the Committeeor to the with you email-id 'withyou@hcl' in writing as mentioned.

The Committee would then investigate and submit its report within 45 working days. Weaffirm that adequate access was provided to any complainant who wished to register acomplaint under the policy during the year.

Risk Management Policy

The Board of the Company has adopted a risk management policy for reviewing the riskmanagement plan and ensuring its effectiveness. The audit committee has additionaloversight in the area of financial risks and controls. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

Auditors & Auditors' Report

Statutory Auditors

M/s Price Waterhouse Chartered Accountants who are the statutory auditors of theCompany hold office until the conclusion of forthcoming Annual General Meeting. It isproposed to re-appoint M/s Price Waterhouse Chartered Accountants as statutory auditorsof the Company from the conclusion of forthcoming Annual General Meeting till theconclusion of thirty first (31st) Annual General Meeting to be held in the year2017. They have confirmed their eligibility to the effect that their re-appointment ifmade would be within the prescribed limits under the Act and that they are notdisqualified for reappointment. It is also proposed to authorize the Board of Directors tofix their remuneration.

The Auditors' Report does not contain any qualification reservation or adverse remark.

Secretarial Audit

Pursuant to the requirements of the Companies Act 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s V. K.Chaudhary & Co. Practicing Company Secretaries (CoP4548) as the Secretarial Auditorfor the year ended on 31st March 2016. The Secretarial Audit report issued byM/s V. K. Chaudhary & Co. is attached separately to this report. The reportdoes not contain any qualification reservation or adverse remark.

Additional information relating to Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure to this Report.

Consolidated Financial Statement

In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Subsidiaries/Associates/JVs and AS - 27 on Financial Reporting ofInterests in Joint Ventures the audited consolidated financial statement is provided inthe Annual Report.

Subsidiaries Joint Ventures and Associate Companies

A list of Subsidiaries/Associates/JVs is given in the Extract of Annual Return attachedto this report.

Policy for determining material subsidiaries of the Company is available on the websiteof the Company at http://www.hclinfosystems.in/sites/default/files/material-subsidiary- policy.pdf

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is attachedherewith as "Annexure to this Report".

Significant and Material Orders Passed by the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

Acknowledgements

The Directors place on record their appreciation for the continued co-operationextended by all stakeholders including various departments of the Central and StateGovernment Shareholders Investors Bankers Financial Institutions Customers Dealersand Suppliers.

The Board also places on record its gratitude and appreciation of the committedservices of the executives and employees of the Company.

On behalf of the Board of Directors
Sd/-
Place : Noida Nikhil Sinha
Date : 17th August 2016 (Chairman)

Annexure to Directors' Report

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014

A. Conservation of Energy

Your Company has executed measures at its facilities to reduce power consumption. Byimplementing changes in the sitting arrangement in working areas we were able to saveapproximately 180000 units of electrical energy during the period ended 31stMarch 2016 (saving of 21%) as compared to corresponding period last year.

B. Research and Development

1. Product Innovation & Engineering

Your Company's Research & Development (R&D) unit "HCL Labs" was setup with a mission to give its businesses a competitive edge in their respective markets byenabling them to acquire new customers & increase customer retention.

Today we have three R&D centres with a total strength of nearly 35 people workingin different spheres of technology. These centres are located at Chennai Puducherry andMumbai.

Your Company has all its R&D centres recognized by DSIR (Department of ScientificIndustrial Research). These centres are working on development of new relevanttechnologies in areas that are playing an important role in the growth story of Indiasuch as bridging the digital divide education financial inclusion asset managementenergy efficiency etc.

The Puducherry R&D centre has been working towards building EMS & IOT productswith the convergence of Operational technologies

(Connected Things - Vehicles equipment devices and people to drive Smart LogisticsManufacturing and Cities etc.).

> Unified Management System (UIM)

> Enterprise Infrastructure Management &

Monitoring (EIM)

> Enterprise Asset Management (EAM)

> Enterprise Portal (EP)

> Enterprise IOT Platform

> Integrated Service Management (ISM)

Today ICT is an intrinsic part of infrastructure deployed to ensure uninterruptedconnectivity

between organizations and various stakeholders including employees and customers. Theoperation and maintenance of such infrastructure demands tools & services which arecapable of IT Infrastructure monitoring Service Management as per ITIL v3 frameworkpredictive failure analysis fault detection power consumption optimization managementof assets and with relevant Business Intelligence.

To address these critical needs of enterprises & service providers HCL Labs hasdeveloped an enterprise grade solution which has now been renamed as Maestro.

Following are its features:

> Efficiently control & manage IT assets non - IT assets in relationship withusers across the organization

> Complete visibility into the IT & Operations across organizations.

> Maestro Common Dashboard which integrates all four Maestro Products and provides asingle CIO Dashboard

> Convergence platform for Information technologies & Operational technologies

The team has created a roadmap to develop and introduce additional features &modules in the solution like IT Operational Analytics IT Service Analytics and EnterprisePortal with Persona based dashboards extended on Smart gadgets Tabs & Mobile phones.

2. Expenditure on R & D (Consolidated)

(' / Crores)
Capital : 2.16
Revenue : 9.81
Total 11.97

3. Technology Absorption Adaptation and Innovation

HCL Labs has introduced yet another pioneering technology that enables banking for theunbanked in rural & urban migrant population in India a huge challenge in the countrythat can be surmounted only with the use of technology. Building on a spectrum oftechnologies the HCL Financial Inclusion (FI) framework is an end-to-end solution.Following are the key initiatives:

RuPay transactions:

RuPay is an Indian domestic card scheme

conceived and launched by the National Payments Corporation of India (NPCI). RuPayfacilitates electronic payment at all Indian banks and financial institutions andcompetes with MasterCard and Visa in India. Since the transaction processing of Rupayhappens domestically the cost of clearing and settlement for each transaction reduces.HCL has promoted the use of RuPay Card by successful integration of PCI-PTS securedPinpads with HCL Handheld terminals. This has empowered the Business Correspondent Agentsat remote locations to enable Customers to use Rupay Card for doing transactions.

Aadhaar login for BCAs:

In order to ensure security of the MicroATM login by Business Correspondent Agents(BCAs) HCL has enabled Aadhaar based login wherein the BCAs have to validate theirBiometrics against the UIDAI database while powering on and initiating the device. Thisensures an added level of security whereby only authenticated BCA would have access to theMicroATM.

4. Foreign Exchange earning and outgo

During the period under review the Company's Standalone earnings in foreign currencywere Rs 0.88 Crores (Previous Year Rs 3.03 Crores). The Standalone expenditure in foreigncurrency including imports during the year amounted to Rs 2.03 Crores (Previous year Rs86.11 Crores).

Your Company has taken the following steps to increase its Foreign Exchange earnings:

HCL Infosystems MEA the Company's subsidiary based out of Dubai won the followingmajor orders: • Bagged Consulting deal for Data Center

Transformation for a leading Insurance Company in UAE. The scope included SecurityOperation Centre (SOC) and Network Operation Center (NOC) deployment and operations worthAED 16.6 Million in terms of Annual Contract Value

• Bagged Upgradation Project of Computer Aided Facility Management System for aleading Government Organization in Qatar worth AED 1.4 Million in terms of Annual ContractValue

• Bagged Managed Print Services Project for all from a leading Telco for all itsbusiness Centers worth AED 2.13 Million of Annual Contract Value and AED 10 Million ofTotal Contact Value

• National Archives a leading research and archival institution based in AbuDhabi; one of the clients of your Company won Steve awards in 7 categories at global levelfor the internet and intranet portal implemented by your Company HCL Insys Pte. Ltd. thecompany's subsidiary based out of Singapore won following major orders:

• Bagged LAN Remediation project worth SGD 3.6 Million to enable across allagencies of Singapore Government Network for deploying Network Access Control (NAC)

• Bagged End User System Tech Refresh and Operating System Upgrade Project fromvarious agencies for more than SGD 5 Million

• Bagged 4 new projects from Government Agencies for Annual Contract Value worthSGD 0.5 Million

• Renewed contracts for Annual Contract Value worth over SGD 10 Million; completedwith supplementary Net Addition of 7 to 10 %