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HCL Technologies Ltd.

BSE: 532281 Sector: IT
NSE: HCLTECH ISIN Code: INE860A01027
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VOLUME 96175
52-Week high 1124.50
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P/E 16.82
Mkt Cap.(Rs cr) 133,738
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OPEN 960.00
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VOLUME 96175
52-Week high 1124.50
52-Week low 859.15
P/E 16.82
Mkt Cap.(Rs cr) 133,738
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 Shareholders

Your Directors have immense pleasure in presenting the Twenty SixthAnnual Report together with the audited financial statements for the financial yearended March 31 2018.

1. FINANCIAL RESULTS

Key highlights of the financial results of your Company prepared as perthe Indian Accounting Standards ("Ind AS") for the financial year ended March31 2018 are as under:

(Rs in crores)

Particulars Consolidated year ended Standalone year ended
March 31 2018 March 31 2017 March 31 2018 March 31 2017
Total Income 51786 48641 22775 20274
Total Expenditure 40775 38101 13650 11998
Profit before tax 11024 10542 9125 8276
Provision for tax (2302) (1936) (1763) (1403)
Share of profit of associates 13 2 - -
Profit for the year 8722 8606 7362 6873
Other Comprehensive Income 260 (301) (226) 405
Total Comprehensive Income 8982 8305 7136 7278
Total Comprehensive Income attributable to Owners of the Company 8981 8343 N.A. N.A.

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

On a standalone basis the Company achieved a revenue of Rs22775crores in the financial year 2017-18 and the profit for the financial year 2017-18isRs7362 crores .

On a consolidated basis the Company achieved a revenue of Rs51786crores in the financial year 2017-18 and the profit for the financial year isRs8722crores.

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

3. DIVIDEND

During the financial year ended March 31 2018 your Directors haddeclared and paid four interim dividends as per the details given below:

Interim dividend paid S. No. during the financial year ended March 31 2018 Date of Declaration Rate of dividend per share (face value of Rs2 each) Amount of dividend paid Dividend Distribution tax paid by the Company (Rs in crores) Total Out ow
1 1st Interim Dividend May 11 2017 Rs 6 856 174 1030
2 2nd Interim Dividend July 27 2017 Rs 2 278 56 334
3 3rd Interim Dividend October 25 2017 Rs 2 278 53 331
4 4th Interim Dividend January 19 2018 Rs 2 278 57 335
Total 1690 340 2030

The Board of Directors in its meeting held on April 30- May 2 2018declared an interim dividend of Rs2 per equity share of face value of Rs2 each fully paidup for the financial year 2018-19. The Directors did not recommend final dividend for thefinancial year ended March 31 2018

4. TRANSFER TO RESERVES

No amount was transferred to the General Reserve

Account for the financial year ended March 31 2018.

5. CHANGES IN CAPITAL STRUCTURE

The changes in the capital structure of the Company during the yearunder review are as follows:

(i) During the year under review the Company allotted 462960 fullypaid up equity shares of Rs2/- each under its Employees Stock Option Plan.

(ii) 35000000 fully paid up equity shares of Rs2/- each of theCompany were bought Services LLC became a step- back from the shareholders under theBuyback Offer made by the Company as on July 4 2017. The said shares were extinguished /physically destroyed on July 6 2017.

Issued and Paid-up share capital as on March 31 2018

As on March 31 2018 the issued subscribed and paid-up share capitalof the Company was Rs2784492768/- divided into 1392246384 equity shares of facevalue of

Rs2/- each.

6. DEBENTURES

Your Company has not issued any fresh debentures during the financialyear under review. In addition there are no debentures outstanding.

7. MANAGEMENT DISCUSSION AND ANALySIS

The Management Discussion and Analysis Report in terms of Regulation34 (3) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 is attached and forms apart of this Report.

8. SUBSIDIARIES / ACQUISITIONS

As on March 31 2018 the Company has 94 subsidiaries and 9 associatecompanies within the meaning of Sections 2(87) and 2(6) of the Companies Act 2013("Act") respectively. There has been no material change in the nature ofbusiness of the subsidiaries.

As per the provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries(which includes associate companies and joint ventures) in Form AOC-1 forms part of theAnnual Report.

As per the provisions of Section 136 of the Act the standalonefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited accounts in respect of subsidiaries shall be available onthe website of the Company. The Company would provide the annual accounts of thesubsidiaries and the related detailed information to the shareholders on specific requestmade to it in this regard by the shareholders.

The following acquisitions have been made by the

Company through its step-down subsidiaries during the year underreview:

HCL America Inc. (a wholly owned step down subsidiary of the Company)acquired Urban Fulfillment

Services LLC a limited liability company formed under the laws ofState of Delaware pursuant to which Urban Fulfillment wholly owned subsidiary of HCLAmerica Inc.

For the purpose of the said acquisition the Company incorporated HCLMortgage holdings LLC a limited liability company formed under the laws of State ofDelaware as a wholly owned subsidiary of HCL America Inc.

HCL Technologies UK Limited (a wholly owned step down subsidiary of theCompany) acquired ETL

Factory Limited a company formed under the laws of U.K. pursuant towhich ETL Factory Limited became the wholly owned subsidiary of HCL Technologies U.KLimited.

The Company acquired 8% equity shares of HCL Eagle

Limited from its JV partner viz. Great American Insurance Company USAthereby making HCL Eagle Limited a wholly-owned subsidiary of the Company.

Further as a part of the internal restructuring the following wereundertaken during the year under review:

The Company has incorporated HCL Technologies

Corporate Services Limited a private limited company under the lawsof United Kingdom.

The Company has transferred its entire shareholding in HCL Training& Staffing Services Private Limited

("HCL TSS") a wholly owned subsidiary of the Company to HCLComnet Limited another wholly owned subsidiary of the Company. Post the transfer ofshareholding HCL TSS has become a direct wholly-owned subsidiary of HCL Comnet Limitedand a step-down wholly-owned subsidiary of the Company.

Axon Solution Inc. a wholly owned subsidiary of HCL

America Inc. got merged with and into HCL America Inc. with effectfrom July 1 2017.

HCL Expense Management Services Inc. a step-down subsidiary of theCompany was not in operation and was therefore voluntarily dissolved.

Acquisitions / Joint Ventures after the close of the financial year:

HCL America Inc. (a wholly owned step down subsidiary of the Company)acquired Telerx Marketing Inc. (doing business as C3i Solutions) a company formed underthe laws of State of Delaware pursuant to which Telerx Marketing Inc. and all itssubsidiaries have become the wholly owned subsidiary(ies) of HCL America Inc. with effectfrom the date of completion of acquisition i. e. April 06 2018.

HCL America Inc. (a wholly owned step down subsidiary of the Company)has entered into a Joint Venture agreement with Sumeru Equity Partners a newlyincorporated technology and growth-focused private equity firm named as HCL TechnologiesSEP Holdings Inc. for the purpose of acquisition of Actian Corporation a provider of ahybrid data management company formed under the laws of State of Delaware.

Pursuant to the above agreement Actian Corporation and all itssubsidiaries will become the step down subsidiaries of HCL America Inc. with effect fromthe date of completion of acquisition which is expected in the current financialyear .

9. DIRECTORS AND KEy MANAGERIAL PERSONNEL

The Board of Directors of the Company consists of eleven members ofwhich three are Women Directors. The Board consists of one Whole-time Director and tennon-executive Directors of whom eight are independent Directors. The Whole-time Directoris the promoter director who is designated as the Chairman and Chief Strategy Officer ofthe Company.

Mr. Deepak Kapoor (DIN -00162957) was appointed as an AdditionalDirector by the Board of Directors of the Company w.e.f. July 26 2017. Subsequently atthe Annual General

Meeting of the Company held on September 21 2017 Mr. DeepakKapoor was appointed as an Independent Director of the Company in terms of section 149 of

Companies Act 2013 to hold office for a period of five years.

Mr. Amal Ganguli (DIN – 00013808) who was a Non-ExecutiveIndependent Director of the Company ceased to be a Director of the Company due to hisdemise on May 8 2017.

The Independent Directors have furnished the certificate ofindependence stating that they meet the criteria of Independence as mentioned underSection 149 (6) of the Act and Regulation 16 (1) (b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

As per the provisions of Section 152 (6) of the Act Ms. RoshniNadar Malhotra shall retire by rotation at the ensuing Annual General Meeting and beingeligible has offered herself for re-appointment as the Director of the Company.

Changes in the composition of the Board after the close of thefinancialyear :

Mr. Keki Mistry resigned as an Independent Director of the Companyw.e.f. April 30 2018. The Board places on record its sincere appreciation and gratitudefor Mr. Mistry's valuable services guidance and contribution to the Companyduring his tenure as a member of the Board and its Committees.

10. NUMBER OF MEETINGS OF THE BOARD

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

11. FAMILIARIzATION PROGRAMME

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

12. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and

SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015 an Annual Performance Evaluation is to be made bythe Board of its own performance and that of the Committees and individual Directors.

In view of the above the Annual Performance Evaluation was undertakenby the Board. The framework and criteria of evaluation was as approved by the Nominationand Remuneration Committee of the Company (basis the Guidance note on Board evaluationthat was issued by SEBI on January 5 2017). The process and criteria of evaluation isexplained in the Corporate Governance Report which forms part of this report.

13. AUDITORS

M/s. S.R. Batliboi and Co. LLP Chartered Accountants were appointedas the Statutory Auditors of your Company in the Annual General Meeting held on December4 2014 for a term of five years until the conclusion of the Twenty

Seventh Annual General Meeting of the Company to be held in the year2019.

14. AUDITORS' REPORT

There are no qualificationsreservations adverse remarks or disclaimermade by M/s. S.R. Batliboi and Co. LLP

Statutory Auditors in their report for the financial year ended March31 2018. The Statutory Auditors have not reported any incident of fraud to the AuditCommittee of the Company for the year under review.

15. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act M/s. Chandrasekaran AssociatesPracticing Company Secretaries were appointed as the Secretarial Auditor of the Company.The report of the Secretarial Auditor is enclosed as Annexure 1 to this Report. The reportis self-explanatory and does not call for any further comments. There are noqualifications reservations adverse remarks or disclaimer made by the

Secretarial Auditor in their report for the financial year ended March31 2018.

16. EXTRACT OF ANNUAL RETURN

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

17. DIRECTORS' APPOINTMENT AND REMUNERATION

In accordance with the provisions of the Companies Act 2013("Act") the Nomination and Remuneration Committee formulates the criteria fordetermining the qualifications positive attributes and independence of Directors in termsof its charter.

In evaluating the suitability of individual Board members theCommittee takes into account factors such as educational and professional backgroundgeneral understanding of the Company's business dynamics standing in the professionpersonal and professional ethics integrity and values willingness to devotesufficienttime and energy in carrying out their duties and responsibilities effectively.

The Committee also assesses the independence of Directors at the timeof appointment / re-appointment as per the criteria prescribed under the provisions of theAct and rules made thereunder and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Remuneration Policy for Directors Key Managerial Personnel andother employees are provided in the Corporate Governance Report forming part of thisReport.

18. AUDIT COMMITTEE

As on March 31 2018 the Audit Committee comprises of five IndependentDirectors viz. Mr. Keki Mistry Mr.

Subramanian Madhavan Mr. Deepak Kapoor Ms. Robin Ann Abrams and Ms.Nishi Vasudeva.

Mr. Deepak Kapoor was co-opted as a member of the Committee w.e.f.November 01 2017.

Mr. Keki Mistry ceased to be the Chairman of the Committee due to hisresignation from the board of the Company w.e.f. April 30 2018. Mr. Subramanian Madhavanwas appointed as the Chairman of the Committee in place of Mr. Keki Mistry.

All the recommendations made by the Audit Committee during thefinancial year 2017-18 were accepted by the

Board.

19. RISK MANAGEMENT COMMITTEE

As on March 31 2018 the Risk Management Committee comprises of fiveIndependent Directors viz. Mr. Keki

Mistry Mr. Subramanian Madhavan Mr. Deepak Kapoor Ms. Robin AnnAbrams and Ms. Nishi Vasudeva.

Mr. Deepak Kapoor was co-opted as a member of the Committee w.e.f.January 19 2018.

Mr. Keki Mistry ceased to be the Chairman of the Committee due to hisresignation from the board of the Company w.e.f. April 30 2018. Mr. Subramanian Madhavanwas appointed as the Chairman of the Committee in place of Mr. Keki Mistry.

All the recommendations made by the Committee during the financialyear 2017-18 were accepted by the Board.

20. RISK MANAGEMENT POLICy

The Board of the Company has formed a Risk Management Committee tointer-alia assist the Board in overseeing the responsibilities with regard to theidentification evaluation and mitigation of operational strategic and externalenvironmental risks. In addition the Audit Committee is also empowered to oversee theareas of risks and controls.

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

21. INTERNAL FINANCIAL CONTROL SySTEMS AND THEIR ADEQUACy

The Company's internal financial control systems are commensuratewith its size and the nature of its operations. The controls are adequate for ensuring theorderly and efficient conduct of the business and these controls are working effectively.These controls have been designed to provide reasonable assurance with regard to 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.

22. SIGNIFICANT AND MATERIAL ORDERS

by There are no significant the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.

23. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The particulars of loans guarantees and investments have beendisclosed in the financial statements.

24. TRANSACTIONS WITH RELATED PARTIES

The particular of transactions entered with related parties referred toin section 188(1) and applicable rules of the Companies Act 2013 has been given inAnnexure 3 in Form AOC-2 and the same forms part of this Report. The Company also has inplace a ‘Related Party Policy' which is available on the website of the Companyat https://www.hcltech.com/investors/governance-policies.

25. CORPORATE SOCIAL RESPONSIBILITy

The Corporate Social Responsibility ("CSR") committeecomprises of three members namely Mr. Shiv Nadar Ms. Roshni Nadar Malhotra and Mr.Subramanian Madhavan. The Committee is inter alia responsible for formulating andmonitoring the CSR Policy of the Company. A brief outline of the CSR Policy of the Companyand the initiatives undertaken by the Company is attached and forms part on CSR activitiesof thisduring the year are set out in Annexure 4 of this Report in the form asprescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. ThePolicy is available on the website of the Company at https://www.hcltech .com/investors/governance-policies.

26. DIVIDEND DISTRIBUTION POLICy

The Company has formulated and published a Dividend Distribution Policywhich provides for the circumstances under which shareholders may / may not expectdividend the financial parameters internal and external factors utilization of retainedearnings parameters with regard to different classes of shares. The provisions of thisPolicy are in line with Regulation 43A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Policy is available on the website of the Companyat https://www.hcltech.com/investors/governance-policies. The details of theDividend Distribution Policy forms part of the Corporate Governance Report annexed withthis Report.

27. TRANSFER OF UNCLAIMED SHARES AND UNCLIAMED DIVIDEND AMOUNTS TO IEPF

Pursuant to the provisions of Section 124 of the Companies Act 2013("Act") the dividend amounts which have remained unpaid or unclaimed for aperiod of seven consecutive years from the date of declaration have been transferred bythe Company to the Investor Education and Protection Fund ("IEPF") establishedby the Central Government pursuant to Section 125 of the Act. The details of the unpaid /unclaimed dividend amounts which will be transferred to IEPF in the subsequent years aregiven in the Corporate Governance section of the Annual Report.

Further according to the IEPF Authority (Accounting Audit Transferand Refund) Rules 2016 ("the IEPF Rules") the shares in respect of whichdividends have not been paid or claimed by the shareholders for seven consecutive years ormore were also required to be transferred to the demat account created by the IEPFAuthority. Accordingly during the year the Company transferred 78973 equity shares ofthe Company 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.

28. DEPOSITS

The Company has not accepted any deposits from public.

29. CORPORATE GOVERNANCE

The Corporate Governance Report in terms of Regulation

34 (3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 along with the Statutory Auditors certificate Report.

30. BUSINESS RESPONSIBILITy REPORT

The SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 mandates inclusion of BusinessResponsibility Report ("BRR") as part of the Annual Report for top 500 listedcompanies based on market capitalization. In Compliance with the regulation the Companyhas prepared a Business Responsibility Report ("BRR") which describes theinitiatives taken by the Company from an environmental social and governance perspectivefor the financial year 2017-18 and forms part of this Annual Report.

31. INSIDER TRADING REGULATIONS

Pursuant to the provision under SEBI (Prohibition of Insider Trading)Regulations 2015 the Company has formulated a Code of Conduct to Regulate Monitor andReport Trading by Insiders (‘Insider Trading Code') and a Code of Practices andProcedures for fair disclosure of Unpublished Price Sensitive Information (‘FairDisclosure Code') which are in force. The Fair Disclosure Code is available on thewebsite of the Company at https://www. hcltech.com/investors/governance-policies.

32. AWARDS AND RECOGNITIONS

Your Company relentlessly pursues excellence and is delighted toreceive phenomenal share of recognitions and awards this year not only from the mediabut also from analysts governing bodies academic institutions partners and evencustomers Some of the key honors received during the year include:

1. At the 2017 BMA B2 Marketing Awards the Company was awarded forexcellence in various categories such as ‘Existing Customer Retention andGrowth'; ‘Corporate Brand / Identity Program'; ‘DigitalAdvertising'; ‘Social Media'; ‘Custom Publishing'; ‘SportsMarketing' and ‘Marketer of the Year'. Further The Asian CustomerEngagement Forum (ACEF) awarded the Company for ‘Best Publication CapabilityCategory' and ‘Excellence in Brand management'.

2. The Company was bestowed with the Everest Group PEAK Matrix‘Service Provider of the Year™ 2017' award for ‘Cloud andInfrastructure Services (CIS)'.

3. The Company positioned as a leader in the Gartner Magic Quadrant forData Center Outsourcing and Infrastructure Utility Services in Europe 2017.

4. At the ‘National CSR Leadership Congress & Awards2017' presented by the World CSR Congress HCL Foundation has been conferred with‘Best Innovation in CSR' award for its role in promoting a more sustainable andequitable society.

5. In continued recognition of its innovative HR best practices theCompany was felicitated with gold awards at the 2017 Brandon Hall Group Excellence Awardsunder the categories of:

‘Best Advance in HR Data Analytics' category for ‘NewEmployee Turnover & Retention – Predictive Analytics'

‘Best Inclusion and Diversity Strategy' category for‘Gender Diversity at HCL America Inc. a step down wholly owned subsidiary of theCompany'

‘Best Advance in Women's Leadership

Development' category for ‘Women's LeadershipDevelopment Program'

6. The Company's Business Services has been conferred with‘Excellence in Automation' award at the ‘CMO Outsourcing Excellence Awards2017' hosted by CMO Asia in Singapore. The Company showcased how its servicecapabilities in automation management philosophy employee engagement policies andinnovation are transforming the entire customer journey for excellence.

7. DRYiCETM COPA (Cognitive Orchestrated Process Autonomics) Platformthat applies A.I. to drive enterprise–wide process automation & orchestration wonthe ‘Best Innovation in RPA' at the prestigious AIconics – the world'sonly independently judged AI awards at the AI Summit San Francisco.

8. The Company's Red Ladder Initiative was recognized as thefinalist at the 14th Annual Stevie Awards for

Women in Business in the category – ‘Women HelpingWomen'. The ‘Red Ladder' initiative helps women at the workplaceidentifying high performing leaders and supporting them towards effective leadershiproles.

9. The Company was conferred with ‘The key to the Heart ofGothenburg' award by Business Region Gteborg Sweden for being one of the mostimportant international businesses established in

2016 / 2017 and undertaking significant including launch of newdelivery centre and acquisition of Volvo's external IT business.

10. The IT Services Marketing Association (ITSMA) felicitated theCompany among 2017 Marketing Excellence Awards Winners for:

‘Best-in-class' in ‘Transforming Marketing for

Digital Leadership' by creating an agile data–drivenmarketing organization through frugal digital transformation.

Executing a 360 degree integrated campaign for

‘Driving business with Thought Leadership' by leveraging theCompany's first global survey on

IoT Adopters and a thought paper with MIT Sloan Management Review.

11. At the Kapost Customer Awards 2017 which recognize ‘The Bestof the Best in B2B Content Operations' the

Company was awarded the ‘Biggest Transformation of 2017' forautomating the content and digital marketing operations across the business.

12. The Company's Business Services has been conferred with‘NASSCOM Customer Excellence Awards 2017' in ‘Return on Investment'category for driving digital transformation for a leading UK–based bankingorganization. The Company showcased how it deployed the three lever BPM for digitaltransformation roadmap of the bank enabling faster service delivery greater visibilityacross teams and transparency of volumes and productivity.

13. The Company positioned in the Leadership zone for its AerospaceEngineering and Medical Devices services in the Zinnov Zones 2017 Product EngineeringServices report.

14. The Company has been named a Top Employer in the United Kingdom byThe Top Employers Institute for the twelfth consecutive year in recognition of itsbest–in–class employee engagement and people practices.

33. SUSTAINABILIT y

The Company believes in a better tomorrow and based on this strongbelief has embarked on a Sustainability 2020 programme. The Company's continuousfocus on improving all aspects of sustainability demonstrates its commitment to asustainable tomorrow without compromising on the well-being of its employees today. To dothis the Company partners with multiple stakeholders to form an inclusive working groupto create policies processes and other organizational measures. Today the SustainabilityDepartment runs a multi-layered corporate program to drive the sustainability vision.

The ongoing success of the programme depends on a consistent andsustainable vision ease and flexibility of implementation and most importantly EmployeeEngagement. At HCL sustainability actions are a part of everyday operations. It believesthat responsible investments in sustainability will generate long term value for all thestakeholders by improving competitiveness and reducing risk.

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

34. ORGANIzATION EFFECTIVENESS

Employee Strength and Expansion

The Company has reached an employee strength of 120000+ and hassuccessfully delivered an industry leading revenue per employee. Company continued itsfocus on talent localization strategy in global locations which we started in the last 10years and it is working well for us. Under the banner of the New Vistas program ouroperations in tier-2 cities in India like Madurai Lucknow Coimbatore Vijayawada andNagpur houses close to 6900 employees.

In FY18 human resource function continued to build on its organizationstrategy of - Mode 1-2-3. Our various initiatives were focused to simplify HR functionimpacting entire hire to retire cycle enhancing employee experience by deliveringdistinctive people practices. HR function collaborated with business for enhanced businessvalue addition by driving operational efficiencies and effective organization design.

Talent Acquisition Talent Development & Career

Management

Talent acquisition & talent management practices are aligned to ourMode 1-2-3 strategy. We have leveraged

Digital technologies to enhance the quality and experience of ourTalent Acquisition Talent Development and Career management programs.

Talent Acquisition

With an impressive gross hiring of about 33700 professionals acrossthe globe we leveraged artificial intelligence & data science to hire the righttalent at the right time. We deployed "Intelligent Neural Network" engine thatsearches through the database of a million+ candidate records & supports our talentacquisition along with prescriptive insights.

Training / Talent Development

The Company believes in LEARN.. UNLEARN... RELEARN. This is acontinuous process and it will bring in new models of employment and force organizationsto rethink Future of Work and Workplace.

We shifted focus on enhancing the business value through increasingpassion proficiency and value by enabling our employees to drive PerformanceProductivity and Innovation. Our training approach at client and business line level hashelped our employees to proactively identify training needs and deepen their skills in newtechnologies.

Last year our employees invested 1.6 million hours in training toenhance and learn new skills resulting in training of over 70000 unique employees

Over 15000 employees were trained on digital skills

Talent Development's prime focus is to enhance the behavioral andleadership competencies of the Individual Contributors Managers & Leaders.

In alignment to our Mode 1-2-3 strategy Talent Development at theCompany is committed to incorporate the next-gen skills and competencies to our employees.Our research with globally benchmarked vendors L&D associations & researchagencies led us to identify the new age competencies practiced industry wide andcapability development initiatives that align to Individual and Managerial Development.

CareerManagement

CareerConnect2.0isaprescriptivecareerrecommendation platformleveraging big data to provide a career concierge service to employees suggesting careerpaths learning mentors & jobs at the Company relevant to the employee'sprofile:

The value is to provide intelligent career paths to over

100 thousand employees for internal opportunities which has resulted indesigning and closing over 8000 Career Development Plans for our employees.

The Career-Connect 2.0 not only helps employees to choose career pathsas a prescriptive analytics engine but also suggests shortlisted internal jobs basis theirprofile instead of looking from a whole list of jobs available.

The pilot of the platform is progressing well as we have alreadywitnessed over 66000 hits and it will be ready for mass deployment over the next 2quarters.

Diversity

As an organisation the Company focuses on enhancing awareness andadvocacy to understand and accept diversity and inclusion; be it gender cultureethnicity or ability. The Company truly believes in building Relationships Beyond theContract and therefore our focus on women advancement is not just limited to internalemployees but externally also in the communities we operate in.

The Company has taken a three-tiered approach to improve genderdiversity and inclusion outcomes which has helped us sustain our overall gender diversityrate at 24%. The three key elements of the Company's gender diversity strategyinvolve:

1. Leadership commitment and extensive ongoing advocacy to address theunconscious bias in the workplace

2. On-boarding multiple stakeholders and driving the agenda based ondiversity and inclusion goals of the respective unit wherein the framework is global butthe implementation is to suit varied business and location needs

3. Two enabling programs for women leadership development which arebased on formal mentoring.

ASCEND is the key diversity initiative which provides a platform towomen leaders for their career development through range of experiential learningpowering up the network and creating visibility in the leadership forums. Theprogram's key elements include Creation of DAPs Mentoring by senior leaders PeerMentoring Action Learning Projects and Leadership Webinar Series.

The second program is called ‘Stepping Stones' which is afocused career development program to enable mid-level Women employees to realise theircareer aspirations and potential to help them in their developmental journey.

The Company has also launched ‘iBelieve – Company'sSecond Career Program for Women' a platform for women to restart their tech careersafter a break. The program was launched in Chennai recently though the Company will beextending this program to other locations too. The program focuses on refreshing thecandidates existing skills and provides training on new age technologies to make themfuture ready. To be eligible applicants must have had a career break of 2 to 6 yearsafter a minimum of 2 years of work experience. Women who meet the eligibility criteriawill undergo a rigorous selection process where they are assessed on their currentknowledge and are allocated a suitable job role & salary commensurate to theirprevious experience. The training period varies from 1 month to

3 months depending on the candidates skill proficiency assessed duringthe selection process. The program has received overwhelming response and candidates arecurrently undergoing assessments as part of the selection process.

These initiatives along with our Networking & Advocacy sessions– "iMotivate" "Feminspiration" "Women Connect""BlogHer" wherein successful women leaders address the aspiring young leadershelp HCLites gain insight into successful leadership as well as understand perspectives ongender matters.

Recognition of HCL Culture and Engagement Practices across the world

To reinforce alignment of core beliefs and actions the Companycontinues to transform its policies processes and practices. This has further enabled andempowered the employees a fact that has been well recognized by various industry forumsand leading associations.

HCL Continues to be Employer of Choice across the globe

In FY 18 the Company has been named as one of the most sought-afteremployers in India. Surpassing its peers and major contenders from other industries inLinkedIn ranking the Company ranks at #6 amongst all industries put together &at no. 1 amongst IT Services company to feature in the Top 10 attractive employer for thesecond consecutive year by LinkedIn.

The Company was recognized as the Top Employer in UK for the Twelfthconsecutive year by Top

Employers Institute UK for its distinctive culture and employmentpractices among which Ideaprenuership plays a major role.

Leadership Development Programs & Gender Diversity RecognizedGlobally

The Company is committed to gender diversity which reflects in ourpractices and initiatives like " Ascend" – our women leadershipdevelopment agship program where senior women leaders are given a platform to learn& exhibit transformational leadership which won Gold award in Best Advance in womenleadership development by Brandon Hall Group.

One of the wholly owned subsidiaries of the

Company HCL America Inc. was also recognized for Best diversity& Inclusion strategy for Gender Diversity showcasing our programs for women careerdevelopment programs by Brandon Hall.

Superior learning experience delivered through our asset Harvardlearning program Certified HCL Career Program enables leaders to manage projectseffectively through gamified learning has been recognized by Leap vault. ThisPractice is winning Awards globally from past 3 Quarters & making the Company Proud.

Brandon Hall Recognised Sharpen the Saw practice with Silver ofthe Company in Best Advance in leadership development.

Our Social Career Development & Advanced Talent Analytics hasbecome industry benchmarks

The Company's flagship social career navigation platform

Career connect has been recognized as Excellence in Practice by ATD(Association of Talent Development) as it enables crowdsourced career management for itsemployees through peers colleagues and its managers to design a disruptive career path.This is introduced to design the individual's Career Path in the organization in linewith their aspirations.

The Company's New employee turnover & retention-predictiveanalytics practice have won Gold in Best Advance in HR Data analytics by Brandon Hall.

35. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGYABSORPTION

FOREIGN EXCHANGE EARNINGS AND OUTGO

Disclosures of particulars as required under Section 134(3)

(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 to the extent applicable to the Company are set out in Annexure 5 to thisReport.

36. DIRECTORS' RESPONSIBILITy STATEMENT

A statement of responsibility of the Directors relating to compliancewith the financial accounting and reporting requirements in respect of the financialstatements as specified under Section 134(3)(c) of the Act is annexed as

Annexure 6 to this Annual Report.

37. STOCK OPTIONS PLANS

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

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

38. PARTICULARS OF EMPLOyEES

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

a. The ratio of the remuneration of each director to the medianremuneration of the employees of the

Company for the financial year:

Name of Director Ratio to median remuneration of employees
Executive Director
1. Mr. Shiv Nadar* 66.58
Non-Executive Directors
2. Mr. Keki Mistry 8.93
3. Mr. Ramanathan Srinivasan 14.58
4. Ms. Robin Ann Abrams 15.57
5. Ms. Roshni Nadar Malhotra 10.24
6. Mr. Subramanian Madhavan 10.67
7. Mr. Sudhindar Krishna Khanna 7.92
8. Dr. Sosale Shankara Sastry 12.10
9. Mr. Thomas Sieber 11.21
10. Ms. Nishi Vasudeva 8.59
11. Mr. Deepak Kapoor^ -

The remuneration of Non-Executive Directors also includes sitting feespaid during the year.

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

^Mr. Deepak Kapoor was appointed as Director w.e.f. July 26 2017.Hence the said information is incomparable and not provided.

b. The percentage increase in remuneration of each director chiefexecutive officer chief financial officer company secretary in the financial year:

Sl. Name of Director / Key No. Managerial Personnel % increase in remuneration in the financial year
Directors
1. Mr. Shiv Nadar(1) (66.25)
2. Mr. Keki Mistry 4.04
3. Mr. Ramanathan Srinivasan 4.15
4. Ms. Robin Ann Abrams 1.71
5. Ms. Roshni Nadar Malhotra 18.89
6. Mr. Subramanian Madhavan 5.82
7. Mr. Sudhindar Krishna Khanna 0.34
8. Dr. Sosale Shankara Sastry 4.80
9. Mr. Thomas Sieber (2.96)
10. Ms. Nishi Vasudeva(2) -
11. Mr. Deepak Kapoor(3) -
Key Managerial Personnel
12. Mr. C. Vijayakumar (President and Chief Executive Officer) (4) -
13. Mr. Anil Kumar Chanana (Chief Financial Officer) 5.59
14. Mr. Manish Anand (Company Secretary) 8.73

The remuneration of Non-Executive Directors also includes sitting feespaid during the year.

(1) The % has been calculated after taking into account theremuneration drawn from the Company as well as the subsidiaries.

(2) Ms. Nishi Vasudeva was appointed as Director w.e.f. August 1 2016.Hence the said information is incomparable and not provided.

(3) Mr. Deepak Kapoor was appointed as Director w.e.f. July 26 2017.Hence the said information is incomparable and not provided.

(4) Mr. C. Vijayakumar was appointed as the President and ChiefExecutive Officer w.e.f October 20

2016. Hence the said information is incomparable and not provided.

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

3.20%

d. The number of permanent employees on the rolls of Company: Therewere 50853 permanent employees on the rolls of the Company. In addition the Company had69228 number of employees on the rolls of its subsidiaries.

e. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: The average annual increase was 3.20%. There is 3.00%increase in the managerial remuneration during the year.

f. Affirmation that the remuneration is as per the remuneration policyof the Company: The

Company affirms that the remuneration is as per the

Remuneration Policy of the Company.

39. STATEMENT OF EMPLOyEES PURSUANT TO RULE 5(2) THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL)

RULES 2014

A list containing top ten employees in terms of the remuneration drawnin the financial year 2017-18 and a statement containing the names of the employeesemployed throughout the financial year and in receipt of remuneration of Rs1.02 crores ormore and employees employed for part of the year and in receipt of Rs8.50 lacs or more permonth pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as Annexure 8 to this Annual Report.

40. VIGIL MECHANISM / WHISTLE BLOWER POLICy

The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including Directors contributions made by theemployees of the Company to report genuine concerns and to ensure strict compliance withethical and legal standards across the Company. The provisions of this Policy are in linewith the provisions of the Section 177(9) of the Act and SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015 and is available on the website of theCompany at https://www.hcltech .com/ investors/governance-policies. The details of WhistleBlower Policy forms part of the Corporate Governance Report annexed with this AnnualReport.

41. DISCLOSURE UNDER SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Prevention and Redressal of SexualHarassment at Work Place Policy in line with the requirements of Sexual Harassment ofWomen at

Workplace (Prevention Prohibition and Redressal) Act

2013. The Company has constituted a committee for the redressal of allsexual harassment complaints. These matters are also being reported to the AuditCommittee. The details of the Policy and the complaints are given under CorporateGovernance Report and Business Responsibility Report respectively.

42. ACKNOWLEDGEMENTS

The Board wishes to place on record its appreciation of the thesignificant

Company and its subsidiaries during the year under review. The Companyhas achieved impressive growth through the competence hard work solidarity cooperationand support of employees at all levels. Your Directors thank the customers vendors andother business associates for their continued support in the Company's growth. YourDirectors also wish to thank the Government Authorities Banks and Shareholders for theircooperation and assistance extended to the Company.

For and on behalf of the Board of Directors
SHIV NADAR
Chairman and Chief Strategy Officer
Place: Noida (U.P.) India
Date: May 02 2018