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HCL Technologies Ltd.

BSE: 532281 Sector: IT
NSE: HCLTECH ISIN Code: INE860A01027
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VOLUME 496588
52-Week high 1377.00
52-Week low 890.00
P/E 39.75
Mkt Cap.(Rs cr) 331,025
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OPEN 1265.00
CLOSE 1258.80
VOLUME 496588
52-Week high 1377.00
52-Week low 890.00
P/E 39.75
Mkt Cap.(Rs cr) 331,025
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

HCL Technologies Ltd. (HCLTECH) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the Twenty-Ninth Annual Report ofHCL Technologies Limited ("HCL" or the "Company") together with theAudited Financial Statements for the Financial Year (FY) ended March 31 2021.

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company prepared as per the IndianAccounting Standards (Ind AS) for the financial year ended March 31 2021 are as under:

( in crores)

Consolidated Year ended

Standalone Year ended

Particulars March 31 2021 March 31 2020 March 31 2021 March 31 2020
Revenue from operations 75379 70676 35673 32666
Other income 927 589 965 613
Total Income 76306 71265 36638 33279
Total Expenses 60453 57285 24228 22101
Profit before tax 15853 13980 12410 11178
Tax Expense 4684 2923 3667 2209
Profit for the year 11169 11057 8743 8969
Other comprehensive income / (loss) 758 479 520 (486)
Total comprehensive income for the year 11927 11536 9263 8483
Earnings per share of 2 each
Basic (in ) 41.07 40.75 32.22 33.06
Diluted (in ) 41.07 40.75 32.22 33.05

Note: The comparative numbers of the standalone financial statements for theprevious year have been restated to give effect of the Scheme of Amalgamation providingfor the amalgamation of four direct / step-down wholly owned subsidiaries of the Companywith and into the Company with effect from April 1 2019 the Appointed Date. Theaccounting treatment for the said amalgamation has been explained in the "Summary ofSignificant Accounting Policies" of the standalone financial Report.

2. BUSINESS OVERVIEW AND STATE OF AFFAIRS

The Company empowers global enterprises with technology for the next decade today. TheCompany’s Mode 1-2-3 strategy through its deep-domain industry expertisecustomer-centricity and entrepreneurial culture of Ideapreneurship™ enablesbusinesses to transform into next-gen enterprises.

The Company offers its services and products through three business units - IT andBusiness Services (ITBS) Engineering and R&D Services (ERS) and Products &Platforms (P&P). ITBS enables global enterprises to transform their businesses throughofferings in the areas of Applications Infrastructure Digital Process Operations andnext generation Digital Transformation Solutions. ERS offers engineering services andsolutions in all aspects of product development and platform engineering. Under P&Pthe Company provides modernized software products to global clients for their technologyand industry-specific requirements.

Through its cutting-edge co-innovation labs global delivery capabilities and broadglobal network the Company delivers holistic services in various industry verticalscategorized under Financial Services Manufacturing Technology & Services Telecom& Media Retail & Consumer Packaged Goods Life Sciences & Healthcare andPublic Services.

On a consolidated basis the Company’s revenue from operations was 75379 croresin the financial year under review as against 70676 crores in the previous financialyear. The profit for the financial year under review was 11169 crores as against 11057crores in the previous financial year.

On a standalone basis the Company’s revenue from operations was 35673 crores inthe financial year under review as against 32666 crores in the previous financial year.The profit for the financial year under review was 8743 crores as against 8969 croresin the previous financial year.

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

3. DIVIDEND

Your Directors have declared the following dividends during the financial yearunder review:

Dividend Declared during FY 2020-21 Date of Declaration Rate of Dividend per Equity Share (face value of 2 each) Gross Dividend ( in crores)
1 1st Interim Dividend July 17 2020 2.00 543
2 2nd Interim Dividend October 16 2020 4.00 1085
3 3rd Interim Dividend January 15 2021 4.00 1085
Total 2713

Note: The amount shown under Gross Dividend is the amount before deduction of taxat source.

The Company had also paid Final Dividend for FY 2019-20 at 2 per equity share offace value of 2 each aggregating to 543 crores after deduction of tax at source. The samewas approved by the shareholders of the Company in the Twenty-Eighth AGM held on September29 2020.

The Board of Directors in its meeting held on April 21-23 2021 declared an interimdividend of 6 per equity share of face value of 2 each and a special interim dividend of10 per equity share of face value of 2 each for FY 2021-22.

The special interim dividend was declared by the Board in recognition of theCompany’s recent milestone crossing the USD 10 billion mark in revenue during FY2020-21.

The Board of Directors did not recommend any final dividend during the financial yearunder review.

4. TRANSFER TO GENERAL RESERVES

No amount was transferred to the General Reserves during the financial year underreview.

5. SHARE CAPITAL

During the financial year under review pursuant to the

Scheme of Amalgamation providing for the amalgamation of four direct / step-down whollyowned subsidiaries of the Company namely HCL Eagle Limited HCL Comnet Limited HCLTechnologies Solutions Limited and Concept2Silicon Systems Private Limited with and intothe Company effective on July 13 2020 the Authorized share capital of the saidsubsidiaries aggregating to 34000000/- was transferred to and added with the Authorizedshare capital of the Company. As on March 31 2021 the Authorized share capital of theCompany was 6034000000/- divided into 3017000000 equity shares of face value of 2each.

The Issued Subscribed and Paid-up share capital of the Company as on March 31 2021was 5427330192/- divided into 2713665096 equity shares of face value of 2 each.

6. ISSUANCE OF USD DENOMINATED UNSECURED NOTES

BY WHOLLY OWNED SUBSIDIARY

HCL America Inc. a step-down wholly owned subsidiary of the Company incorporatedunder the laws of California on March 10 2021 issued and allotted USD 500 million fixedrate senior unsecured notes bearing interest at the rate of 1.375% per annum to bematured in 2026 in accordance with Rule 144A and Regulation S of the U.S. Securities Act1933. The Notes are rated "A-" by S&P and have been listed on the SingaporeExchange Securities Trading Limited (SGX-ST) w.e.f. March 11 2021. The net proceeds ofthe sale of the said

Notes were to be used by HCL America Inc. for re-financingits existing debt and/ormeeting its working capital requirements.

The Notes are guaranteed by the Company. The Guarantee is unconditional andirrevocable. The Company’s aggregate potential liability under the Guarantee iscapped at USD 525 million which is 105% of the total aggregate principal amount of theNotes outstanding from time to time. The Corporate Guarantee is being treated as"Contingent Liability" for the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report in terms of Regulation 34(2) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (the "ListingRegulations") is attached and forms a part of this Annual Report.

8. ACQUISITIONS

The acquisitions consummated by the Company (including by its step-down wholly ownedsubsidiary) during FY 2020-21 are summarized as below -

DWS Limited

The Company’s step-down wholly owned subsidiary HCL

Australia Services Pty. Ltd. acquired DWS Limited (DWS) a public company listed onthe ASX the Australian Securities

Exchange. DWS is a provider of IT Business and Management consulting services inAustralia and New Zealand. Pursuant to this acquisition DWS and all its subsidiaries havebecome the step-down wholly owned subsidiaries of the Company with effect from January 52021 being the date of completion of the acquisition. Post the acquisition DWS wasdelisted from the ASX.

Cisco’s SON Technology

The Company acquired asset carve-out of the product andservicesbusinessthatcomprisesoftheSelf-OptimizingNetwork (SON) from Cisco Systems Inc. acompany incorporated in California. SON is a multi-vendor multi-technology solution thatoptimizes the Radio Access Networks for 2G-5G. The acquisition was completed on October25 2020.

9. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

As on March 31 2021 the Company has 140 subsidiaries and 11 associate companieswithin the meaning of Sections 2(87) and 2(6) of the Companies Act 2013 ("Act")respectively. During the year under review there has been no material change in thenature of business of the subsidiaries.

As per the firstproviso to Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the

Company’s subsidiaries associates and joint ventures in Form AOC-1 shall formpart of this Annual Report.

In accordance with the provisions of Section 136 of the Act and Regulation 46 of theListing Regulations the standalone and consolidated financial statements of the

Company along with relevant documents for FY 2020-21 would be available on the websiteof the Company at https://www.hcltech.com/investors/results-reports and the financialstatements in respect of the subsidiaries for FY 2020-21 would be available at https://www.hcltech.com/investors/subsidiaries-financials.

Note: The word "subsidiaries" used in this Annual Report includes bothdirect and step-down subsidiaries.

Incorporation of Subsidiaries during the financial year under review:

1. HCL Technologies Angola (SU) LDA. a private limited liability company wasincorporated during the year under the laws of Angola as a step-down wholly ownedsubsidiary of the Company.

2. HCL Technologies S.A.C. a Corporation was incorporated during the year under thelaws of Peru as a step-down wholly owned subsidiary of the Company.

Merger of Subsidiaries during the financial year under review:

Merger of Indian Subsidiaries –

In the previous financial year ended March 31 2020 the

Scheme of Amalgamation ("Scheme") providing for the amalgamation of fourdirect / step-down wholly owned subsidiaries of the Company namely HCL Eagle Limited HCLComnet Limited HCL Technologies Solutions Limited and Concept2Silicon Systems PrivateLimited with and into the Company was sanctioned by the Hon’ble National CompanyLaw Tribunal New Delhi vide its Order dated December 12

2019 along with its Modification Order dated January 23 2020 and certified copy of thesaid Order was filed with the Registrar of Companies on March 13 2020.

During the financial year under review the Scheme was also sanctioned by theHon’ble National Company Law Tribunal Bengaluru vide its Order dated June 24 2020and certified copy of the said Order was filed with the Registrar of

Companies on July 13 2020.

Accordingly the Scheme became effective from July 13 2020 i.e. the date from whichthe certified copies of orders of both the jurisdictional Tribunals were filed with theRegistrar of Companies.

The Appointed Date of the Scheme was April 1 2019. Merger of Foreign Subsidiaries–

1. Honigsberg & Dvel Datentechnik Czech s.r.o. (incorporated in Czech Republic)a step-down wholly owned subsidiary of the Company was merged with and into HCLTechnologies Czech Republic s.r.o. (incorporated in Czech Republic) another step-downwholly owned subsidiary of the Company.

2. Axon Solutions Singapore Pte. Ltd. (incorporated in Singapore) a step-down whollyowned subsidiary of the Company was merged with and into HCL Singapore Pte. Ltd.(incorporated in Singapore) another step-down wholly owned subsidiary of the Company.

3. HCL Belgium NV (incorporated in Belgium) a step-down wholly owned subsidiary of theCompany was merged with and into HCL Technologies Belgium BVBA (incorporated in Belgium)another step-down wholly owned subsidiary of the Company.

4. Hnigsberg & Dvel Corporation(incorporated in Tennessee USA) a step-down wholly owned subsidiary of the Company wasmerged with and into HCL America Inc. (incorporated in California USA) another step-downwholly owned subsidiary of the Company.

5. HCL Sweden AB (incorporated in Sweden) a step-down wholly owned subsidiary of theCompany was merged with and into HCL Technologies Sweden AB (incorporated in Sweden)another step-down wholly owned subsidiary of the Company.

6. HCL (Netherlands) BV (incorporated in Netherlands) a step-down wholly ownedsubsidiary of the Company was merged with and into HCL Technologies B.V. (incorporated inNetherlands) another step-down wholly owned subsidiary of the Company.

7. Geometric SAS (incorporated in France) a step-down wholly owned subsidiary of theCompany was merged with and into HCL Technologies France SAS (incorporated in France)another step-down wholly owned subsidiary of the Company.

Merger of Subsidiaries after the close of the financial year under review:

Merger of Foreign Subsidiaries –

1. 14 subsidiaries including step-down subsidiaries (all incorporated in Germany) of Hnigsberg & Dvel Datentechnik GmbH(‘H&D’) all being step-down wholly owned subsidiaries (‘WOS’) ofthe Company merged with and into H&D (incorporated in Germany) another step- downWOS of the Company in the following manner.

4 step-down wholly owned subsidiaries of H & D merged with their immediate parentcompany viz.

H&D IT Automotive Services GmbH WOS of H & D.

1 step down wholly owned subsidiary of H & D merged with its immediate parentcompany viz.

CATIS GmbH WOS of H & D.

Post merger of the aforesaid 5 subsidiaries with their immediate parents both theseparent companies along with other 7 subsidiaries of H & D merged with and into H &D.

The aforesaid mergers were approved by the appropriate authorities in Germany on April1 2021 and the mergers were effective from January 1 2020.

2. Hnigsberg & Dvel Datentechnik GmbH(incorporated in Germany) a step-down wholly owned subsidiary of the Company merged withand into HCL Technologies Germany GmbH (incorporated in Germany) another step-down whollyowned subsidiary of the Company. The said merger was approved by the appropriateauthorities in Germany on April 6 2021 and the merger was effective from January 1 2020.

3. HCL GmbH (incorporated in Germany) a step-down wholly owned subsidiary of theCompany merged with and into HCL Technologies Germany GmbH (incorporated in Germany)another step-down wholly owned subsidiary of the Company. The said merger was approved bythe appropriate authorities in Germany on April 6 2021 and the merger was effective fromApril 1 2020.

4. The merger of PowerTeam LLC (a Delaware Limited Company) a step-down wholly ownedsubsidiary of the

Company with and into HCL America Inc. (incorporated in California USA) anotherstep-down wholly owned subsidiary of the Company with effect from January

1 2021 was approved by the State of Delaware on December 3 2020. The approval fromthe California Secretary of State is awaited.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING

FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors is in accordance with the provisions ofSection 149 of the Act and Regulation 17 of the Listing Regulations with an optimumcombination of Executive Director Non-Executive Non-Independent Directors and IndependentDirectors.

Details of the composition of the Board of Directors appointments / re-appointmentsduring the financial year under review re-appointments after the close of the financialyear director(s) retiring by rotation and details of declaration by Independent Directorshave been provided in the Corporate Governance Report which forms part of this AnnualReport.

12. NUMBER OF MEETINGS OF THE BOARD

During the financial year under review nine meetings of the Board of Directors wereheld. The details of the meetings are provided in the Corporate Governance Report whichforms part of this Annual Report.

13. BOARD COMMITTEES

As on March 31 2021 the Company had the following 7

Board Committees:

1. Audit Committee

2. Corporate Social Responsibility Committee

3. Nomination and Remuneration Committee

4. Finance Committee

5. Stakeholders’ Relationship Committee

6. Risk Management Committee

7. Diversity Committee

Details of the composition of the Committees and changes therein terms of reference ofthe Committees and other requisite details are provided in the Corporate Governance

Report which forms part of this Annual Report.

14. FAMILIARIZATION PROGRAMME

The details of the familiarization programme have been provided under the CorporateGovernance Report which forms part of this Annual Report.

15. BOARD EVALUATION

The Annual Performance Evaluation of the Board its Committees the Chairperson ofthe Board and the individual Directors was undertaken by the Board of Directors /Independent Directors in terms of the provisions of the Act and the Listing Regulations.The evaluation was carried out in terms of the framework and criteria of evaluation asapproved by the Nomination and Remuneration Committee of the

Company. The process and criteria of evaluation is explained in the CorporateGovernance Report which forms part of this Annual Report.

16. STATUTORY AUDITORS AND STATUTORY AUDITORS’ REPORT

M/s. B S R & Co. LLP Chartered Accountants (ICAI Firm Registration No.101248W/W-100022) were appointed as the Statutory Auditors of your Company in theTwenty-Seventh Annual General Meeting (‘AGM’) of the Company held on August

6 2019 for a term of five consecutive years from the conclusion of the said AGM tillthe conclusion of the Thirty-Second AGM to be held in the year 2024. The StatutoryAuditors have confirmed that they are not disqualified to serve as the Statutory Auditorsof the Company.

Statutory Auditors’ Report

There are no qualifications reservations adverse remarks or disclaimer made by M/s. BS R & Co. LLP Statutory Auditors in their report for FY 2020-21. The StatutoryAuditors have not reported any incident of fraud to the Audit Committee of the

Company during the financial year under review.

17. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT In terms of Section 204 ofthe Act M/s. Chandrasekaran Associates Practicing Company Secretaries were appointed asthe Secretarial Auditor of the Company for FY 2020-21. The report of the SecretarialAuditor is enclosed as Annexure 1 to this Report. The report is self-explanatory and doesnot call for any further comments. There are no qualifications reservations adverseremarks or disclaimer made by the Secretarial Auditor in its report for FY 2020-21.

18. MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act and accordingly such cost accounts and records are notmaintained by the Company.

19. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act and Rule 12(1) of the Companies(Management & Administration) Rules 2014 the Annual Return of the Company for FY2020-21 is available on the website of the Company at https://www.hcltech.com/investors/results-reports

20. POLICY ON DIRECTORS’ APPOINTMENT AND

REMUNERATION

The Nomination and Remuneration Committee formulates the criteria for determiningthe qualifications positive attributes and independence of directors in terms of itscharter. In evaluating the suitability of individual Board members the Committee takesinto account factors such as educational and professional background generalunderstanding of the Company’s business dynamics professional standing personal andprofessional ethics integrity and values willingness to devote sufficient time andenergy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of directors at the time of theirappointment / re-appointment as per the criteria prescribed under the provisions of theAct the rules made thereunder and the Listing Regulations.

The Remuneration Policy for Directors Key Managerial Personnel and other employees isprovided in the Corporate Governance Report forming part of this Annual Report.

21. RISK MANAGEMENT POLICY

The Board of Directors of the Company have formed a Risk Management Committee to inter-aliaassist the Board in overseeing the responsibilities with regard to identificationevaluation and mitigation of operational strategic and external environmental risks. Inaddition the Audit Committee is also empowered to oversee the areas of risks andcontrols. The Company has developed and implemented a Risk Management Policy that ensuresappropriate management of risks in line with its internal systems and culture.

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR

ADEQUACY

The Company’s internal financial control systems are commensurate with itssize and nature of its operations and such internal financial controls are adequate andare operating effectively. The Company has adopted policies and procedures for ensuringorderly and efficient conduct of the business.

These controls have been designed to provide reasonable assurance regarding recordingand providing reliable financial and operational information adherence to theCompany’s policies safeguarding of assets from unauthorized use and prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosures.

23. SIGNIFICANT AND MATERIAL ORDERS

There are no significant regulators or courts or tribunals impacting the goingconcern status and Company’s operations in future.

24. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which forms part of this Annual Report.

25. TRANSACTIONS WITH RELATED PARTIES

The particulars of transactions entered into with the related parties referred toin Section 188(1) and applicable rules of the Act have been given in Annexure 2 to thisReport in Form AOC-2. The Company also has in place a ‘Related Party Policy’which is available on the website of the Company athttps://www.hcltech.com/investors/governance-policies.

26. CORPORATE SOCIAL RESPONSIBILITY

The Company contributes progressively to the socio-economic and environmentaladvancement of the planet with ‘Corporate Social Responsibility’("CSR") at the very core of its existence. To meet its goals the Company drivesits corporate social responsibility agenda through its CSR arm HCL Foundation a PublicCharitable Trust. The CSR Committee of the Company is inter-alia responsible forformulating recommending and monitoring the CSR Policy of the Company which contains theapproach and direction given by the Board of Directors and includes guiding principlesfor selection implementation and monitoring of activities as well as formulation of theannual action plan.

A brief outline of the CSR Policy of the Company and the initiatives undertaken by theCompany on CSR activities during the financial year under review are set out inAnnexure 3to this Report in the format as prescribed under Companies (Corporate SocialResponsibility Policy) Amendment Rules 2021. The composition of the CSR Committee theCSR Policy and the CSR projects as approved by the Board of Directors for FY 2021-22 areavailable on the website of the Company at https://www.hcltech.com/investors/corporate-social-responsibility-hcl.

27. DIVIDEND DISTRIBUTION POLICY

The Company has formulated and published a Dividend Distribution Policy whichprovides for the circumstances under which the members may / may not expect dividend thefinancial parameters internal and external factors utilization of retained earningsparameters regarding different classes of shares etc. The provisions of this Policy arein line with Regulation 43A of the Listing Regulations and the Policy is available on thewebsite of the Company at https://www.hcltech.com/investors/governance-policies.

28. UNCLAIMED DIVIDENDS AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act the dividend amounts whichhave remained unpaid or unclaimed for a period of seven years from the date of transfer tounpaid dividend account have been transferred by the Company to the Investor Education andProtection Fund (‘IEPF’) established by the Central Government pursuant toSection 125 of the Act. The details of the unpaid / unclaimed dividend amount which willbe transferred to IEPF in the subsequent years are given in the Corporate Governancesection of this Annual Report. and material orders passed by the

Further according to the IEPF Authority (Accounting Audit Transfer and Refund)Rules 2016 (the "IEPF Rules") the shares in respect of which dividends havenot been paid or claimed by the members for seven consecutive years or more are alsorequired to be transferred to the demat account created by the IEPF Authority.Accordingly during the financial year under review the Company has transferred 4111equity shares to the demat account of the IEPF Authority. The details of such shares areavailable on the website of the Company at https://www.hcltech.com/investors/iepf-details.

29. DEPOSITS

The Company has not accepted any deposits from the public during the financial yearunder review.

30. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report in terms of Regulation 34(3) of the ListingRegulations along with the Statutory Auditors’ certificate forms part of this AnnualReport.

31. BUSINESS RESPONSIBILITY REPORT

The Listing Regulations mandates the inclusion of Business Responsibility Report(‘BRR’) as part of the Annual Report of the Company. In compliance with thisregulation the Company has prepared a BRR for FY 2020-21 which describes the initiativestaken by the Company from an environmental social and governance perspective and the sameforms part of this Annual Report.

32. INSIDER TRADING REGULATIONS

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading)Regulations 2015 (as amended from time to time) the Company has adopted a Code ofConduct on Prohibition of Insider Trading (‘Insider Trading Code’) and a Code ofPractices and Procedures for fair disclosure of Unpublished Price Sensitive Information(‘Fair Disclosure Code’). The Fair Disclosure Code is available on the websiteof the Company at https://www.hcltech.com/investors/governance-policies.

33. AWARDS AND RECOGNITIONS

Your Company relentlessly pursues excellence and is delighted to receive phenomenalshare of recognitions and awards this year not only from the media but also fromanalysts governing bodies academic institutions partners and even customers. Some ofthe key honors received by the Company during the year include:

Awards –

1. The Company was awarded the "2020 Rising Star Award" from PegasystemsInc. for the Company’s thought leadership and trusted advisor role in driving largescale digital transformation and implementation services.

2. The Company was awarded the "Industrial IoT Product of the Year 2020"Award by IoT Evolution World for its Real- Time Manufacturing Solution (RMI).

3. The Company was awarded the "Gold Stevie Award" at the 2020American Business Awards for EXACTO™ under the category ‘New Product andService – Business Technology’ for its Artificial Intelligence and MachineLearning Capabilities.

4. The Company was awarded the "Partner of the Year Award" from SkyboxSecurity North America under the ‘Win of the Year 2020’ category.

5. The Company was named the ‘Target Specialized Partner’ by Adobe. TheCompany is a global service provider for Adobe Experience Cloud solutions and thisaccomplishment comes in addition to the existing Adobe Experience Manager Analytics andCampaign specializations in the US.

6. PowerTeam LLC a step-down wholly owned subsidiary of the Company has been namedthe "Microsoft Proactive Customer Service Partner of the Year" which is aglobal award and is the highest recognition within Microsoft. PowerTeam LLC was alsonamed a "Finalist for Financial Services Partner of the Year".

Recognitions –

1. The Company was positioned as a ‘Leader’ in The Forrester Wave forSpecialized Insights Service Providers Q2 2020 and as a ‘Strong Performer’ inThe Forrester Wave TM for Commerce Services Q1 2021.

2. The Company was positioned as a ‘Leader’ in IDC Market

- Scape for:

Worldwide Manufacturing Intelligence Transformation

Strategic Consulting 2020 Vendor Assessment (IDC

- Doc #US46844920 September 2020)

Worldwide Business Analytics Consulting and

Systems Integration Services 2020 Vendor Assessment (IDC Doc #US45353220 June 2020)

Worldwide Application Management Services on the Cloud 2020 Vendor Assessment (IDC Doc

#US46924517 November 2020)

- Worldwide Retail Co-Innovation Services Providers 2020 Vendor Assessment (IDC Doc#US46160020 December 2020)

- Asia / Pacific (Excluding Japan) Workplace Services in the Era of MultipliedInnovation 2020 Vendor

Assessment (IDC Doc #AP46571220 June 2020)

- Worldwide Cloud Professional Services 2020 Vendor

- Assessment (IDC Doc #US45439120 April 2020) Canadian Cloud Professional Services2021 Vendor Assessment (IDC Doc #CA46215320 January 2021)

- Worldwide Supply Chain SAP Ecosystem Services 2021 Vendor Assessment (IDC Doc#US47537120 March 2021)

3. The Company was positioned as a ‘Leader’ by Everest

Group for:

Industry 4.0 Services PEAK Matrix Assessment 2020 for The TransformationalLeap in Cyber-

Physical Convergence.

- Next-generation Application Management Services

PEAK Matrix Assessment 2021.

- Open Banking IT Services PEAK Matrix Assessment 2020.

- System Integrator (SI) Capabilities on Microsoft Azure

Services PEAK Matrix Assessment 2021.

- System Integrator (SI) Capabilities on Google Cloud

Platform (GCP) Services PEAK Matrix Assessment 2021.

- System Integrator (SI) Capabilities on Amazon Web

Services (AWS) PEAK Matrix Assessment 2021.

- Life Sciences Digital Services PEAK Matrix Assessment 2021.

- - IT Security Services PEAK Matrix Assessment 2020.

Artificial Intelligence (AI) Services PEAK Matrix

- Assessment 2021.

Insurance Business Model Innovation Enablement

- Services PEAK Matrix Assessment 2021.

Software Product Engineering Services PEAK

- Matrix Assessment 2021.

Semiconductor Engineering Services PEAK Matrix Assessment 2021.

4. The Company was positioned as a ‘Leader’: - across 11 quadrants of ISGProvider Lens SAP

HANA and Leonardo Ecosystem Partners.

- across 6 quadrants of ISG Provider Lens IoT -

Services and Platforms for U.S and Germany 2020 under ‘Managed Services’category.

- across 19 quadrants of ISG Provider Lens Digital

Business - Solutions and Service Partners.

- across 5 quadrants of ISG Provider Lens Cyber

Security - Solutions & Services.

- across 10 quadrants of ISG Provider Lens SIAM

/ ITSM.

- for ISG Provider Lens™ Salesforce Ecosystem Partners for U.S. and Germany 2020under ‘Managed Application Services’ category.

5. The Company was positioned as a Leader in Avasant’s:

- Digital Masters 2020 Radar View™ report.

- AI and Advanced Analytics 2020 Radar View™ report.

Retail & CPG Digital Services 2020-21 Radar View™ report.

- Manufacturing Digital Services 2020-21 Radar View™ report.

6. The Company was positioned at No. 2 in HFS Top 10 Agile Software Development 2020category.

34. SUSTAINABILITY

"Creating harmony between the Planet People and Prosperity" TheCompany builds sustainability principles and actions into its strategy culture andday-to-day operations. The Company aims to improve the lives of people around the planetengaging its employees clients stakeholders and the communities we live in to a higherpurpose.

The Company focuses on areas where it can make the most difference: health educationtechnology jobs and people who are denied benefits and access. Guided by the United

Nations Sustainable Development Goals the Company views sustainability in three ways -economic social and environmental known informally as Profit People and the Planet.

35. ORGANIZATION EFFECTIVENESS Human Resource

2020 like never before was the year that challenged the human spirit in eachand every way. It has tested our resilience and our Company has demonstrated itsfortitude and has emerged much stronger together. The Company salutes the strength andendurance of its employees in these challenging times. The Company continues its journeywith proactive efforts to safeguard the employees minimize impact on clients reducefinancial risk maintain supply chain resilience and provide support to the communitieslived and served around the world. The Company is successfully navigating rising Covid-19infections in India secondary waves in certain geographies and coinciding crisissituations with minimal impact due to stable remote working arrangements. In line with our‘Duty of Care’ responsibilities and commitment to employee health and safetythe Company has become the first IT company in India to achieve the ‘PROTEK’certification from Intertek the world-renowned quality assurance leader that tests andinspects the end-to-end health and safety of your people places and products.

Employee Strength and Expansion

As we close out another successful year the Company and its subsidiaries haveattained an impressive employee strength of 168977 and continues to build and supportthe business strategy of "Mode 1-2-3".

Our emphasis and commitment to talent localization continues.

We believe this strategy confers us competitive advantages in a tightening regulatoryenvironment with respect to workforce mobility. In the United States our localizationstands at 70.4%.

The Company prides itself in employing people from different geographies andnationalities creating a unique fabric of values and traditions. As on March 31 2021the Company employed resources from 157 nationalities and women represented 27.2% of theglobal workforce.

Talent Acquisition

The talent acquisition practices of the Company are aligned to its Mode 1-2-3strategy. The Company has leveraged digital technologies to enhance the quality andexperience of its talent acquisition programs. The Company’s gross hiring was 44695globally.

Talent Development

The Company’s Talent Development Centre of Excellence (CoE) continues to focuson creating a culture of continuous learning through its business focused learningsolutions contributing to the vision of building a truly global organization.

During the fiscal year 120652 employees availed 6.64 million hours of training forenhancing their current skills and learning new skills. 47232 unique employees were alsotrained in digital skills during this period.

The vagaries posed by the Covid-19 pandemic pushed team members to work in a virtuallyconnected mode further prodding talent development to rearticulate competencies relevantto this unprecedented change. The ‘New Normal’ competencies became an integralpart of the key learning solutions being deployed globally. These were also translatedinto micro-learning nuggets to adequately engage the people and provide them the necessaryperspective to lead ‘Self’ and ‘Team’ during the trying times.

Diversity and Inclusion

Having built and scaled a multinational enterprise over nearly four decades theCompany believes that diversity and inclusion in the workplace is an asset for bothbusinesses and their employees to foster innovation creativity and empathy in ways thathomogeneous environments seldom do. Yet it takes careful nurturing and consciousorchestration to unleash the true potential of this invaluable asset. The Company hascrafted multiple initiatives for its diverse employees to realize their potential whilestriking a good work-life balance. The Company makes an intentional and continuous focusto create and sustain a culture of equality self-awareness authenticity andaccountability in the realm of gender cross-cultural diversity persons with disabilitiesand LGBTQ+ inclusion. The Company believes that the effort towards creating an inclusiveenvironment should translate into people feeling valued treated equally and with respectfeeling safe to express their opinions and empowered to take decisions and do their best.Keeping the same in mind ‘Inclusion Lab’ and ‘Inclusion at Scale’ hasbeen launched for all employees to foster the inclusive work environments. These targetedinitiatives have helped the Company to make tremendous progress over the years infostering gender diversity.

In order to affirm guide and support the commitment of the Company to drive diversityand inclusion the Board of Directors of the Company has constituted a Committee of theBoard named as Diversity Committee to focus on these areas.

Recognition of HCL Culture and Engagement Practices across the World

To reinforce alignment of core beliefs and actions the Company continues to transformits policies processes and practices. This has further enabled and empowered theemployees a fact that has been well recognized by various industry forums and leadingassociations. Our distinctive people practices continue to win accolades across the globe.

1. The Company has been recognized as the ‘Top Employer 2021’ for itsexemplary HR performance by the Top Employer’s Institute in France GermanyNetherlands Australia New Zealand Philippines Poland Singapore South Africa Swedenand the United Kingdom. The Company is proud to have received this prestigious accolade inthe United Kingdom for the fifteenth consecutive year.

2. The Company has been ranked No. 1 across multi-national companies headquartered inIndia and No. 30 in the World’s Best Employers by Forbes.

3. In the ‘Diversity and Inclusion’ space the Company won - the followingaccolades –

Won the Brandon Hall Gold award for ‘Best Inclusion and Diversity Strategy’.

- Won a place in the ‘Top 100 Best Companies for Women in India’ theprestigious ‘Exemplar of Inclusion’ award in the 2020 Working Mother & Avtar

Most Inclusive Companies Index (MICI).

- Won a place in the Gender-Equality Index by

Bloomberg.

4. The Company won the Brandon Hall Gold award for

‘Best Unique or Innovative Learning and Development Program’.

5. The Company was felicitated with various Stevie Awards including GoldAward for ‘Most Innovative Work From

Home Plan – All Other Nations’ Silver award for ‘Most

Valuable Employer - Asia Pacific’ and Silver Award for ‘Most Valuable HR Team- Asia Pacific’.

36. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required under Section 134(3)(m) of the Act readwith the Companies (Accounts) Rules 2014 to the extent applicable to the Company are setout in Annexure 4 to this Report.

37. DIRECTORS’ RESPONSIBILITY STATEMENT

A statement of responsibility of the Directors relating to compliance with thefinancial accounting and reporting requirements in respect of the financial statements asspecified under Section 134(3)(c) of the Act is annexed as Annexure 5 to this Report.

38. STOCK OPTIONS PLANS

The stock option plans of the Company viz. the 1999 Stock Option Plan the 2000Stock Plan and the 2004 Stock Option Plan have been terminated.

39. PARTICULARS OF EMPLOYEES

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

A. The ratio of remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name of the Director Ratio to median remuneration of employees
Executive Director
1 Mr. Shiv Nadar (1) 46.02
Non-Executive Directors (2)
2 Ms. Roshni Nadar Malhotra 7.84
3 Mr. Deepak Kapoor 6.60
4 Mr. S. Madhavan 8.49
5 Dr. Mohan Chellappa 7.26
6 Ms. Nishi Vasudeva 6.58
7 Ms. Robin Ann Abrams 9.93
8 Dr. Sosale Shankara Sastry 7.26
9 Mr. Shikhar Malhotra 6.75
10 Mr. R. Srinivasan 9.14
11 Mr. Simon John England 7.26
12 Mr. Thomas Sieber 8.09

Notes:

(1) The ratio has been calculated after taking into account the remuneration drawn fromthe Company as well as the subsidiaries.

(2) The remuneration of Non-Executive Directors also includes sitting fees paid duringthe year.

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

Name of the Director % increase in Remuneration in the financial year
Executive Director
1 Mr. Shiv Nadar (1) (3.96)
Non-Executive Directors (2)
2 Ms. Roshni Nadar Malhotra 1.57
3 Mr. Deepak Kapoor 1.56
4 Mr. S. Madhavan 1.21
5 Dr. Mohan Chellappa (3) -
6 Ms. Nishi Vasudeva 0.62
7 Ms. Robin Ann Abrams (23.78)
8 Dr. Sosale Shankara Sastry (30.32)
9 Mr. Shikhar Malhotra (3) -
10 Mr. R. Srinivasan (25.31)
11 Mr. Simon John England (3) -
12 Mr. Thomas Sieber (19.87)
Key Managerial Personnel (4)
13 (5)Mr. C. Vijayakumar (President & Chief Executive Officer) (73.91)
14 (6)Mr. Prateek Aggarwal (Chief Financial Officer) 57.91
15 Mr. Manish Anand (Company Secretary) 9.60

Notes:

(1) The % has been calculated after taking into account the remuneration drawn from theCompany as well as from HCL America Inc. a step-down wholly owned subsidiary of theCompany and the above change includes any variation on account of exchange rate.

(2) The remuneration of Non-Executive Directors also includes sitting fees paid duringthe year.

(3) Dr. Mohan Chellappa Mr. Shikhar Malhotra and Mr. Simon John England were appointedas Directors of the Company during FY 2019-20. Since they were Directors for part of theyear the said information is incomparable and not provided.

(4) The remuneration paid to the Key Managerial Personnel includes Long Term Incentivewhich was disbursed by the Company during the financial year 2020-21.

(5) Mr. C Vijayakumar is not getting any remuneration from the Company however hereceives remuneration from HCL America Inc. a step-down wholly owned subsidiary of theCompany. Accordingly the above change includes any variation on account of exchange rate.

(6) The % has been calculated after taking into account the remuneration drawn from theCompany as well as from HCL America Inc. a step-down wholly owned subsidiary of theCompany and the above change includes any variation on account of exchange rate.

C. The percentage increase in the median remuneration of employees in the financialyear:5.03% D. The number of permanent employees on the rolls of Company: Therewere 86647 permanent employees on the rolls of the Company. In addition the Company had82330 number of employees on the rolls of its subsidiaries.

E. Average percentile increase already made in the salaries of employees other than themanagerial 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 percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year was 4.09%.

Mr. Shiv Nadar being the Managing Director is the managerial person of the Company.There has been no change in the overall remuneration of Mr. Shiv Nadar. In addition toreceiving remuneration from the Company Mr. Shiv Nadar receives remuneration from HCLAmerica Inc. a step-down wholly owned subsidiary of the Company hence the difference of-3.96% in the remuneration as appearing above includes any variation on account ofexchange rate.

F. Affirmation remuneration policy of the Company:

The Company affirms that the remuneration is as per the Remuneration Policy of theCompany.

40. STATEMENT OF EMPLOYEES PURSUANT TO RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

In terms of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the list of top ten employees of the Company in termsof the remuneration drawn in FY 2020-21 and a statement containing the names of theemployees employed throughout the financial year and in receipt of remuneration of 1.02crores per annum or more and employees employed for part of the year and in receipt of8.50 lacs or more per month is provided in a separate exhibit forming part of this report.The Annual Report and the Financial Statements are being sent to the shareholdersexcluding this exhibit. This exhibit is available to any shareholder for inspection onrequest and is also available on the website of the Company athttps://www.hcltech.com/investors/results-reports

41. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistleblower Policy to provide VigilMechanism to report genuine concerns (including reporting of instances of leakage ofunpublished price sensitive information) and to ensure strict compliance with ethical andlegal standards across the Company. The provisions of this Policy are in line with theprovisions of the Section 177(9) of the Act and the Listing Regulations and are availableon the website of the Company at https://www.hcltech.com/investors/governance-policies.The details of the Whistleblower Policy form part of the Corporate Governance Reportannexed with this Annual Report.

42. OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANYSECRETARIES OF INDIA

The Company complies with all applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.

43. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place a Prevention and Redressal of Sexual Harassment atWorkplace Policy in line with the requirements of Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013. The Company has constituted anInternal Committee for the redressal of all sexual harassment complaints. These mattersare also being reported to the Audit Committee. The details of the Policy and thecomplaints are given under Corporate Governance Report and the Business ResponsibilityReport respectively which form part of this Annual Report.

44. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of made by the employees ofthe thesignificant

Company and its subsidiaries during the year under review. The Company has achievedimpressive growth through competence hard work solidarity cooperation and support ofemployees at all that the levels. Your Directors thank remuneration is as per thecustomersthe vendors and other business associates for their continued support inthe Company’s growth. Your Directors also wish to thank the government authoritiesbanks and members for their cooperation and assistance extended to the Company.

For and on behalf of the Board of Directors
of HCL Technologies Limited
Place: New Delhi India ROSHNI NADAR MALHOTRA
Date: April 23 2021 Chairperson

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