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HCL Technologies Ltd.

BSE: 532281 Sector: IT
NSE: HCLTECH ISIN Code: INE860A01027
BSE 00:00 | 24 Jan 607.70 9.40
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NSE 00:00 | 24 Jan 607.70 8.75
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599.00

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609.00

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OPEN 600.00
PREVIOUS CLOSE 598.30
VOLUME 56920
52-Week high 618.90
52-Week low 469.00
P/E 19.40
Mkt Cap.(Rs cr) 164,909
Buy Price 606.95
Buy Qty 100.00
Sell Price 607.70
Sell Qty 51.00
OPEN 600.00
CLOSE 598.30
VOLUME 56920
52-Week high 618.90
52-Week low 469.00
P/E 19.40
Mkt Cap.(Rs cr) 164,909
Buy Price 606.95
Buy Qty 100.00
Sell Price 607.70
Sell Qty 51.00

HCL Technologies Ltd. (HCLTECH) - Auditors Report

Company auditors report

To the Members of HCL Technologies Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone fi nancial statements (IndAS fi nancial statement) of HCL Technologies Limited ("the Company") whichcomprise the Balance sheet as at March 312019 the Statement of Profi t and Lossincluding the statement of Other Comprehensive Income the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and notes to the fi nancialstatements including a summary of signifi cant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone fi nancial statements give theinformation required by the Companies Act 2013 as amended ("the Act") in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2019 its profi t including other comprehensive income its cash fl ows and the changesin equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone fi nancial statements inaccordance with the Standards on Auditing (SAs)as specifi ed under section 143(10) of theAct. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we havefulfi lled our other ethical responsibilities in accordance with these requirements andthe Code of Ethics. We believe that the audit evidence we have obtained is suffi cient andappropriate to provide a basis for our audit opinion on the standalone fi nancialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most signifi cance in our audit of the standalone fi nancial statements for the financial year ended March 31 2019. These matters were addressed in the context of ouraudit of the standalone fi nancial statements as a whole and in forming our opinionthereon and we do not provide a separate opinion on these matters. For each matter belowour description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key auditmatters to be communicated in our report. We have fulfi lled the responsibilitiesdescribed in the Auditor's responsibilities for the audit of the standalone financial statements section of our report including in relation to these matters.Accordingly our audit included the performance of procedures designed to respond to ourassessment of the risks of material misstatement of the standalone fi nancial statements.The results of our audit procedures including the procedures performed to address thematters below provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters How our audit addressed the key audit matter
Accuracy of recognition measurement presentation and disclosures of revenues and impact of adoption of Ind AS 115 "Revenue from Contracts with Customers" (new revenue accounting standard)(as described in note 1(f) and 2.19 of the standalone fi nancial statements)
The Company has adopted Ind AS 115 "Revenue from We assessed the company's process to identify the recognition revenue for fi xed price contract accounting for distinctive terms in arrangements and impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing on sample as follows:
Contracts with Customers" starting 1 April 2018. The application of of the new revenue accounting standard involves certain key judgements and principles for evaluating various distinctive terms/matters.
The Company also derives portion of its revenue from long-term and fi xed price projects. Estimated effort is a critical estimate to determine revenues for fi xed price contract. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract efforts incurred till date efforts required to complete the remaining contract performance obligations. Evaluated the design of internal controls.
Selected samples and tested the operating effectiveness of the internal control.
Tested relevant information technology systems' controls relating to contracts and related information used in recording and disclosing revenue. Tested continuing and new contracts and performed the following procedures to assess management analysis and impact of Ind AS 115 adoption:
Key audit matters How our audit addressed the key audit matter
? Read analyzed and identifi ed the distinct performance obligations in these contracts.
? Compared these performance obligations with that identifi ed and recorded by the Company.
? Considered the terms of the contracts and assessed the transaction price including any variable consideration to test revenue.
Further In respect of fi xed price contracts progress towards completion of performance obligation used to compute revenue was verifi ed based on actual cost relative to estimated cost from the information technology systems. Also reviewed cost incurred with estimated cost to identify signifi cant variations and reasons and to verify whether those variations have been considered in estimating the remaining cost to complete the contract.
Assessed management analysis of various distinctive terms in order to test appropriateness of revenue recognition.
Assessed the appropriateness of the disclosure made pursuant to new revenue accounting standard.
Evaluation of tax positions (as described in note 2.33 of the standalone fi nancial statements)
The Company has material tax positions and matters under dispute which involves signifi cant judgment to determine the possible outcomes and are complex in nature. Accordingly these positions and disputed matters are determined to be a key audit matter in our audit. We performed the following procedures:
Assessed the company's process for identifying tax positions and disputed matters the related accounting policy of provisioning for these exposures.
Obtained details of tax positions and disputed matters for the year and as at March 31 2019 from management.
Involved our internal specialist to test the management's underlying assumptions in estimating the tax provision/ benefi ts and the possible outcome of the tax positions and matters.
Our internal specialist also considered legal precedence and other rulings and legal opinions obtained by the management in evaluating position on these tax positions.
Discussed disputed matters with management and obtained management specialist opinion for signifi cant matters.
We have also assessed the impact of any change in existing positions as of April 1 2018 to evaluate whether any change was required to management's position.
Impairment assessment of intangible (as described in note 1(i) 1(n) and 2.3 of the Standalone fi nancial statements) As required by Ind AS 38 Intangible Assets the Company tests Licensed IPR's and customer relationships for impairment annually in accordance with Ind AS 36 Impairment of Assets. For impairment of intangibles we reviewed impairment analysis performed by the management. In addition we considered whether any indicators of impairment were present by understanding the business rationale for intangibles.
The risk for the standalone fi nancial statements relates to the appropriateness of the determination and recognition of impairments.

Other Information

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Director's Report including annexures Corporate GovernanceReport and Business Responsibility Report but does not include the standalone fi nancialstatements and our auditor's report thereon. Our opinion on the standalone fi nancialstatements does not cover the other information and we do not express any form ofassurance conclusion thereon.

In connection with our audit of the standalone fi nancial statementsour responsibility is to read the other information and in doing so consider whethersuch other information is materially inconsistent with the standalone fi nancialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the fi nancial position fi nancialperformance including other comprehensive income cash fl ows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specifi ed under section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal fi nancial controls thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone fi nancialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone fi nancial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing theCompany's fi nancial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone fi nancial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to infl uence theeconomic decisions of users taken on the basis of these standalone fi nancial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of thestandalone fi nancial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is suffi cient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

Obtain an understanding of internal control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal fi nancial controls system in place and the operatingeffectiveness of such controls.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast signifi cant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the fi nancial statements or if such disclosures are inadequateto modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause theCompany to cease to continue as a going concern.

Evaluate the overall presentation structure and content of thestandalone fi nancial statements including the disclosures and whether the standalone financial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and signifi cant audit fi ndingsincluding any signifi cant defi ciencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most signifi cance in the audit of the standalone financial statements for the fi nancial year ended March 31 2019 and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefi ts of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in the "Annexure 1"a statement on thematters specifi ed in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet the Statement of Profi t and Loss including theStatement of Other Comprehensive Income the Cash Flow Statement and Statement of Changesin Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone fi nancial statementscomply with the Accounting Standards specifi ed under Section 133 of the Act read withCompanies (Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of the written representations received from thedirectors as on March 31 2019 taken on record by the Board of Directors none of thedirectors is disqualifi ed as on March 31 2019 from being appointed as a director interms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal fi nancial controlsover fi nancial reporting of the Company with reference to these standalone fi nancialstatements and the operating effectiveness of such controls refer to our separate Reportin "Annexure 2" to this report;

(g) In our opinion the managerial remuneration for the year endedMarch 31 2019 has been paid / provided by the Company to its directors in accordance withthe provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and according tothe explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfi nancial position in its standalone fi nancial statements;

ii. The Company has made provision as required under the applicablelaw or accounting standards for material foreseeable losses if any on long-termcontracts including derivative contracts;

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company;

For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Nilangshu Katriar
Partner
Membership Number: 58814
Place of Signature: Gurugram
Date: May 9 2019

Annexure 1 referred to in paragraph 1 of the section on "Report onOther Legal and Regulatory Requirements" of our report of even date Re: HCLTechnologies Limited (the Company)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fi xed assets.

(b) All fi xed assets were physically verifi ed by the management inaccordance with a planned programme of verifying them in phased manner over a period ofthree years which in our opinion is reasonable having regard to the size of the Companyand the nature of its assets. No material discrepancies were noticed on such verifi cationconducted during the fi nancial year.

(c) According to the information and explanations given by themanagement the title deeds of immovable properties included in property plant andequipment are held in the name of the Company.

(ii) The inventory has been physically verifi ed by the managementduring the year. In our opinion the frequency of verifi cation is reasonable. No materialdiscrepancies were noticed on such physical verifi cation. Inventories lying with thirdparties have been confi rmed by them as at year end and no material discrepancies werenoticed in respect of such confi rmations.

(iii) According to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies fi rms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of clause 3(iii)(a) (b) and(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us provisions of section 186 of the Companies Act 2013 in respect of loans givenhave been complied with by the Company. In our opinion and according to the informationand explanations given to us there are no loans investments guarantees and securitiesgiven in respect of which provisions of section 185 of the Companies Act 2013 areapplicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) To the best of our knowledge and as explained the CentralGovernment has not specifi ed the maintenance of cost records under clause 148(1) of theCompanies Act 2013 for the products/services of the Company.

(vii) (a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues including provident fund employees' stateinsurance income-tax goods and service tax duty of custom cess and other statutorydues applicable to it.

(b) According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insuranceincome-tax goods and service taxduty of custom cess and other statutory dues wereoutstanding at the year end for a period of more than six months from the date theybecame payable except for service tax as below:

Name of the Statute Nature of Dues Amount (in Crores of र) Period to which the amount relates Due Date Date of Payment
Finance Act 1994 read with Service Tax Rules 1994* Service tax 6.00 2010-11 to 2014-15 06-Feb-17 Not Paid

* As informed by Management the Company has fi led a writ petitionbefore the Bombay High Court on 19 March 2018 which is not yet accepted by the High Courtyet. The writ petition has been fi led because time limit to fi le appeal with theCommissioner Appeals was lapsed.

(c) According to the records of the Company the dues of income-taxservice tax duty of custom duty of excise and provident fund on account of any disputeare as follows:

Name of the Statute IGN=RIGHT>Nature of Dues Amount (in Crores of र) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 3.71 2014-15 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 4.06 2013-14 CIT(A) New Delhi
Income Tax Act 1961 Income Tax 2.10 2012-13 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 21.58 2011-12 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 2.46 2010-11 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 72.41 2009-10 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 67.28 2008-09 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 0.69 2008-09 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 245.77 2006-07 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 217.10 2005-06 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 18.74 2004-05 Income Tax Appellate Tribunal
Name of the Statute Nature of Dues Amount (in Crores of र) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 1.83 2004-05 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 15.95 2004-05 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 6.97 2004-05 Supreme Court
Income Tax Act 1961 Income Tax 0.55 2004-05 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 2.24 2003-04 Delhi High Court
Income Tax Act 1961 Income Tax 4.22 2003-04 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 2.34 2003-04 Supreme Court
Income Tax Act 1961 Income Tax 7.28 2003-04 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 3.09 2002-03 Supreme Court
Income Tax Act 1961 Income Tax 13.75 2002-03 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 0.21 2002-03 Delhi High Court
Income Tax Act 1961 Income Tax 9.14 2001-02 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax 0.36 2000-01 Delhi High Court
Income Tax Act 1961 # Income Tax 0.01 2011-12 Income Tax Appellate Tribunal
Income Tax Act 1961 # Income Tax 1.40 2010-11 Income Tax Appellate Tribunal
Income Tax Act 1961 # Income Tax 20.72 2009-10 Income Tax Appellate Tribunal
Income Tax Act 1961 # Income Tax 0.32 2008-09 Income Tax Appellate Tribunal
Income Tax Act 1961 # Income Tax 0.46 2007-08 Income Tax Appellate Tribunal
Income Tax Act 1961 # Income Tax 13.66 2005-06 Income Tax Appellate Tribunal
Income Tax Act 1961 # Income Tax 0.08 2004-05 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 15.66 2013-14 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 6.39 2012-13 Income Tax Appellate
Tribunal
Income Tax Act 1961 * Income Tax 13.13 2011-12 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 5.01 2010-11 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 20.84 2009-10 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 32.15 2008-09 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 6.99 2007-08 Income Tax Appellate Tribunal
Income Tax Act 1961 * Income Tax 20.28 2006-07 Income Tax Appellate Tribunal
Common Adjudicating
Customs Act 1962 Custom Duty 0.27 2006-07 Authority (Directorate of Revenue Intelligence)
Customs Act 1962 * Custom Duty 0.12 2009-14 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 0.26 2009-14 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 6.87 2007-08 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 0.01 1999-00 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 1.12 1998-99 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 2.41 1997-99 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 6.88 1997-98 Offi ce of Assistant Commissioner of Customs
Customs Act 1962 * Custom Duty 0.08 1997-98 Offi ce of Assistant Commissioner of Customs
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 4.04 2013-15 High Court
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 0.13 2012-15 Commissioner Appeals
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 14.52 2010-13 High Court
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 0.10 2009-10 Customs Excise Service Tax Appellant Tribunal Allahabad
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 0.30 2006-11 Customs Excise Service Tax Appellant Tribunal Allahabad
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 7.21 2006-07 Commissioner (Appeals)
Finance Act 1994 read with Service Tax Rules 1994 Service Tax 0.94 2006-07 High Court
Finance Act 1994 read with Service Tax Rules 1994* Service Tax 0.48 2007-08 to 2011-12 Commissioner (Appeals)
Central Excise Act 1944 Excise Duty 3.22 2011-12 Commissioner Appeals Central
Central Board Trustees * Provident fund 4.30 1996-14 Excise Chennai Bombay High Court

Above amount represents total demand inclusive of interest. Totalamount deposited / adjusted in respect of Income tax is 139.48 Crores CustomDuty 7.13 Crores Service tax is 4.44 Crores and Provident Fund is 0.89Crores.

# Pursuant to scheme for demerger of IT enabled business of HCL ComnetSystems & Services Limited in FY 2012 – 13.

* Pursuant to acquisition of demerged business of Geometric Limited inFY 2016-17.

(viii) In our opinion and according to the information and explanationsgiven by the management the Company has not defaulted in repayment of loans or borrowingto a bank. The Company did not have any outstanding loans or borrowing dues in respect offi nancial institution or government or dues to debenture holders during the year.

(ix) According to the information and explanations given by themanagement the Company has not raised any money way of initial public offer / furtherpublic offer / debt instruments hence reporting under clause (ix)is not applicable to theCompany and hence not commented upon. In our opinion and according to information andexplanations given by the management term loans were applied for the purpose for whichthey were raised.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the fi nancial statements and according to theinformation and explanations given by the management we report that no fraud by theCompany or no fraud / material fraud on the Company by the offi cers and employees of theCompany has been noticed or reported during the year.

(xi) According to the information and explanations given by themanagement the managerial remuneration has been paid / provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V to theCompanies Act 2013.

(xii) In our opinion the Company is not a nidhi Company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the fi nancial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review and hence reporting requirements under clause 3(xiv) are notapplicable to the Company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us theprovisions of section 45-IA of the Reserve Bank of India Act 1934 are not applicable tothe Company.

For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Nilangshu Katriar
Partner
Membership Number: 58814
Place of Signature: Gurugram
Date: May 9 2019

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF HCL TECHNOLOGIES LIMITED

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 as amended ("the Act")

We have audited the internal fi nancial controls over fi nancialreporting of HCL Technologies Limited ("the Company") as of March 31 2019 inconjunction with our audit of the standalone fi nancial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Management is responsible for establishing andmaintaining internal fi nancial controls based on the internal control over fi nancialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfi nancial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable fi nancial information as required under the Companies Act 2013 as amended.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company'sinternal fi nancial controls over fi nancial reporting with reference to these standalonefi nancial statements based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing as specifi ed under section143(10) of the Companies Act 2013 as amended to the extent applicable to an audit ofinternal fi nancial controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal fi nancial controls over fi nancial reporting with reference to thesestandalone fi nancial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal fi nancial controls over fi nancial reporting with referenceto these standalone fi nancial statements and their operating effectiveness. Our audit ofinternal fi nancial controls over fi nancial reporting included obtaining an understandingof internal fi nancial controls over fi nancial reporting with reference to thesestandalone fi nancial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgementincluding the assessment of the risks of material misstatement of the fi nancialstatements whether due to fraud or error.

We believe that the audit evidence we have obtained is suffi cient andappropriate to provide a basis for our audit opinion on the internal fi nancial controlsover fi nancial reporting with reference to these standalone fi nancial statements.

Meaning of Internal Financial Controls Over Financial Reporting WithReference to these Financial Statements

A company's internal fi nancial control over fi nancial reportingwith reference to these standalone fi nancial statements is a process designed to providereasonable assurance regarding the reliability of fi nancial reporting and the preparationof fi nancial statements for external purposes in accordance with generally acceptedaccounting principles. A company's internal fi nancial control over fi nancialreporting with reference to these standalone fi nancial statements includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly refl ect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of fi nancial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a materialeffect on the fi nancial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting with Reference to these Standalone Financial Statements

Because of the inherent limitations of internal fi nancial controlsover fi nancial reporting with reference to these standalone fi nancial statementsincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal fi nancial controls over fi nancialreporting with reference to these standalone fi nancial statements to future periods aresubject to the risk that the internal fi nancial control over fi nancial reporting withreference to these standalone fi nancial statements may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

Opinion

In our opinion the Company has in all material respects adequateinternal fi nancial controls over fi nancial reporting with reference to these standalonefi nancial statements and such internal fi nancial controls over fi nancial reporting withreference to these standalone fi nancial statements were operating effectively as at March31 2019 based on the internal control over fi nancial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For S.R. Batliboi & CO. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
per Nilangshu Katriar
Partner
Membership Number: 58814
Place of Signature: Gurugram
Date: May 9 2019