Ar 14868 Hcltech 2018 2019 12072019232920
Ar 14868 Hcltech 2018 2019 12072019232920
Ar 14868 Hcltech 2018 2019 12072019232920
Subiect: Intimation of 27th Annual General Meeting and Book Closure dates
Dear Sir,
This is to inform you that the Twenty Seventh Annual General Meeting of the members of HCL
Technologies Limited will be held on Tuesday, 6th day of August, 2019 at 11:00 AM. at The Stein
Auditorium, Habitat World, at the India Habitat Centre, Lodhi Road, New Delhi— 110003.
Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members of
the Company will remain closed from July 31 2019 to August 2, 2019 (both days inclusive).
A copy of the Notice of the AGM and Annual Report for the financial year 201 8-19 are enclosed
herewith.
Thanking you,
Yours faithfully,
Manish Anand
Company Secretary
HCL TECHNOLOGIES LIMITED
Corporate Identity Number-L74140DL1991PLC046369
Registered Office: 806, Siddharth, 96, Nehru Place, New Delhi – 110 019
Corporate Office: Plot No.: 3A, Sector 126, Noida-201 304, UP, India
Website: www.hcltech.com ; E-mail ID: [email protected]
Tele-Fax: + 91 11 26436336
NOTICE
NOTICE is hereby given that the Twenty Seventh Annual the conclusion of the Thirty Second AGM of the Company to be
General Meeting (‘AGM’) of the members of HCL Technologies held in the year 2024.”
Limited (“Company”) will be held on Tuesday, 6th day of August,
“RESOLVED FURTHER THAT the Board of Directors of the
2019 at 11:00 A.M. at The Stein Auditorium, Habitat World,
Company (including any Committee(s) of the Board) be and is
at the India Habitat Centre, Lodhi Road, New Delhi-110 003,
hereby authorized to fix remuneration of the Statutory Auditors
(Entry from gate number 3 on Vardhman Marg) to transact the
during their tenure and reimburse their travelling and out of
following business:
pocket expenses.”
ORDINARY BUSINESS:
SPECIAL BUSINESS:
Item No. 1 - Adoption of Financial Statements along with
Item No. 4 - Re-appointment of Mr. R. Srinivasan as an
the Reports of the Board of Directors and of the Auditors
Independent Director of the Company
thereon
To consider and, if thought fit, to pass the following resolution
To receive, consider and adopt the Audited Financial Statements
as Special Resolution:
(including Audited Consolidated Financial Statements) of the
Company for the financial year ended March 31, 2019 together “RESOLVED THAT pursuant to the provisions of Sections
with the Reports of the Board of Directors and of the Auditors 149, 150, 152 read with Schedule IV and any other applicable
thereon. provisions of the Companies Act, 2013 (“Act”) and the
Companies (Appointment and Qualification of Directors),
Item No. 2 - Re-appointment of Mr. Shiv Nadar as Director
Rules, 2014 and applicable provisions of the Securities and
liable to retire by rotation
Exchange Board of India (Listing Obligations and Disclosure
To appoint a Director in place of Mr. Shiv Nadar Requirements) Regulations, 2015 (“SEBI LODR Regulations”)
(DIN - 00015850), who retires by rotation and being eligible, (including any statutory modification(s) or re-enactment thereof
offers himself for re-appointment. for the time being in force), Mr. R. Srinivasan (DIN - 00575854),
Independent Director of the Company, who has submitted a
Item No. 3 - Appointment of Statutory Auditors declaration that he meets the criteria of independence under
Section 149(6) of the Act and is not debarred from holding the
To appoint Statutory Auditors of the Company to hold office
office of director by virtue of any SEBI order or any other such
from the conclusion of this Annual General Meeting until the
authority, who is eligible for re-appointment for a second term
conclusion of the Thirty Second Annual General Meeting of the
under the provisions of the Act and the rules made thereunder
Company and to fix their remuneration.
and SEBI LODR Regulations and in respect of whom the
To consider and, if thought fit, to pass the following resolution Company has received a notice in writing from a member
as an Ordinary Resolution: signifying his candidature for the office of Director pursuant
to Section 160 of the Act, be and is hereby re-appointed as
“RESOLVED THAT pursuant to the provisions of Section an Independent Director of the Company not liable to retire
139,142 and all other applicable provisions, if any, of the by rotation for another term effective from August 6, 2019 till
Companies Act, 2013 and the rules made thereunder (including the conclusion of AGM to be held in the year ending March
any statutory modification(s) or re-enactment thereof for the 31, 2024.”
time being in force), and pursuant to the recommendations
of the Board of Directors, approval of the members of the “RESOLVED FURTHER THAT Mr. R. Srinivasan shall continue
Company be and is hereby accorded to appoint B S R & to be an Independent Director even after attaining the age of 75
Co. LLP, Chartered Accountants (ICAI Firm Registration No. years during his tenure of directorship.”
101248W/W-100022) as Statutory Auditors of the Company, in “RESOLVED FURTHER THAT in the event the AGM of the
place of retiring auditors S. R. Batliboi & Co. LLP (Registration Company for the year ended March 31, 2024 is not held on
No. 301003E /E00005), to hold office for a period of five years or before August 5, 2024, the tenure of Mr. R. Srinivasan
from the conclusion of this Annual General Meeting (‘AGM’) till (DIN - 00575854) as an Independent Director shall end on
August 5, 2024.”
1
“RESOLVED FURTHER THAT for the purpose of giving effect to 4. The Board of Directors has not recommended final dividend
this resolution, the Board of Directors (including the Nomination on equity shares for the year ended March 31, 2019.
and Remuneration Committee) be and is hereby authorized to 5. Route Map of the venue of the AGM is given at the end of
do all such acts, deeds, matters and things as it may in its sole the Notice.
and absolute discretion deem necessary or expedient in this
regard.” 6. Brief profile of Directors to be appointed/re-appointed
including nature of their expertise, names of Companies in
By order of the Board of Directors which they hold directorships and committee memberships,
For HCL Technologies Limited shareholding in the Company and relationships with other
directors, is provided under Additional Information Section
Manish Anand of this Notice.
Company Secretary
Membership No.: FCS-5022 7. A Statement pursuant to Section 102(1) of the Act, setting
out the material facts relating to the Special Business to be
Date: July 8, 2019 transacted at the AGM forms part of this Notice.
Place: New Delhi 8. Members are advised to update their address and NEFT /
NOTES NACH details, in respect of shares held in physical form,
with the Company’s Registrar and Share Transfer Agent,
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE M/s. Alankit Assignments Limited (Unit: HCL Technologies
ANNUAL GENERAL MEETING (“AGM”) IS ENTITLED Limited), 205-208, Anarkali Complex, Jhandewalan
TO APPOINT A PROXY TO ATTEND AND VOTE ON Extension, New Delhi-110055 and in respect of shares
A POLL INSTEAD OF HIMSELF/HERSELF AND THE held in electronic form, with the respective Depository
PROXY NEED NOT BE A MEMBER OF THE COMPANY. Participant with whom the demat account is maintained,
THE PROXY FORM, DULY COMPLETED AND SIGNED, to get the dividends and other correspondence in the right
MUST BE RECEIVED AT THE REGISTERED OFFICE bank account or at the registered address.
OF THE COMPANY, NOT LESS THAN FORTY-EIGHT
9. Pursuant to Sections 20, 101 and 136 of the Act read
HOURS BEFORE THE SCHEDULED TIME OF THE AGM.
with the relevant Rules made thereunder, Companies can
A BLANK PROXY FORM IS ENCLOSED WITH THIS
serve the Notice of AGM, Annual Reports, Proxy Form,
NOTICE.
Attendance Slip and other notices and communications
2. PURSUANT TO THE PROVISIONS OF SECTION 105 OF through electronic mode to those members who have
THE COMPANIES ACT, 2013 (“ACT”) AND THE RULES registered their e-mail IDs either with the Company or
FRAMED THERE UNDER, A PERSON CAN ACT AS with the Depository Participant(s). Physical copies of
A PROXY ON BEHALF OF NOT MORE THAN FIFTY the Notice of the AGM, Annual Report, Proxy Form and
MEMBERS AND MEMBERS HOLDING IN AGGREGATE Attendance Slip are being sent to those members who
NOT MORE THAN TEN PERCENT OF THE TOTAL have not registered their e-mail IDs with the Company or
SHARE CAPITAL OF THE COMPANY CARRYING the Depository Participant(s).
VOTING RIGHTS.
3
(ii) If your email ID is not registered, your ‘initial 7. You can also take the printout of the votes cast by you
password’ is communicated to you on your by clicking on the print option on the confirmation page.
postal address.
8. Once you confirm your vote on the resolution, you will
6. If you are unable to retrieve or have not received the not be allowed to modify your vote.
“Initial password” or have forgotten your password:
General Guidelines for Members
a) Click on “Forgot User Details/Password?” (If you
1. Institutional shareholders (i.e. other than individuals,
are holding shares in your demat account with
HUF, NRI etc.) are required to send scanned copy
NSDL or CDSL) option available on www.evoting.
(PDF/JPG format) of the relevant Board Resolution
nsdl.com
Authority letter etc. with the attested specimen
b) “Physical User Reset Password?” (If you are signature of the duly authorized signatory(ies) who
holding shares in physical mode) option available are authorized to vote, to the Scrutinizer by e-mail
on www.evoting.nsdl.com to [email protected] with a copy marked to
[email protected]
c) If you are still unable to get the password by
aforesaid two options, you can send a request 2. It is strongly recommended not to share your password
at [email protected] mentioning your demat with any other person and take utmost care to keep your
account number/folio number, your PAN, your password confidential. Login to the e-voting website
name and your registered address. will be disabled upon five unsuccessful attempts to key
in the correct password. In such an event, you will need
d) Members can also use OTP (One Time Password)
to go through the “Forgot User Details/Password?” or
based login for casting the votes on the e-voting
“Physical User Reset Password?” option available on
systems by NSDL.
www.evoting.nsdl.com to reset the password.
7. After entering your password, tick on Agree to “Terms
3. In case of any queries, you may refer the Frequently
and Conditions” by selecting on the check box.
Asked Questions (FAQs) for Shareholders and
8. Now, you will have to click on “Login” button. e-voting user manual for Shareholders available at
the download section of www.evoting.nsdl.com or call
9. After you click on the “Login” button, Home page of on toll free no.: 1800-222-990 or send a request at
e-voting will open. [email protected]
Details on Step 2 are given below: 24. Mobile number and e-mail ID can also be updated in the
How to cast your vote electronically on NSDL e-voting user profile details of the folio which may be used for
system? sending future communications.
1. After successful login at Step 1, you will be able to see 25. The voting rights of members shall be in proportion to their
the Home page of e-voting. Click on e-voting. Then, shares of the paid-up equity share capital of the Company
click on Active Voting Cycles. as on the cut-off date i.e. July 30, 2019.
2. After click on Active Voting Cycles, you will be able to 26. The poll process shall be conducted and scrutinized and
see all the companies “EVEN” in which you are holding report thereon will be prepared in accordance with Section
shares and whose voting cycle is in active status. 109 of the Act read with the Companies (Management and
Administration) Rules, 2014.
3. Select “E-voting event number” (‘EVEN’) of “HCL
Technologies Limited” for casting your vote. 27. The Company has appointed Mr. Nityanand Singh,
Practicing Company Secretary, (Membership no.
4. Now you are ready for e-voting as the Voting page FCS:2668) as the Scrutinizer to scrutinize the remote
opens. e-voting process and the ballot to be cast by the members
at the AGM in a fair and transparent manner.
5. Cast your vote by selecting appropriate options i.e.
assent or dissent, verify/modify the number of shares 28. The Scrutinizer shall after the conclusion of voting at the
for which you wish to cast your vote and click on AGM, first count the votes cast at the AGM and there after
“Submit” and also “Confirm” when prompted. unblock the votes cast through remote e-voting in the
Brief profile of Mr. S. Madhavan is enclosed and detailed profile In the opinion of the Board of Directors she fulfils the condition
is available on www.hcltech.com. specified in the Act for such re-appointment and such
appointment is independent of the management. Accordingly,
In the opinion of the Board of Directors he fulfils the condition the Board of Directors recommends the passing of resolution
specified in the Act for such re-appointment and such set out in Item No. 6 as a Special Resolution.
appointment is independent of the management. Accordingly,
the Board of Directors recommends the passing of resolution Except, Ms. Robin Ann Abrams and her relatives, none of
set out in Item No. 5 as a Special Resolution. the Directors or Key Managerial Personnel of the Company
and their relatives, are in any way concerned or interested,
Except, Mr. S. Madhavan and his relatives, none of the financially or otherwise, in the resolution as set out in item
Directors or Key Managerial Personnel of the Company
no. 6 of the Notice.
and their relatives, are in any way concerned or interested,
financially or otherwise, in the resolution as set out in item no. The Board of Directors recommends the resolution as set out
5 of the Notice. at Item no. 6 for approval of the members to be passed as a
Special Resolution.
The Board of Directors recommends the resolution as set out
at Item no. 5 for approval of the members to be passed as a Item No. 7
Special Resolution.
In accordance with the provisions of the Act and SEBI LODR
Item No. 6 Regulations, an Independent Director can be appointed for
a maximum of two terms of five years each. The first term is
In accordance with the provisions of the Act and SEBI LODR
to be counted w.e.f. the Annual General Meeting falling after
Regulations, an Independent Director can be appointed for a
April 1, 2014. Dr. Sosale Shankara Sastry was appointed as an
maximum of two terms of five years each. The first term is to be
Independent Director of the Company for a term of five years
counted w.e.f. the Annual General Meeting falling after April 1,
up to the date of AGM scheduled in the year 2019.
2014. Ms. Robin Ann Abrams was appointed as an Independent
Director of the Company for a term of five years up to the date Based on the recommendation of the Nomination and
of AGM scheduled in the year 2019. Remuneration Committee, the Board of Directors of the
Company at their meeting held on May 9, 2019, have
Based on the recommendation of the Nomination and
recommended the re-appointment of Dr. Sosale Shankara
Remuneration Committee, the Board of Directors of the
Sastry for the second term as provided in the resolution.
Company at their meeting held on May 9, 2019, have
recommended the re-appointment of Ms. Robin Ann Abrams The Company has received a declaration from Dr. Sosale
for the second term as provided in the resolution. Shankara Sastry confirming that he meets the criteria of
Independence as prescribed under Section 149(6) of the Act
The Company has received a declaration from Ms. Robin Ann
and as per SEBI LODR Regulations. In the opinion of the Board
Abrams confirming that she meets the criteria of Independence
of Directors, he fulfils the conditions specified in the said Act
as prescribed under Section 149(6) of the Act and as per SEBI
and is independent of the management. A copy of the draft
LODR Regulations. In the opinion of the Board of Directors, she
letter for re-appointment of Dr. Sosale Shankara Sastry setting
fulfils the conditions specified in the said Act and is independent of
out the terms and conditions is available for inspection at the
the management. A copy of the draft letter for re-appointment of
Registered Office of the Company on any working day between
Ms. Robin Ann Abrams setting out the terms and conditions is
11.00 a.m. IST to 1.00 p.m. IST upto the date of AGM and will
available for inspection at the Registered Office of the Company
also be available for inspection at the venue of the AGM and
on any working day between 11.00 a.m. IST to 1.00 p.m. IST
available on the website of the Company.
upto the date of AGM and will also be available for inspection
at the venue of the AGM and available on the website of the The Company has received consent in writing and other
Company. relevant disclosures from Dr. Sosale Shankara Sastry.
The Company has received consent in writing and other In terms of Section 160 of the Act, the Company has received a
relevant disclosures from Ms. Robin Ann Abrams. notice in writing from a member of the Company proposing the
Brief profile of Dr. Sosale Shankara Sastry is enclosed and Accordingly, the members of the Company in the Annual
detailed profile is available on www.hcltech.com. General Meeting held in the year 2014 had granted authority to
the Board of Directors to pay the aforesaid commission to the
In the opinion of the Board of Directors he fulfils the condition
Non-Executive Directors upto the financial year 2019.
specified in the Act for such re-appointment and such
appointment is independent of the management. Accordingly, It is now proposed to seek fresh approval of the members to
the Board of Directors recommends the passing of resolution authorise the Board of Directors for a period of five financial
set out in Item No. 7 as a Special Resolution. years commencing from April 1, 2019 and extending upto and
including the financial year of the Company ending on March
Except, Dr. Sosale Shankara Sastry and his relatives, none
31, 2024.
of the Directors or Key Managerial Personnel of the Company
and their relatives, are in any way concerned or interested, All Non-executive directors may be deemed to be concerned or
financially or otherwise, in the resolution as set out in item no. interested in the resolution set out at Item No. 8 of the Notice to
7 of the Notice. the extent of the remuneration by way of commission that may
be received by them.
The Board of Directors recommends the resolution as set out
at Item no. 7 for approval of the members to be passed as a Mr. Shiv Nadar, Chairman and Chief Strategy Officer being
Special Resolution. related to Ms. Roshni Nadar Malhotra, is also interested
in this resolution to the extent of commission, if any, paid to
Item No. 8
Ms. Roshni Nadar Malhotra.
The Non-Executive Directors can be paid remuneration only
None of the Key Managerial personnel of the Company or their
by way of commission. The aggregate commission to all the
relatives are in any way concerned or interested, financially or
Non-Executive Directors cannot exceed one percent per
otherwise in this resolution.
annum of the net profits of the Company.
The Board of Directors recommends the resolution as set out
The approval to pay commission to the Non-Executive Directors
at Item no. 8 for approval of the members to be passed as a
is granted by the members of the Company and the maximum
Special Resolution.
10
Name of the Directors Ms. Robin Abrams Dr. Sosale Shankara Sastry
Date of Birth (Age in years) 12-May-1951 (68) 15-May-1956 (63)
Date of Appointment 04-Dec-2014 04-Dec-2014
Qualifications Bachelor of Arts and a Juris DoctorB.Tech from Indian Institute of Technology, Bombay; M.S.
Degree from the University of EECS (1979),University of California, Berkeley; M.A.
Nebraska Mathematics (1980), University of California, Berkeley
and Ph.D. EECS, University of California, Berkeley
Experience and expertise in Strategic Planning and Management. Electronic Research, InformationTechnology Sector,
specific functional area Cybersecurity and Critical Infrastructure Protection.
Shareholding in HCL - -
Technologies Limited
Relationship with other None None
Directors / KMPs
Directorships / Committee - -
Membership and
Chairmanship held in other
listed companies
Notes:
1. The Directorship, Committee Membership and Chairmanships do not include positions in Foreign companies, unlisted
companies, private companies and Section 8 companies.
2. The proposal for re-appointment of Directors has been approved by the Board of Directors pursuant to the recommendation
of Nomination and Remuneration Committee considering their skills, experience and positive outcome of performance
evaluation.
3. Terms and conditions of re-appointment and remuneration are as per the Nomination and Remuneration Policy of the
Company.
4. Detailed profile of Directors, number of meetings of the Board of Directors attended by them during the financial year and
remuneration drawn are provided in the Corporate Governance Report which forms part of the Annual Report.
11
12
Board of Directors
806, Siddharth 96, Nehru Place Plot No.: 3A, Sector 126,
New Delhi - 110019 Noida - 201 304
Telefax: +91-11-26436336 Telephone: +91 120 6125000
Bankers
Directors’ Report 36
2 Contents
• Talent Update
o Talent Composition
o Talent Acquisition & Development
o Diversity & Inclusion
o Recognition of HCL Culture & Engagement Practices
o Compliance at HCL
• Risk Management
o Technology Adoption and Consumption Risk
o Political and Economic Risk
o Regulatory Compliance Risk
o Business Continuity Risk
o Information and Cyber Security Risk
o Privacy Risk
o Foreign Exchange Risk
o Acquisitions and Strategic Partnerships Risk
o HR Related Risk
o Tax Related Risk
• Performance trend
o Value Addition
• Financial Performance
• Consolidated Results
o Results of Operations
o Taxation
o Financial Position
o Cash Flows
o Key Financial Ratios
• Standalone Results
o Results of Operations
o Financial position
o Cash flows
o Key Financial Ratios
• There is a continuing shift in market buying patterns Our Mode 1 encompasses core services in the areas of
with “As a Service” Outsourcing growing thrice Applications, Infrastructure, Engineering and Research &
compared to traditional sourcing growing in high single Development Services (ERS) and Digital Process Operations
digits. (DPO) to transform clients’ businesses and Information
Technology (IT) landscape, making them ‘lean’ and ‘agile’.
• Since every business is becoming software defined The primary goal in this mode is to augment clients’ business
and technology led business models are emerging competencies through extreme automation and operational
in every vertical, the technology investment is more agility. We continue to see healthy demand for these services
than ever business outcome aligned and would be as mentioned earlier about the large market opportunities for
sustained through economic cycles. traditional services.
• Technology Infrastructure is becoming core to Digital We also see the strong emerging trend of integrated market
Transformation as Digital Foundation. Some of the opportunities by combining various traditional services
key components of this include Hybrid cloud, Platform and even new technologies into single client engagement.
centric approach and Digital Workplace shift from This demand allows for end to end ownership, agile service
device to users to experience. execution and business outcome led service delivery. Some of
We have started to see AI becoming core to business the strategic deals we won this year had our various services
transformation in 2019, especially smart machine learning offerings including Application Services, Infrastructure services
algorithms and advanced robotics. AI adoption will strengthen and Digital Process Operations.
further, with smart, autonomous machines leveraging the We also had other deal wins we had this year included our
new technology to perform tasks traditionally accomplished product engineering led business operations, Infrastructure,
by humans. Drones and autonomous cars will continue Applications combined with our Mode 2 Services coming
transforming supply chains and logistics. Enterprises that can together as a digital transformation proposition etc. As we look
optimally leverage the power of such disruptive technologies into the future, HCL is well positioned to win more integrated
will gain a competitive advantage across business functions. deals and execute them to the utmost satisfaction of our clients.
The growth of augmented analytics, expected to represent
the third major wave for data and analytics, will be a crucial Under Mode 2, we offer experience-centric and outcome-
determinant in this direction, with over 40% of data science based integrated offerings including Digital and Analytics,
tasks projected to be automated by 2020. IOTWoRKS™ (Internet of Things), Cloud Native, and Cyber-
Security. We have also built several innovation laboratories
Tomorrow’s organizations have already started moving beyond all over the world for Digital, Analytics, IoT Works, and Cloud
simply offering products and services. They are moving closer Native Services. Our scale digital programs that empower
• HCL Software – A combination of organic IP, acquisitions HCL offers a full life cycle of consulting services and proven
and IP partnerships across segments like Data, DevOps, delivery capabilities aligned with the needs of specific
Automation, Mainframe, Collaboration and Marketing & industries and sectors and tailored for each client need. HCL’s
Commerce. applications business is structured around various integrated
horizontal capabilities, allowing us to offer a unified approach in
• DRYiCE – AI powered foundation for digital enterprise to
developing the right solutions for client business needs. During
transform & simplify IT, Business and Digital Operations.
the year, we have also successfully implemented our DRYiCE
• Industry focused IP Platforms – Outcome aligned AI led automation platform in various customer engagements.
platforms that aligns client interest with HCL’s business DRYiCE for Application Services help the organizations to
goals in high growth verticals like Telecom, Financial enhance their user experience, improve productivity, faster
Services, Healthcare, Manufacturing and Aerospace. GTM and cost reduction. Through this unique combination of
In each of these categories, we continue to invest in new AI led automation, extensive experience in industry verticals
propositions that have been well received by clients during the and people expertise, we provide powerful solutions to address
year. Additional information can be found in the detailed section our client needs.
on Mode 3. While traditional systems integration services remain critical
We leverage the power of employees’ ideas exemplified by with the shifting applications landscape, clients are now
the concept of IdeapreneurshipTM. It is a culture that fosters seeking partners that can also help them take advantage of
grassroots innovation based on the belief of inverting the emerging technologies and simplify their IT operations, while
organizational pyramid to engage, enable, and empower front- simultaneously reducing costs and investing in business growth.
line employees who are best placed to cater to customers’ Using end-to-end IT capabilities – from systems integration to
businesses. Thus, our ‘Relationships Beyond the Contract’ application maintenance and support – we deliver value-driven
(RBtC), powered by IdeapreneurshipTM, provides the solutions designed to help organizations maximize their return
opportunity to ideate, collaborate, and create unique ideas to on investment, enhance business productivity, and reduce the
solve customers’ business problems. By taking relationships total cost of technology ownership.
beyond the contract, HCL focuses on building long-term,
Building Partnerships
mutually beneficial associations with customers.
HCL identified client and technology partnerships at the core
At HCL, we are interested in how humanity’s relationship
of its growth strategy almost at inception. There is a plethora
with technology will evolve through the next decade of
of partnership led business opportunities available to the most
rapid innovation. HCL has launched HCL 2030 Platform in
innovative and flexible service provider. We recognize the
World Economic Forum this year as a part of the theme of
importance of investing in and developing strong intellectual
human-machine harmony with its ecosystem of partners
property and offerings in new and emerging technology areas.
and stakeholders. This will serve as a platform for in-depth
We continue to work with clients to drive business outcomes
discussions with future leaders and innovators to drive
through large IT program delivery, with leading enterprise
transformation across digital technologies.
application providers – SAP, Oracle, and Microsoft.
Our ‘Global to Local Campaign’, which was recently launched
In the SAP space, HCL is transforming our customers’
with the US 30 and followed with the Nordics 10 campaigns,
traditional SAP application landscape to post-modern ERP
is aligned with our 2030 Vision. Over the next year, HCL will
SAP business platform landscape with a focus on S/4HANA®,
continue these campaigns across all major geos, each with
C/4HANA, ARIBA and SAP Cloud Platform (SCP) as the core
its own distinct local flavor, yet tied to our global vision and
building blocks. An MOU was signed between HCL and SAP
fabric.
in 2018 for the program DIGITALignitionTM, which focuses the
two companies on delivering an Experience-centric Intelligent
Digital Workplace Services: Our digital workplace services are designed to create a modern digital user experience and enhance
productivity on the go. The service leverages our SMART Workplace Model with its four pillars as shown in the picture below.
We have gone a step further by shaping the Digital Workplace time to market and certified integration, ensuring an agnostic
Service for Gen-Y. For this, we use our automation platform ecosystem, end-to-end.
DRYiCETM that creates self-help and self-healing capabilities
DRYiCETM Autonomics and Orchestration: HCL DRYiCETM
to empower users with reliable, secure, personalized and any-
forms the Automation and Orchestration backbone of most
place-any-time-any-device access to the workplace. The key
of our services. With more than 40 integrated modules
goals are to maintain a data-driven, collaborative and engaging
featuring latest autonomics technologies such as Machine
environment.
Learning, Deep learning, Cognitive and Natural Language
Next Generation Network Services: These services enable Processing, Robotic Process Automation, Predictive Analytics
a secure, agile, automated, efficient, and optimized network and Artificial Intelligence – DRYiCETM enables the Enterprise
for organizations. Next Generation Network offerings are IT to be agile and efficient. It brings self-service, dynamic
differentiated by an IP and AI driven orchestration layer provisioning and proactive monitoring and management at
across network portfolio and services- Automating NetOps the core of data centers, enables employees and service desk
2.0 through ‘NetBot’, Cognitive network assessment through agents to be more productive and tackle higher order tasks,
‘NetAssess’ and redefining collaboration user experience and networks to be self-healing and optimized. With built-in
using Bots as Co-Worker through ‘Rendezvous’. Innovation service orchestration, actions can be triggered across complex
is and will continue to be central to network strategy. We processes and ecosystems to ensure that business reacts fast
continue to drive technology disruptions in areas such as SDN to changing conditions.
(Sensus) and Multi-Cloud network transformation, integrating
Enterprise Platform Services: HCL’s Enterprise Platform
programmability to the fabric of network infrastructure, making
Services (EPS) are designed to deliver comprehensive, full
it virtualized, automated and readily adaptable to changing
stack, pre-validated solutions to support adoption of digital and
workload needs and hybrid cloud ecosystem. Our positioning
cloud platforms including private and public PaaS & containers,
of ‘Network Service Integrator’ framework is a key driver for
Middleware, Database, SAP. Customers use our integrated
growth, catalyzing new market penetration and global reach,
end-to-end EPS solutions to build future-ready infrastructure,
adding value through partnerships, ensuring quality, faster
IoTWoRKSTM, the dedicated Internet of Things (IoT) business Each roadmap is custom-created to solve a business
unit of HCL Technologies, enables organizations to maximize challenge, and results in key business outcomes like increased
effectiveness, and returns on their asset investments by co- productivity, minimized inefficiencies, creation of new revenue
creating best-in-class IoT driven solutions. These solutions streams and innovative business models.
HCL, in partnership with Indra, launched its Active Grid Management solution
Smart for the North American market, aiming to help create the next generation of dis-
Clinical tribution grids. This solution leverages loT to create situational awareness for
electric distribution grids, hence helping to improve efficiency, drive revenue,
Trial Solution and transform the way grids operate.
IT Asset Tracking
and Management
HCL has launched a Radio Frequency Identification (RFID)-led IT Asset Tracking and Solution
Management solution with the aim to enhance asset onboarding, transform inventory
auditing processes, and improve asset visibility through location monitoring of IT
assets.
The plug and play solution harnesses the power of loT and enables enterprises to
locate critical Information Technology assets in real time along with curbing potential
losses incurred due to asset theft and misplacement. By leveraging systems integra-
tion along with asset tracking technology, the solution helps enhance automate asset
security and manage workflows/processes, resulting in improved operational
efficiency and productivity.
HCL Cloud Native Labs: The HCL Cloud Native Labs enable Infrastructure and cloud security
Cloud Native transformation by accelerating adoption. The Application security
HCL Cloud Native Labs are the only set of facilities in the
Identity and access management
world that can demonstrate a global hybrid, multi-region,
production environment based on VMware, DELL and Pivotal. Governance, risk, and compliance
The labs will also provide immersive training to help large Data security
enterprises undertake the cultural transformation necessary Disaster recovery and business continuity planning
to successfully adopt modern cloud-native approaches to
software development. With over 3,500 dedicated security professionals,
6 Cybersecurity Fusion Centers (CSFC) spread across the
Cybersecurity & GRC globe which have cognitive and global threat intelligence
built into them, and 40+ global delivery locations, HCL’s
In today’s dynamic business landscape, it is important for
Cybersecurity and GRC Services protect some of the world’s
organizations to focus on protecting their vital Information
largest companies across industry verticals and geographies.
Technology (IT) resources, whilst strengthening internal control
From strategy, architecture, and consulting services to system
and corporate governance. To do this, companies require an
integration and managed security services, HCL as a partner
effective mechanism that will help them achieve security and
can help clients build a future-ready and secure enterprise.
trust in their business transactions driven by IT systems, while
meeting regulatory compliance and managing stakeholder Mode 3: Products and Platforms
demand. With our dynamic cybersecurity framework, firms can
integrate and orchestrate key processes, increase reliability Our products and platforms strategy involve a combination of
and reputation, and capture opportunities while mitigating organic and inorganic IPs, along with partnership led innovations.
uncertainty. We continue to see client needs for product and platforms that
automate operations & drive agility, solve business challenges
Cybersecurity & Governance, Risk and Compliance end to end through flexible investment models, create value
(GRC), which is an integral part of HCL’s Mode 2 strategy out of data and protect technology investments. HCL continues
helps organizations embrace a dynamic cybersecurity posture to look out for opportunities to grow this portfolio to create a
and mitigate uncertainty by neutralizing threats. The rapid complete suite of offerings in the chosen areas.
changes in technology have exposed organizations to an
increased threat of security breaches. An enterprise’s need The large-scale deployments of these products provide us with
for Cybersecurity & GRC, and an effective business continuity a great opportunity to reach and serve thousands of global
capability have become even more critical with the advent of enterprises across a wide range of industries and markets.
new age technologies such as cloud, digital and analytics, Products and Platforms continues connecting the dots between
Internet of Things (IoT) etc. Organizations need an experienced the existing strengths while looking beyond tomorrow and
and mature cybersecurity partner who drives business growth aligning with the trends shaping the future. We are building a
while helping ensure compliance with business and regulatory world-class software products business, committed to bringing
requirements. speed, insights, and innovations to create enduring value for
our customers. As mentioned earlier, we have three broad
The HCL Cybersecurity & GRC business helps organizations segments in Mode 3 – HCL Software, DRYiCE and Industry
manage the industry shifts that are changing the way Platforms. The details are mentioned below.
businesses operate. We provide the full spectrum of services
required to meet the threats and vulnerabilities across all HCL Software
verticals and protect the 360-degree landscape of a customer
across IT and cyber-connected systems. Our Dynamic This critical part of our Mode 3 offerings has evolved through
Cybersecurity framework helps our customers move from a our IP Partnerships, acquisitions and subsequent organic
‘static’ to a ‘dynamic’ posture to deal with an ever-escalating investments. Our software offerings are organized in the
threat landscape, offering a full spectrum of services covering: following structure
Strategy and architecture Data – Data platforms, data integration and data
analytics.
Transformation and integration
Mainframes – Application modernization and
Managed services
mainframe tools.
Automation – Workload automation and edge During the financial year, HCL acquired Palo Alto based
management. Actian, a leading vendor of hybrid data management and
Marketing & Commerce – Platforms that support analytics products. Actian will play a critical role in enhancing
marketing campaigns and eCommerce activities HCL’s Mode 3 offerings in data management products and
platforms. Actian’s products when combined with HCL’s Mode
Collaboration – Collaboration workflow and productivity
2 solution offerings like Cloud Native, Digital and Analytics, and
applications.
DRYiCE™, will be a powerful proposition to harness the power
The software products in scope represent a total addressable of hybrid data.
market of more than $50 billion and include:
DRYiCE
Appscan for secure application development,
DRYiCE is the organic IP software unit of HCL Technologies,
BigFix for secure device management,
which focuses on building industry-leading software products
Unica (on premise) for marketing automation, to simplify and transform IT and business operations leveraging
Commerce (on premise) for omnichannel e-commerce, AI and cloud. DRYiCE’s mission is to become the Enterprise
Portal (on premise) for digital experience, AI Foundation. DRYiCE software products act as a key
differentiator by bringing in automation for Mode 1 and 2
Notes and Domino for e-mail and low-code rapid
services. The DRYiCE portfolio focuses on three core areas
application development,
– AIOPS, XaaS Service Orchestration, and Business Flow
Connections for workstream collaboration, and Intelligence. DRYiCE is quickly becoming recognized as the AI
Actian for Hybrid data management foundation of our clients’ enterprise solutions and offers end-to-
end automation across IT services and business operations. A
These platforms embrace the real-world complexity of multi- brief description of the DRYiCE products and platforms follows:
mode IT that ranges from mainframe to the cloud and everything
in between. We believe in working with partners, creating high- AIOPS Portfolio:
value business models that integrate software and services,
and finding new ways to innovate (big and small) to delight our 1. DRYiCE iAutomate is an automated remediation
customers. engine that brings in the power of AI for smart runbook
automation in tandem with orchestration engines.
We are intensely customer-focused in our product roadmaps,
lab advocacy, transparent development processes, high- 2. DRYiCE LUCY is an AI-powered cognitive assistant
velocity releases, and consultative field operations teams. Since that automates industry-wide use cases through smart
September 2016, we have produced more than 340 partner conversations.
releases and over 90 HCL releases. Each of these releases 3. DRYiCE MyCloud is a proactive multi-cloud lifecycle
is essentially a response to the strong demand we have been management product that combines data exploration
seeing from our clients who are active users of these platforms. and data visualization to enable effective analysis and
Here are some of the major releases: actionable insights for IaaS/PaaS/SaaS.
UrbanCode Deploy v7.0 (major release after five 4. DRYiCE MyXalytics is an intelligent reporting and
years) AI-based predictive analytics solution that provides a
Unica v11.0 (major release after two years) custom-tailored view of operations.
Collaboration Suite v10 (major release after five years)
5. DRYiCE MTaaS is a private cloud-based enterprise
Test Suite v9.x (Eight major releases since September management platform for delivery of IT management
2016) tools.
Mainframe: PCOMM v13, HOD v13, HATS v9.6, HACP
6. DRYiCE iAssure is an integrated AI-led service
EE v1.0, FA v14.1, FM v14.1, CICS IA v5.5, CICS DA
assurance platform, with the vision of simplifying and
v5.3
transforming enterprise IT operations.
LEAP v9.0 in (major release after four years)
XaaS Service Orchestration Portfolio:
New (v1.0) Releases
1. DRYiCE SX is a cloud-native catalog aggregation and
Design Room Live!
fulfillment orchestration platform for various services
UrbanCode Velocity from multiple suppliers in an e-commerce style service
marketplace.
Annual Report 2018-19 15
o South Africa: HCL has invested over R 1.3M IT services are getting aligned more towards business outcomes
to promote a high quality technology-enabled and digital business-enablement, as enterprises are changing
environment for students at the University of through digital business transformation, which includes
Johannesburg (UJ), and inaugurated an Electrical connected platforms and new industry revenue streams.
Engineering Computer Lab, to which it has
Increased adoption of cloud/SaaS products through
donated 64 computers. HCL is also supporting
widespread adoption of hardware virtualization, Service
bursaries to the tune of R 780000 to 15 students
oriented architecture, and autonomic and utility computing
studying Computer Science. HCL is supporting
has led to growth in cloud computing. The increased adoption
Nelson Mandela Foundation by sponsoring the
of cloud allows to have technology solutions up and running
Mandela Day Library Project as part of Literacy
faster, with improved manageability and less maintenance.
program in local schools.
SaaS (Software as a Service), in which the application serves
HCL Foundation Academy - As part of its outreach, multiple businesses and users, has resulted in changes in the
HCLFA and IIM Bangalore-CCGC are hosting a way software is licensed and services are delivered.
series of CSR and SDG Roundtables, Dialogues
Additionally, risk management has become central to
and Conversations, with relevant stakeholders. The
technology planning and implementation as stakeholders have
Roundtable Series 1: Role of Responsible Business
become much more concerned about risk. Technology product
for achieving SDGs with focus on “Livelihood
and service providers will have to demonstrate to their clients
Enhancement” was held at the Management
about a holistic, coordinated, and integrated process to address
Development Centre at IIM Bangalore in March
these concerns and manage risk throughout the organization.
in the presence of NGOs & various stakeholders
working in the development sector. The first such HCL Strategy
initiative explores how corporates can align their CSR
initiatives with SDGs in the area of livelihood and Among the top IT service providers, HCL has a unique
entrepreneurship. proposition that encompasses a combination of Intellectual
Properties and comprehensive integrated services portfolio as
Award - HCLF recognised as Top 10 Responsible Businesses part of its Mode 1-2-3 strategy. This strategy has been proven
in India at Social and Business Enterprise Responsible Awards successful in this financial year through strategic large wins
2018 (SABERA). Ms. Nidhi Pundhir, Director – HCL Foundation, and record bookings through the year more than once.
was felicitated under the ‘101 Most Impactful CSR Leaders’
Talent Listing by World CSR Day in February 2019. HCL helps global enterprises re-imagine and transform
their businesses through digital technology transformation.
Risk Management Through Mode 1, HCL delivers core services in the areas of
applications, infrastructure, BPO, and Engineering & R&D,
With the vision to integrate risk management with the overall
leveraging DRYiCE autonomics and orchestration to transform
strategic and operational practices, HCL has established
clients’ business and IT landscapes, making them “lean”
an Enterprise Risk Management Policy and Framework,
and “agile”. Mode 2 focuses on the experience-centric and
as a comprehensive set of components that provide the
outcome-oriented integrated offerings of Digital & Analytics,
foundations and organizational arrangements for designing,
6. Privacy Risk The Company uses foreign exchange forward contracts and
options to mitigate the risk of movements in foreign exchange
Risk rates associated with receivables and forecast transactions
in certain foreign currencies. This is governed by policy and
The access to internal/employee data and to customer-owned
processes determine by the Board which defines the period of
data which occurs because of certain outsourced relationships,
hedges and % of risk to be covered.
Annual Report 2018-19 23
Value Addition
Revenue has increased from ` 36,701 crores in fiscal 2015 to ` Market capitalization has increased from ` 129,315 crores in
60,427 crores in fiscal 2019, with a compounded annual growth fiscal 2015 to ` 147,489 crores in fiscal 2019.
rate (CAGR) of 12.7% over the last two years.
Profit for the year has increased from ` 7,317 crores in fiscal The net worth of the Company has increased from ` 24,367
2015 to ` 10,120 crores in fiscal 2019. crores to ` 41,366 crores in fiscal 2019.
*FY 15-16 numbers are for nine months period as the Company has changed the
financial year to align with the Companies Act requirement
Consolidated results
This part of the Management Discussion and Analysis refers to the consolidated financial statements of HCL (“the Company”
or “the Parent Company”) and its subsidiaries referred to as “the Group”. The discussion should be read in conjunction with
the financial statements and related notes to the consolidated accounts of HCL for the year ended 31 March 2019 prepared in
accordance with the Indian Accounting Standard (referred to as “Ind AS”), prescribed under Section 133 of the Companies Act,
2013, read with the Companies (Indian Accounting Standard) rules as amended from time to time.
Comments:
Revenue from operations increased to ` 60,427 crores in FY 2019 as compared to ` 50,569 crores in FY 2018 resulting in
a growth of 19.5%.
Profit before tax (PBT) increased to ` 12,622 crores in FY 2019 as compared to ` 11,011 crores in FY 2018 resulting in a
growth of 14.6%.
Profit for the year (PAT) increased to ` 10,120 crores in FY 2019 as compared to ` 8,721 crores in FY 2018 resulting a
growth of 16.0%.
Revenues
The Group derives its revenue from three segments viz Software services, IT Infrastructure services and Business Process
Outsourcing services.
The Group also reviews its business on a geographic basis. The following table classifies total revenue by geographic areas:
(` in Crores)
Year Ended
Particulars 31 March 2019 31 March 2018
Amount % of total Amount % of total % Increase
America 35,972 59.6% 29,463 58.4% 22.1%
Europe 16,136 26.7% 13,843 27.4% 16.6%
India * 2,118 3.5% 1,995 3.9% 6.1%
Rest of the world 6,201 10.2% 5,268 10.3% 17.7%
Total Service Revenue 60,427 100.0% 50,569 100.0% 19.5%
* includes revenue billed to India based captive of global customers.
US geography has grown by 22.1%, Europe by 16.6% and Rest of the world by 17.7% in Fiscal 2019.
Employee benefit expense includes salaries which have fixed and variable component, contributions to retirement and pension
schemes. It also includes expenses incurred on staff welfare.
Outsourcing costs include a) outsourcing of several customers related activities e.g. hosting services, facilities management,
disaster recovery, maintenance, break fix services etc. and b) hiring of third party consultants from time to time to supplement the
in house teams.
Employee benefits expense has increased by ` 4,554 crores compared to previous year. The increase in employee cost is
primarily on account of increase in number of employees (137,965 in fiscal 2019 as compared to 120,081 in fiscal 2018) and an
increase in the average cost per employee due to normal salary revisions.
The employee benefits expense and outsourcing costs as a % of revenue has reduced from 66.0% to 64.7% in current year.
Other expenses
(` in Crores)
Year Ended
Particulars 31 March 2019 31 March 2018
Amount % Revenue Amount % Revenue % Increase
Rent 761 1.3% 566 1.1% 34.5%
Power & Fuel 336 0.6% 313 0.6% 7.3%
Travel and conveyance 1,815 3.0% 1,461 2.9% 24.2%
Communication costs 306 0.5% 285 0.6% 7.4%
Repairs and maintenance 592 1.0% 445 0.9% 33.0%
Software license fee 509 0.8% 323 0.6% 57.6%
Others 1,442 2.4% 1,226 2.4% 17.6%
Total 5,761 9.5% 4,619 9.1% 24.7%
Other expenses as a % of revenue has increased from 9.1% in previous year to 9.5% in current year.
Depreciation and amortization expense as % of revenue has increased from 2.7% in the previous year to 3.4 % in current year
mainly on account of increase in depreciation of computers by ` 194 crores, amortisation of licensed IPRs by ` 348 crores and
other intangibles by ` 113 crores.
Other Income
Exchange differences
The Group derives over 97% of its revenues in foreign currencies and over 75% of its costs are incurred in foreign currencies. This
exposes the Group to risks of adverse variations in foreign currency exchange rates.
Exchange rates for major currencies with respect to INR are given below:-
Average Rate USD GBP EURO AUD
For the Year Ended March 31,2019 69.75 91.67 80.58 50.87
For the Year Ended March 31,2018 64.52 85.32 74.94 49.96
Depreciation/(appreciation) (%) 8.1% 7.4% 7.5% 1.8%
The Group uses foreign exchange forward contracts and options to mitigate the risk of movements in foreign exchange rates
associated with receivables and forecast transactions in certain foreign currencies. During the current fiscal year, the Group had
an exchange gain of ` 182 crores (previous year ` 581 crores). These exchange differences are a) on account of restatement
of foreign currency assets and liabilities, b) exchange gain (loss) incurred on forward covers/ options on occurrence of hedge
transactions for which cash flow hedge accounting is being followed, and c) mark to market impact of other hedges.
The Group follows cash flow hedge accounting in respect of forward covers and options to hedge the foreign exchange risks
related to the forecast revenues. Exchange gain (loss) arising on such forward covers, where a hedged transaction has occurred
during the year, has been included under ‘exchange difference’ and changes in the fair value of derivatives (net of tax), that are
designated and effective as hedges of future cash flows as on the balance sheet date, are recognized directly in the hedging
reserve account under ‘Shareholders Funds’. The total unrealized exchange (loss) gain (net of tax) recognized in the hedging
reserve account as at 31 March, 2019 is ` 171 crores (previous year ` 137 crores).
Taxation
Tax expense as a percentage of profit before tax has decreased from 20.9% in the previous year to 19.8% in fiscal 2019. Tax
expenses percentage in current year is lower on account of reversal of tax provision carried in certain jurisdiction.
(` in Crores)
31 March 2019 31 March 2018
ASSETS
(a) Property, plant and equipment 5,293 4,560
(b) Capital work in progress 235 320
(c) Goodwill 9,061 6,799
(d) Other intangible assets 8,534 7,394
(e) Other non-current assets 5,730 4,392
(f) Current assets
Investments 2,220 2,357
Trade receivables 11,706 9,639
Cash and bank balances 7,872 4,018
Loans 1,312 3,410
Other current assets 6,612 5,134
TOTAL ASSETS 58,575 48,023
EQUITY
(a) Equity share capital 271 278
(b) Other equity 41,198 36,108
TOTAL EQUITY 41,469 36,386
LIABILITIES
(a) Non - current liabilities 4,807 1,530
(b) Current liabilities 12,299 10,107
TOTAL EQUITY AND LIABILITIES 58,575 48,023
The Group has made addition to gross block by ` 1,898 crores (previous year ` 1,298 crores) in property, plant & equipment during
fiscal 2019, which mainly comprises computers and networking equipment, plant and equipment’s and investment in facilities.
Capital work - in- progress stood at ` 235 crores (previous year ` 320 crores).
The Group has made addition to goodwill by ` 2,095 crores (previous year ` 45 crores) for acquisitions consummated during the
year [ for details refer note no 2 to consolidated financial statement].
The Group has also made addition to intangibles by ` 2,357 crores (previous year ` 3,477 crores) mainly for purchase of licensed
IPRs.
Treasury Investments
The guiding principles of the Group’s treasury investments are safety, liquidity and return. The Group has efficiently managed its
surplus funds through careful treasury operations.
The Group deploys its surplus funds in fixed deposits with banks, inter-corporate deposits and investments in debt mutual funds
and bonds, with a limit on investments with any individual bank/fund.
(` in Crores)
Particulars 31 March 2019 31 March 2018
Debt Mutual Funds 994 2,357
Bonds 1,226 260
Fixed Deposits with Banks 3,885 2,522
Inter-corporate deposits 1,664 3,643
Total 7,769 8,782
Current and non-current assets, excluding treasury assets increased by ` 7,515 crores (` 20,168 crores in fiscal 2018 to
` 27,683 crores in fiscal 2019); the increase is mainly on account of increase in balance with banks in current accounts by ` 2,576
crores (mainly due to increase in balance with EEFC account by ` 2,610 crores in fiscal 2019), trade receivables by ` 2,067 crores,
deferred tax assets (net) by ` 618 crores, deferred contract cost (previously classified as deferred cost ) by ` 529 crores, finance
lease receivables by ` 548 crores, prepaid expenses by ` 434 crores, unrealized gain on derivatives financials instruments by
` 114 crores and contract assets (previously classified as unbilled revenue) by ` 436 crores , classification of unbilled revenue has
been changed to contract assets on account of adoption of Ind AS 115 w.e.f 1 April 2018.
Shareholder’s Fund
(a) The Company has an authorized share capital of ` 300 crores, divided into 1,500,000,000 equity shares of ` 2 each. During
the year, employees exercised their options for 396,120 equity shares under the employee’s stock option plans 2004.
(b) During the year, the Company has carried out the share buyback of 36,363,636 fully paid-up equity shares of face value of
` 2/- each at a price of ` 1,100/- per share paid in cash for an aggregate consideration of ` 4,000 crores. The same has been
recorded as reduction of Equity Share Capital by ` 7 crores and Other Equity by ` 3,993 crores.
(c) The Consolidated Shareholder’s Fund of the Group stood at ` 41,469 crores as at 31 March 2019 (previous year ` 36,386
crores).
Borrowings
The Group had outstanding non-current borrowings of ` 2,977 crores and current borrowings of ` 1,218 crores as at 31 March
2019 (previous year non-current borrowings of ` 338 crores and current borrowings of ` 219 crores). The Group had taken
borrowings to fund the acquisitions consummated during the year and to meet the working capital requirements.
Current and non-current liabilities, excluding borrowings, increased by ` 1,831 crores (` 11,080 crores in fiscal 2018 to ` 12,911
crores in fiscal 2019); the increase is mainly on account of increase in accrued salaries and benefits by ` 490 crores, contract
liabilities (previously classified as revenue received in advance) by ` 416 crores, trade payables by ` 387 crores and liabilities
towards non- controlling interest by ` 378 crores in the form of compound financial instrument (financial liability) recorded as part
of joint venture agreement in case of acquisition consummated during the year.
CASH FLOWS
(` in Crores)
Year Ended
31 March 2019 31 March 2018
Cash and cash equivalents at the beginning of the year 1,699 1,321
Net cash generated from operating activities 8,971 8,328
Net cash used in investing activities (3,073) (2,283)
Cash flows used in financing activities (1,462) (5,714)
Effect of exchange differences on cash and cash equivalents held in foreign currency (201) 47
Cash and cash equivalents at the end of the year 5,934 1,699
The Group generated net cash from operating activities of ` 8,971 crores in FY 2019 (` 8,328 crores in FY 2018)
(` in crores)
Year Ended
31 March 2019 31 March 2018
Operating profit before working capital changes 14,058 11,918
Effect of working capital changes (2,466) (1,234)
Cash generated from operations 11,592 10,684
Tax payments made (2,621) (2,356)
Net cash generated from operating activities 8,971 8,328
In fiscal 2019 the Group used ` 3,073 crores for investing activities (` 2,283 crores in fiscal 2018). The significant items of investing
activities were:-
The Group used ` 3,434 crores for purchase of property, plant and equipment and intangible assets in fiscal 2019 (` 5,321
crores in fiscal 2018).
During the current fiscal, the Group has made payment of ` 2,828 crores (net of cash acquired) as purchase consideration
(Previous year ` 107 crores), for acquisitions consummated during the year [for details refer note no 2 to consolidated
financial statements].
Fixed deposits with banks (net) of ` 380 crores have been matured in fiscal 2019 (matured ` 5,403 crores in fiscal 2018).
Interest on deposits received in fiscal 2019 of ` 511 crores (` 500 crores in fiscal 2018.)
Payment of dividends including taxes of ` 1,321 crores (` 2,031 crores in fiscal 2018).
During the year, the Company has carried share buyback of 36,363,636 fully paid-up equity shares of face value of ` 2/- each
at a price of ` 1,100/- per share paid in cash for an aggregate consideration of ` 4000 crores.
The company had net borrowing of ` 3,623 crores during the fiscal 2019.
Inventory turnover ratio has changed by 112.9% as compared to previous year mainly on account of decrease in average inventory.
Interest coverage ratio and debt equity ratio have changed by 82.1% and 562.9% respectively as compared to previous year
mainly on account of increase in borrowing to ` 4,195 crores from ` 557 crores as compared to previous year alongwith related
interest cost on borrowing.
The Group return on net worth has increased to 24.5% from 24.0% during the year mainly on account of profit earned by the Group
` 10,120 crores during the year.
Standalone results
The discussion in the paragraphs which follow should be read in conjunction with the financial statements and related notes
relevant to the standalone results of HCL Technologies Limited (herein referred to as “HCL” or “the Company”) for the year ended
31 March 2019 prepared in accordance with the Indian Accounting Standard (referred to as “Ind AS”), prescribed under Section
133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standard) rules as amended from time to time.
Comments:
Revenue from operations increased to ` 26,012 crores in FY 2019 as compared to ` 22,073 crores in FY 2018 resulting in
a growth of 17.8%.
Profit before tax (PBT) increased to ` 9,931 crores in FY 2019 as compared to ` 9,125 crores in FY 2018 resulting in a
growth of 8.8%.
Profit for the year (PAT) increased to ` 8,185 crores in FY 2019 as compared to ` 7,362 crores in FY 2018 resulting in a
growth of 11.2%.
EQUITY
(a) Equity share capital 271 278
(b) Other equity 30,168 27,285
TOTAL EQUITY 30,439 27,563
LIABILITIES
(a) Non - current liabilities 638 562
(b) Current liabilities 6,379 4,693
TOTAL EQUITY AND LIABILITIES 37,456 32,818
Current and non – current assets, excluding treasury assets increased by ` 4,948 crores (` 13,944 crores in fiscal 2018 to
` 18,892 crores in fiscal 2019); the increase is mainly on account of increase in balance with banks in current accounts by ` 2,606
crores(mainly due to increase in balance with EEFC account by ` 2,610 crores in fiscal 2019), trade receivables by ` 818 crores,
deferred tax assets by ` 601 crores, unbilled receivable (previously classified as unbilled revenue) by ` 470 crores and deferred
contract cost (previously classified as deferred cost) by 171 crores.
Current and non-current liabilities, excluding borrowings, increased by ` 1,760 crores (` 5,207 crores in fiscal 2018 to ` 6,967
crores in fiscal 2019); the increased is mainly on account of increase in trade payable by ` 1,823 crores, contract liabilities
(previously classified as revenue received in advance) by ` 224 crores and decrease in liabilities for expenses by ` 306 crores.
CASH FLOWS
(` in crores)
Year Ended
31 March 2019 31 March 2018
Cash and cash equivalents at the beginning of the year 210 352
Net cash generated from operating activities 8,676 6,339
Net cash generated from / (used) in investing activities 995 (973)
Cash flows used in financing activities (5,335) (5,547)
Net increase / (decrease) in cash and cash equivalents 4,336 (181)
Effect of exchange differences on cash and cash equivalents held in foreign currency (23) 39
Cash and cash equivalents at the end of the year 4,523 210
The Company generated net cash from operating activities of ` 8,676 crores in FY 2019 (6,339 crores in FY 2018)
(` in crores)
Year Ended
31 March 2019 31 March 2018
Operating profit before working capital changes 10,523 9,532
Effect of working capital changes 231 (1,468)
Cash generated from operations 10,754 8,064
Tax payments made (2,078) (1,725)
Net cash generated from operating activities 8,676 6,339
The Company used ` 2,312 crores for purchase of property, plant and equipment and intangible assets (` 4,339 crores in
fiscal 2018).
Fixed deposits with banks (net) of ` 365 crores have been realized during the year (` 5,498 crores in fiscal 2018).
Interest on deposits and dividends from subsidiary company received in fiscal 2019 of ` 485 crores (` 492 crores in
fiscal 2018).
In fiscal 2019 the Company used ` 5,335 crores in financing activities (` 5,547 crores in fiscal 2018). The significant items of
financing activities are:-
Payment of dividends including taxes ` 1,321 crores (` 2,031 crores in fiscal 2018).
During the year, the Company has carried share buyback of 36,363,636 fully paid-up equity shares of face value of ` 2/- each
at a price of ` 1,100/- per share paid in cash for an aggregate consideration of ` 4,000 crores.
Inventory turnover ratio has changed 49.4% as compared to previous year mainly on account of decrease in average inventory.
The Company return on net worth has increased to 26.9% from 26.7% during the year mainly on account of profit earned by the
Company ` 8,185 crores during the year.
Your Directors have immense pleasure in presenting the Twenty Seventh Annual Report of HCL Technologies Limited (“HCL” or
the “Company”) together with the audited financial statements for the financial year ended March 31, 2019.
1. FINANCIAL RESULTS
Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards (Ind AS)
for the financial year ended March 31, 2019 are as under:
(` in crore)
Consolidated Standalone
Particulars Year ended Year ended
March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018
2. BUSINESS OVERVIEW AND STATE OF AFFAIRS The Company leverages its global network of integrated
co-innovation labs and global delivery capabilities to
The Company is a leading global IT services company that
provide holistic multi–service delivery in key industry
helps global enterprises re–imagine and transform their
verticals including Financial Services, Manufacturing,
businesses through Digital technology transformation. The
Telecommunications, Media, Publishing, Entertainment,
Company focuses on providing an integrated portfolio of
Retail & CPG, Life Sciences & Healthcare, Oil & Gas,
services underlined by its Mode 1–2–3 growth strategy.
Energy & Utilities, Travel, Transportation & Logistics and
Mode 1 encompasses the core services in the areas
Government.
of Applications, Infrastructure, BPO and Engineering
and R&D services, leveraging DRYiCETM Autonomics to During the financial year 2018-19, the Company achieved
transform clients’ business and IT landscape, making them a revenue from operations of ` 26,012 crore on standalone
‘lean’ and ‘agile’. Mode 2 focuses on experience–centric basis and ` 60,427 crore on consolidated basis, as
and outcome–oriented integrated offerings of Digital & compared to ` 22,073 crore on standalone basis and
Analytics, IoT WoRKS™, Cloud Native Services and ` 50,569 crore on consolidated basis for the financial year
Cyber security & GRC services to drive business outcomes 2017-18.
and enable enterprise digitalization. Mode 3 strategy is
ecosystem–driven, creating innovative IP–partnerships to During the financial year 2018-19, profit for the year was
build products and platforms business. ` 8,185 crore on standalone basis and ` 10,120 crore on
36 Directors’ Report
The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of
the Annual Report.
3. DIVIDEND
During the financial year ended March 31, 2019, your Directors had declared and paid four interim dividends as per
the details given below:
Dividend
Interim dividend Rate of Dividend Amount of
Distribution Total
paid during Date of per share Dividend
S. No. Tax paid by the Outflow
financial year ended Declaration (face value of paid
Company
March 31, 2019 ` 2 each)
(` in crore)
1 1st Interim Dividend May 2, 2018 2.00 278.46 57.08 335.54
2 2nd Interim Dividend July 27, 2018 2.00 278.48 57.08 335.56
3 3rd Interim Dividend October 23, 2018 2.00 271.23 52.11 323.34
4 4th Interim Dividend January 29, 2019 2.00 271.25 55.55 326.80
Total 1,099.42 221.82 1,321.24
The Board of Directors in its meeting held on May 9, 2019 Telerx Marketing, Inc.
declared an interim dividend of ` 2 per equity share of face
value of ` 2 each fully paid-up, for the financial year 2019- The Company, through its step-down wholly-owned
20. The Board of Directors did not recommend any final subsidiary HCL America Inc., acquired Telerx Marketing,
dividend for the financial year ended March 31, 2019. Inc. (doing business as C3i Solutions), a Delaware
company. C3i Solutions is a leader in multi-channel
4. TRANSFER TO GENERAL RESERVES customer engagement services for life sciences and
No amount was transferred to the General Reserves consumer packaged goods industries.
for the financial year ended March 31, 2019. Pursuant to this acquisition, Telerx Marketing, Inc. and
5. SHARE CAPITAL all its subsidiaries have become the wholly-owned step-
down subsidiaries of the Company with effect from
During the financial year under review, the Company April 06, 2018, being the date of completion of the
issued and allotted 3,96,120 fully paid-up equity shares of acquisition.
` 2 each under its Employees Stock Option Plan.
Actian Corporation
Also, the Company, on October 11, 2018, extinguished /
physically destroyed its 3,63,63,636 fully paid-up equity The Company, through its step-down wholly-owned
shares of ` 2 each consequent to the Buy-back offer of the subsidiary HCL America Inc., entered into a Joint Venture
Company. agreement dated April 12, 2018 with Sumeru Equity
Partners, a technology and growth-focused private
Consequently, the issued, subscribed and paid-up share
capital of the Company as on March 31, 2019, was equity firm. The purpose of the JV arrangement was to
` 2,71,25,57,736/- divided into 1,35,62,78,868 equity acquire Actian Corporation, a Delaware company. Actian
shares of face value of ` 2 each. Corporation is a leader in hybrid data management, cloud
integration and analytics solutions–powers insight-driven
6. MANAGEMENT DISCUSSION AND ANALYSIS enterprises around the globe.
The Management Discussion and Analysis Report, in In terms of the said JV agreement, 80% of the shareholding
terms of Regulation 34(3) of SEBI (Listing Obligations in the JV company named HCL Technologies SEP
and Disclosure Requirements) Regulations, 2015 (the Holdings Inc., is held by HCL America Inc., 19.50% is
“Listing Regulations”), is attached and forms a part of this
held by Sumeru Equity Partners and the balance 0.5% is
Report.
held by the CEO of Actian Corporation. The JV Company
7. ACQUISITIONS had a wholly-owned subsidiary, Octavian Acquisition
Corp., which ultimately acquired 100% stake in Actian
Acquisitions consummated during the financial year Corporation.
2018-19 are summarized as below –
38 Directors’ Report
As on the date of this Annual Report, the Board of Directors In accordance with the provisions of Section 152 of the
of the Company consists of ten members, of which three Act and the Articles of Association of the Company,
are Women Directors. The Board consists of one Whole- Mr. Shiv Nadar was re-appointed as the Managing Director
time Director and nine Non-Executive Directors of whom of the Company in the category of Non-Retiring Director in
eight are Independent Directors. The Whole-time Director the AGM held on September 21, 2017 for a period of five
is the Promoter Director who is designated as the Chairman years. However, pursuant to the Articles of Association of
& Chief Strategy Officer of the Company. the Company, if at any time, the number of Directors liable
to retire by rotation fall below one-third of the total number
Appointment(s) / Re-appointment(s)
of Directors (excluding Independent Directors), the term
The Board of Directors of your Company appointed / of Mr. Shiv Nadar as a Director shall be liable to retire by
re-appointed the following Directors during the financial rotation for the time such number is below one-third.
year:
Currently, the number of Directors liable to retire by rotation
a. Mr. James Philip Adamczyk (DIN - 08151025) was has fallen below one-third. Accordingly, Mr. Shiv Nadar shall
appointed as an Additional Director in the capacity of retire by rotation at the ensuing AGM and being eligible,
Independent Director by the Board of Directors of the has offered himself for re-appointment as Director of the
Company w.e.f. July 26, 2018. Subsequently, at the Company. However, his term as the Managing Director
Twenty Sixth Annual General Meeting (‘AGM’) of the of the Company would continue uninterrupted post his
Company held on September 18, 2018, Mr. James re-appointment as Director.
Philip Adamczyk was appointed as an Independent
Director of the Company in terms of Section 149 of the Necessary resolutions in respect of re-appointment of
Act, to hold office for a period of five years. Directors mentioned above are included in the Notice
convening the ensuing AGM. Your Board recommends
b. At the Twenty Second AGM of the Company held the re-appointments of Mr. Shiv Nadar, Mr. R. Srinivasan,
on December 4, 2014, Mr. R. Srinivasan, Ms. Robin Ms. Robin Ann Abrams, Dr. Sosale Shankara Sastry and
Ann Abrams, Dr. Sosale Shankara Sastry and Mr. S. Mr. S. Madhavan. The particulars in respect of these
Madhavan were appointed as Independent Directors Directors as required under Regulation 36(3) of the Listing
of the Company for a period of five consecutive years
Regulations, are mentioned elsewhere in the Notice of
and therefore, their first term of appointment shall
AGM.
end at the conclusion of the ensuing Twenty Seventh
AGM of the Company to be held in the year 2019. Resignations
Considering their immense contributions towards the
Company and pursuant to the recommendations of the Mr. Sudhindar Krishan Khanna (DIN - 01529178), who was
Nomination & Remuneration Committee, the Board in a Non-Executive Non-Independent Director of the
its meeting held on May 9, 2019 recommended to the Company, resigned from the Board of the Company w.e.f.
April 8, 2019.
40 Directors’ Report
Pursuant to Section 139 of the Act, and the rules The Nomination & Remuneration Committee of the
made thereunder, it is mandatory to rotate the Statutory Company formulates the criteria for determining the
Auditors of the Company on the completion of two terms qualifications, positive attributes and independence of
of five consecutive years, as permitted under the said Directors in terms of its charter. In evaluating the suitability
Section. of individual Board members, the Committee takes into
account factors such as educational and professional
M/s. S.R. Batliboi& Co. LLP, Chartered Accountants, have
background, general understanding of the Company’s
been the Statutory Auditors of your Company since the
business dynamics, standing in the profession, personal
year 2009-10. Their first term of appointment ended at the
and professional ethics, integrity and values, willingness
AGM held on December 4, 2014, at which, they were re-
to devote sufficient time and energy in carrying out their
appointed as the Statutory Auditors for a second term of
duties and responsibilities effectively.
five consecutive years. Accordingly, their second term of
appointment shall be concluding at the ensuing Twenty The Committee also assesses the independence of
Seventh AGM of the Company to be held in the year 2019 Directors at the time of their appointment / re-appointment
and the new Statutory Auditors of the Company will be as per the criteria prescribed under the provisions of
appointed at the said AGM. the Act and the rules made thereunder and the Listing
Regulations.
Statutory Auditors’ Report
The Remuneration Policy for Directors, Key Managerial
There are no qualifications, reservations, adverse remarks Personnel and other employees is provided in
or disclaimer made by M/s. S.R. Batliboi & Co. LLP, the Corporate Governance Report forming part of this
Statutory Auditors in their report for the financial year Report.
ended March 31, 2019. The Statutory Auditors have not
reported any incident of fraud to the Audit Committee of the 19. RISK MANAGEMENT POLICY
Company for the financial year under review.
The Board of Directors of the Company have formed
15. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT a Risk Management Committee to inter-alia assist the
REPORT Board in overseeing the responsibilities with regard to
identification, evaluation and mitigation of operational,
In terms of Section 204 of the Act, M/s. Chandrasekaran strategic and external environmental risks. In addition, the
Associates, Practicing Company Secretaries were Audit Committee is also empowered to oversee the areas
appointed as the Secretarial Auditor of the Company for of risks and controls.
the financial year ended March 31, 2019. The report of
the Secretarial Auditor is enclosed as Annexure 1 to this The Company has developed and implemented a Risk
Report. The report is self-explanatory and does not call Management Policy that ensures appropriate management
of risks in line with its internal systems and culture.
for any further comments. There are no qualifications,
reservations, adverse remarks or disclaimer made by the 20. INTERNAL FINANCIAL CONTROL SYSTEMS AND
Secretarial Auditor in its report for the financial year ended THEIR ADEQUACY
March 31, 2019.
The Company’s internal financial control systems are
16. MAINTAINENCE OF COST RECORDS commensurate with its size and the nature of its operations.
The controls are adequate for ensuring orderly and
The Central Government has not prescribed the
efficient conduct of the business and these controls are
maintenance of cost records under sub-section (1) of
working effectively. These controls have been designed to
section 148 of the Act, and accordingly, such cost accounts
provide reasonable assurance with regard to recording and
and records are not maintained by the Company.
providing reliable financial and operational information,
17. EXTRACT OF ANNUAL RETURN adherence to the Company’s policies, safeguarding of
assets from unauthorized use and prevention and detection
Pursuant to Section 134(3)(a) and Section 92(3) of the of frauds and errors.
Act, the extract of the Annual Return in Form MGT-9, for
the financial year ended March 31, 2019, is enclosed as 21. SIGNIFICANT AND MATERIAL ORDERS
Annexure 2 to this Report.
There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company’s operations in future.
The particulars of loans, guarantees and investments have Further, according to the IEPF Authority (Accounting, Audit,
been disclosed in the financial statements which forms part Transfer and Refund) Rules, 2016 (the “IEPF Rules”), the
of this Annual Report. shares in respect of which dividends have not been paid or
claimed by the shareholders for seven consecutive years
23. TRANSACTIONS WITH RELATED PARTIES
or more are also required to be transferred to the demat
The particulars of transactions entered into with the related account created by the IEPF Authority. Accordingly, during
parties referred to in Section 188(1) and applicable rules the year, the Company transferred 5,945 equity shares to
of the Act, have been given in Annexure 3 in Form AOC-2 the demat account of the IEPF Authority. The details of
which forms part of this Annual Report. The Company also such shares are available on the website of the Company
has in place a ‘Related Party Policy’, which is available on at https://www.hcltech.com/investors/iepf-details.
the website of the Company at https://www.hcltech.com/
27. DEPOSITS
investors/governance-policies.
The Company has not accepted any deposits from the
24. CORPORATE SOCIAL RESPONSIBILITY
public.
The Corporate Social Responsibility (‘CSR’) committee
28. CORPORATE GOVERNANCE
comprises of three members, namely Ms. Roshni Nadar
Malhotra, Mr. Shiv Nadar and Mr. S. Madhavan. The The Corporate Governance Report in terms of Regulation
Committee is inter-alia responsible for formulating and 34(3) of the Listing Regulations, along with the Statutory
monitoring the CSR Policy of the Company. A brief outline Auditors’ certificate is attached and forms part of this
of the CSR Policy of the Company and the initiatives Annual Report.
undertaken by the Company on CSR activities during the
29. BUSINESS RESPONSIBILITY REPORT
year are set out in Annexure 4 of this Report in the form
as prescribed under the Companies (Corporate Social The Listing Regulations mandates the inclusion of
Responsibility Policy) Rules, 2014. The CSR Policy is Business Responsibility Report (‘BRR’) as part of the
available on the website of the Company at https://www. Annual Report for top 500 listed companies based on
hcltech.com/investors/governance-policies. market capitalization. In Compliance with this regulation,
the Company has prepared a BRR for the financial year
25. DIVIDEND DISTRIBUTION POLICY
2018-19 which describes the initiatives taken by the
The Company has formulated and published a Dividend Company from an environmental, social and governance
Distribution Policy which provides for the circumstances perspective and the same forms part of this Annual Report.
under which the shareholders may / may not expect
30. INSIDER TRADING REGULATIONS
dividend, the financial parameters, internal and external
factors, utilization of retained earnings, parameters with Pursuant to the provisions of SEBI (Prohibition of Insider
regard to different classes of shares etc. The provisions Trading) Regulations, 2015 (as amended from time to
of this Policy are in line with Regulation 43A of the time), the Company has formulated a Code of Conduct on
Listing Regulations, and the Policy is available on the Prohibition of Insider Trading (‘Insider Trading Code’) and
website of the Company at https://www.hcltech.com/ a Code of Practices and Procedures for fair disclosure of
investors/governance-policies. The details of the Dividend Unpublished Price Sensitive Information (‘Fair Disclosure
Distribution Policy forms part of the Corporate Governance Code’) which are in force. The Fair Disclosure Code is
Report annexed with this Annual Report. available on the website of the Company at https://www.
hcltech.com/investors/governance-policies.
26. UNCLAIMED DIVIDENDS AND TRANSFER TO IEPF
31. AWARDS AND RECOGNITIONS
Pursuant to the provisions of Section 124 of the Act,
those dividend amounts which have remained unpaid or Your Company relentlessly pursues excellence and is
unclaimed for a period of seven consecutive years from delighted to receive phenomenal share of recognitions and
the date of declaration have been transferred by the awards this year, not only from the media, but also from
Company to the Investor Education and Protection Fund analysts, governing bodies, academic institutions, partners
(‘IEPF’) established by the Central Government pursuant and even customers. Some of the key honors received by
to Section 125 of the Act. The details of the unpaid / the Company during the year include:
unclaimed dividend amounts which will be transferred to
42 Directors’ Report
As we close out another successful year, the Company has In the past financial year, the Company used demand,
reached impressive employee additions and an employee fulfilment and learning analytics to create a governance
strength of 1,37,965 and continues to build and support the framework that constantly align the demand and learning
business strategy of “Mode 1, 2 and 3”. systems to identify focused skills for the next 2 years and
build them at scale. Structured learning journeys have
The emphasis and commitment to talent localization been curated and learning solutions have been designed
continues as can be seen in our employee expansion and in partnership with globally benchmarked learning partners
tenure milestones in the course of the last financial year. The offering world class content. An entire gamut of leadership
Company believes that this strategy confers competitive and behavioral learning journeys have also been
advantages in a tightening regulatory environment with customized, covering all aspects of defined competencies.
respect to workforce mobility. The Company continues to These learning programs act as touch-points during an
focus on tapping the unique advantages of tier 2 cities in employee’s life-cycle, which positively impacts current
India. These cities enable higher operational resilience, performance and productivity in their respective roles and
stability and scalability. prepares them to be future ready.
Employee Experience Initiatives The training approach at client and business line level has
helped the employees to proactively identify training needs
The Company strives to enhance employee experience
and deepen their skills in new technologies.
and equip the workforce with tools and platforms to help
accelerate their professional growth. Through “Simplify In the commitment to engage employees from diverse
HR”, a suite of tools has been revamped with simplified backgrounds meaningfully, the Company actively supports
functionality to provide an improved user experience. and fosters a number of Employee Resource Groups
The tools have been simplified and enhanced to automate (‘ERGs’). These ERGs are led and driven by employees
the talent acquisition, talent integration, talent assessment themselves and act as platforms for employees to anchor
and employee travel processes. Virtual assistance organizational change and development. The Company
and “botification” have been enabled across multiple also undertakes various employee welfare initiatives that
tools. extend to the families of the employees. Details of such
initiatives have been given in the Business Responsibility
Talent Acquisition, Talent Development and Career
Report, forming part of this Annual Report.
Management
Career Management
The talent acquisition and talent management practices of
the Company are aligned to its Mode 1-2-3 strategy. The The Company’s prescriptive career recommendation
Company has leveraged digital technologies to enhance platform, leveraging Artificial Intelligence and Big Data
the quality and experience of talent acquisition, talent achieved further traction during the financial year.
development and career management programs.
9,000 employees progressed to their destinations in their
Talent Acquisition career journeys during the financial year taking the launch
to date count to 17,000.
With an impressive gross hiring of about 51,680+
professionals across the globe, the Company leveraged Diversity and Inclusion
artificial intelligence and data science to hire the right talent
As an organization, the Company believes that diversity
at the right time. “Intelligent Neural Network” engine was
inspires creative thinking and leads to sustained innovation
deployed that searches through the database of a million+
within the workplace. The Company prides itself on being
candidate records and supports our talent acquisition along
an organization with an open, transparent, and inclusive
with prescriptive insights.
culture. Our focus is to create an inclusive environment
Talent Development and Career Progression for employees with diverse backgrounds combined with
concerted efforts from our leaders. It has enabled to
Talent development offers integrated and comprehensive improve the diversity ratio at all levels. Our overall gender
learning ecosystem focusing on development of HCL diversity rate is currently at 24.90%. Our various programs
44 Directors’ Report
46 Directors’ Report
f. Affirmation that the remuneration is as per the The Board wishes to place on record its appreciation of
remuneration policy of the Company: the significant contributions made by the employees of
the Company and its subsidiaries during the year under
The Company affirms that the remuneration is as per review. The Company has achieved impressive growth
the Remuneration Policy of the Company. through competence, hard work, solidarity, cooperation and
support of employees at all levels. Your Directors thank the
38. STATEMENT OF EMPLOYEES PURSUANT TO
customers, vendors and other business associates for their
RULE 5(2) THE COMPANIES (APPOINTMENT AND
continued support in the Company’s growth. Your Directors
REMUNERATION OF MANAGERIAL PERSONNEL)
also wish to thank the government authorities, banks
RULES, 2014
and shareholders for their cooperation and assistance
A list containing the top ten employees in terms of the extended to the Company.
remuneration drawn in the financial year 2018-19 and a
statement containing the names of the employees employed
throughout the financial year and in receipt of remuneration For and on behalf of the Board of Directors
of ` 1.02 crore or more and employees employed for part
of the year and in receipt of ` 8.50 lacs or more per month,
pursuant to Rule 5(2) of the Companies (Appointment and SHIV NADAR
Remuneration of Managerial Personnel) Rules, 2014 is Chairman & Chief Strategy Officer
provided as Annexure 8 to this Annual Report.
Place: Noida (U.P.), India
Date: May 9, 2019
The Members,
HCL Technologies Limited
806, Siddharth
96, Nehru Place
New Delhi-110019
We have conducted the secretarial audit of the compliance a) The Securities and Exchange Board of India
of applicable statutory provisions and the adherence to good (Substantial Acquisition of Shares and Takeovers)
corporate practices by HCL Technologies Limited (hereinafter Regulations, 2011;
called the company). Secretarial Audit was conducted in a
b) The Securities and Exchange Board of India
manner that provided us a reasonable basis for evaluating the
(Prohibition of Insider Trading) Regulations, 2015
corporate conducts/statutory compliances and expressing our
opinion thereon. c) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
Based on our verification of the Company’s books, papers,
2018;
minute books, forms and returns filed and other records
maintained by the company and also the information d) The Securities and Exchange Board of India (Share
provided by the Company, its officers, agents and authorized Based Employee Benefits) Regulations, 2014;
representatives during the conduct of secretarial audit, We
hereby report that in our opinion, the company has, during the e) The Securities and Exchange Board of India (Issue
audit period covering the financial year ended on March 31, and Listing of Debt Securities) Regulations, 2008; Not
2019 complied with the statutory provisions listed hereunder Applicable
and also that the Company has proper Board-processes and f) The Securities and Exchange Board of India
compliance-mechanism in place to the extent, in the manner (Registrars to an Issue and Share Transfer Agents)
and subject to the reporting made hereinafter: Regulations, 1993 regarding the Companies Act and
We have examined the books, papers, minute books, forms dealing with client to the extent of securities issued;
and returns filed and other records maintained by the Company g) The Securities and Exchange Board of India (Delisting
for the financial year ended on March 31, 2019 according to the of Equity Shares) Regulations, 2009; Not Applicable,
provisions of: and
(i) The Companies Act, 2013 (the Act) and the rules made h) The Securities and Exchange Board of India (Buyback
thereunder; of Securities) Regulations, 2018;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) (vi) As confirmed and certified by the management specifically
and the rules made thereunder; applicable to the Company based on their sector/ industry
(iii) The Depositories Act, 1996 and the Regulations and are:
Bye-laws framed thereunder to the Regulation 76 of (a) The Special Economic Zone Act, 2005
Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018; (b) Policy relating to Software Technology Parks of India
and its regulations
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign (c) The Indian Copyright Act, 1957
Direct Investment, Overseas Direct Investment and
(d) The Patents Act, 1970
External Commercial Borrowings;
(e) The Trade Marks Act, 1999
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act, (f) The Indian Telegraph Act, 1885
1992 (‘SEBI Act’):-
(g) The Indian Wireless Telegraphy Act, 1933
48 Directors’ Report
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations
and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
management. Our examination was limited to the verification of procedures on the random test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness
with which the management has conducted the affairs of the Company.
Chandrasekaran Associates
Company Secretaries
Dr. S. Chandrasekaran
Senior Partner
Membership No. FCS No.: 1644
Certificate of Practice No.: 715
Date: 09.05.2019
Place: Delhi
50 Directors’ Report
(Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management &
Administration) Rules, 2014)
1. CIN L74140DL1991PLC046369
2. Registration Date 12 November 1991
3. Name of the Company HCL Technologies Limited
4. Category / Sub-category of the Company Public Company Limited by Shares
5. Address of the Registered Office and contact 806, Siddharth, 96, Nehru Place, New Delhi - 110019
details Telefax: +91-11-26436336
6. Whether listed company Yes
7. Name, address and contact details of the Registrar Alankit Assignments Limited
& Transfer Agent, if any 205-208, Anarkali Market,
Jhandewalan Extension,
New Delhi - 110055, India
Tel.: +91-11-42541234, 23541234
Fax: +91-11-42541967
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total
turnover of the company shall be stated):
S. Name and Description of main NIC Code of the % to total turnover of the
No. products / services product / service company
Computer Programming, Consultancy and Related
1 620 100
Activities
Holding / % of
S. Applicable
Name and Address of the Company CIN / GLN Subsidiary / shares
No. Section
Associate held
1 HCL Comnet Systems and U74899DL1993PLC056665 Subsidiary 100 2(87)
Services Ltd.
806, Siddharth, 96, Nehru Place,
New Delhi-110019
2 HCL Comnet Ltd. U74899DL2001PLC111951 Subsidiary 100 2(87)
806, Siddharth, 96, Nehru Place,
New Delhi-110019
3 HCL Global Processing Services Ltd. U72300DL1995PLC069891 Subsidiary 100 2(87)
806, Siddharth, 96, Nehru Place,
New Delhi-110019
4 HCL Eagle Limited U72200DL2011PLC225052 Subsidiary 100 2(87)
806, Siddharth, 96, Nehru Place,
New Delhi-110019
5 HCL Foundation U85100DL2014NPL274786 Subsidiary 100 2(87)
806, Siddharth, 96, Nehru Place,
New Delhi-110019
52 Directors’ Report
54 Directors’ Report
56 Directors’ Report
58 Directors’ Report
60 Directors’ Report
Cumulative Shareholding
Shareholding
during the year
Date Shareholder’s Name % of total % of total
No. of
Shares of No. of Shares Shares of the
Shares
the company company
Vama Sundari Investments (Delhi) Pvt. Ltd.
01-Apr-18 At the beginning of the year 58,76,47,744 42.21% 58,76,47,744 42.21%
Shares purchased under block deal through
05-Jun-18 stock exchange (Promoters’ inter-se transfer 75,00,000 0.54% 59,51,47,744 42.74%
through stock exchange)
09-Oct-18 Buy-back of shares by the Company (1,44,17,895) 1.04% 58,07,29,849 42.82%
30-Oct-18 Market purchase 5,45,000 0.04% 58,12,74,849 42.86%
02-Nov-18 Market purchase 5,70,000 0.04% 58,18,44,849 42.90%
07-Nov-18 Market purchase 11,000 0.00% 58,18,55,849 42.90%
31-Mar-19 At the end of the year 58,18,55,849 0.34% 58,18,55,849 0.34%
62 Directors’ Report
(iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):
Manish Anand, CS
01-Apr-18 At the beginning of the year 18,446 0.00% 18,446 0.00%
31-Mar-19 At the end of the year 18,446 0.00% 18,446 0.00%
* Mr. Prateek Aggarwal was appointed as the CFO of the Company w.e.f. October 1, 2018 in place of Mr. Anil Kumar Chanana
who stepped down from the position of CFO.
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment
(` in crore)
Secured Loans Unsecured Total
Deposits
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 48 - - 48
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 48 - - 48
Change in Indebtedness during the financial year
* Addition 18 - - 18
* Reduction (16) - - (16)
Net Change 2 - - 2
Indebtedness at the end of the financial year
i) Principal Amount 50 - - 50
ii) Interest due but not paid - - - -
iii) Interest accrued but not due
Total (i+ii+iii) 50 - - 50
Note: The Company has availed term loans of ` 50 crore (previous year ` 48 crore) secured by hypothecation of gross block
of vehicles.
64 Directors’ Report
SHIV NADAR
Chairman & Chief Strategy Officer
Place: Noida (U.P.), India
Date: May 9, 2019
66 Directors’ Report
68 Directors’ Report
70 Directors’ Report
GOVERNMENT OF SINGAPORE
01-Apr-18 Opening 60,98,920 0.44
06-Apr-18 Purchase 6,303 - 61,05,223 0.44
20-Apr-18 Purchase 6,27,512 0.05 67,32,735 0.48
27-Apr-18 Purchase 13,25,137 0.10 80,57,872 0.58
04-May-18 Sale (5,749) 0.00 80,52,123 0.58
10-May-18 Sale (5,592) 0.00 80,46,531 0.58
72 Directors’ Report
74 Directors’ Report
76 Directors’ Report
78 Directors’ Report
80 Directors’ Report
Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred
to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third
proviso thereto.
During the financial year ended March 31, 2019, HCL Technologies Limited (‘HCLT’) has not entered into any contract or
arrangement or transaction with its related parties which is not at arm’s length.
HCL America Inc. (‘HCLA’), a wholly-owned step-down subsidiary of the Company in the United States of America.
Ongoing.
d) Salient terms of the contracts or arrangements or transactions including the value, if any:
HCLT shall (i) provide IT / ITES services to the existing and new clients of HCLA including various support and general
administrative services as may be required from time to time; (ii) HCLA shall provide IT / ITES services including
sales and marketing support services to HCLT; (iii) both the parties shall diligently perform their respective obligation
under the contracts in timely manner and provide services in accordance with the work order issued by the customer;
(iv) both the parties shall submit invoices on timely basis for the services provided for each project to each other as per the
terms of contract and promptly pay the same; (v) be responsible for all the expenses incurred in connection with providing
its services; and (vi) comply with the local, state and federal laws and regulations applicable while providing services.
The total value of transactions entered into with HCLA during the period from April 1, 2018 to March 31, 2019
is `6,493.20 crore.
Not applicable, since the contract was entered into in the ordinary course of business and on arm’s length basis.
Nil.
For and on behalf of the Board of Directors
SHIV NADAR
Chairman & Chief Strategy Officer
Place: Noida (U.P.), India
Date: May 9, 2019
82 Directors’ Report
The objective of the CSR policy (the “Policy”) of the Company is to lay down guidelines for proper execution of CSR activities of the Company so as to support
the sustainable development of the society. The Company has set up HCL Foundation to focus on the CSR activities of the Company. The CSR activities,
projects and programmes undertaken by the Company shall be those as approved by the CSR committee and are covered under the areas set out in Schedule
VII of the Companies Act, 2013. The Company is doing CSR expenditure in Education, Infrastructure, Women Development, Health, Environment Sustainability,
Benefit of Armed Forces, Promoting Gender Equality and Disaster Management. Details of the Policy are on the website of the Company at https://www.hcltech.
com/investors/governance-policies.
CSR Committee comprises of Ms. Roshni Nadar Malhotra (Chairperson), Mr. Shiv Nadar and Mr. S.Madhavan.
3. Average net profit of the Company for last three financial years. ` 7,212.27 crore
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) ` 144.25 crore
(a) Total amount to be spent for the financial year: ` 144.25 crore
(b) Amount unspent, if any; ` 18.80 crore
(c) Manner in which the amount spent during the financial year is detailed below.
04-Jul-19 8:47:38 PM
Projects or
Book 1.indb 83
Amount spent
Programs
Amount on the projects Cumulative
(1) Local area or Amount spent
outlay or programs expenditure
other Direct or through
Sl. CSR Project - NGO Partner / Direct (budget) sub-heads upto the
Sector (2) specify the implementing
No Implementation project or (1) Direct reporting
state and district agency
program wise expenditure period
where projects or (` / crore)
(` / crore) (2) Overheads (` / crore)
programs
(` / crore)
was undertaken
1 Kochi Biennale Foundation Improving the arts Kochi 0.49 0.33 0.33 Through Implementing
and culture Agency
2 Ankur Yuva Chetna Shivir, Aram Foundation Improving the quality Lucknow, 19.35 19.35 19.35 Through Implementing
Charitable Trust, Bhumi, Bodh Shiksha Samiti, of education Coimbatore, Agency
Childhood Enhancement Through Training Chennai, Noida,
and Action, Community Aid and Sponsorship Hyderabad,
Programme, Divya Disha, Don Bosco AnbuIllam, Pali, Bihar,
Foundation for Education and Development, Uttar Pradesh,
Going to School, Hope Foundation, Jnana Jharkhand, Nagpur,
Prabodhini Sadashiv Path, Katha, Manavodaya, Kolkata, Bangalore,
Masoom, Mukti Rehabilitation Centre, Myrada, Madurai
Oferr-Organisation for Eelam Refugees-
Rehabilitation, Ramakrishna Vivekananda
Mission, Rasta, Reaching Hand, Rural
Development Council, Saksham Trust, Society for
Educational Improvement and Innovation, Society
for Educational Welfare and Economic (Seed),
Socio Economic Development Trust, Sparc-
India, Srijan Foundation, Study Hall Educational
Foundation, The Kutumb Foundation and United
Way of Delhi
3 Mamta Health Institute for Mother & Child, Improving the health Chennai, Noida and 2.73 2.73 2.73 Through Implementing
Agragami India care and education Lucknow Agency
4 Ramakrishna Mission Students Home, Aide Et Improving the Chennai, Noida, 11.16 9.46 9.46 Through Implementing
Action (India), After school coaching centers, Skill quality of education Delhi, Madurai and Agency and Through
Development Training, IT Labs, Health Care and and livelihood Bangalore HCL Foundation
sanitation enhancement
5 National Institute Of Women Child & Youth Livelihood Nagpur, Lucknow, 2.75 2.75 2.75 Through Implementing
Developme, Noida Deaf Society, Self Employed enhancement Noida, Hyderabad, Agency
Women’s Association, Society for Development Programme Delhi
Alternative, Society of Public Safety & Habitat
Management, Aroha Multipurpose Society, Bright
Light Society, Centum Foundation, EFRAH, India
Vision Foundation
6 Bro Siga Social Service Guild Providing Early Chennai and 0.66 0.66 0.66 Through Implementing
Childhood Care & Madurai Agency
Development (ECCD)
04-Jul-19 8:47:38 PM
Book 1.indb 84
Projects or
Amount spent
Programs
Amount on the projects Cumulative
(1) Local area or Amount spent
outlay or programs expenditure
other Direct or through
Sl. CSR Project - NGO Partner / Direct (budget) sub-heads upto the
Sector (2) specify the implementing
84 Directors’ Report
No Implementation project or (1) Direct reporting
state and district agency
program wise expenditure period
where projects or (` / crore)
(` / crore) (2) Overheads (` / crore)
programs
(` / crore)
was undertaken
7 Pravah My scholar Noida and Chennai 0.50 0.50 0.50 Through Implementing
Agency
8 Brookings Institution India Center, Child In Need Health care and Noida, West 9.67 9.38 9.38 Through Implementing
Institute, Community Health Education Society, medical facilities Bengal, Chennai, Agency
Desire Society, Ekjut, Family Planning Association Hyderabad,
of India, George Institute for Global Health, Goyal Jharkhand,
Trust, Gramoday Samajik Sansthan, Institute Vijayawada, Tamil
of Health Management Research, Jaldhaara Nadu, Lucknow,
Foundation, M S Chellamuthu Trust, Mobile Bangalore, Nagpur,
Creches for Working Mothers Child, Pandit Madurai, Kashmir
Deendayal Upadhyay Institute Of Medical, Saint
Hardayal Educational And Orphans Welfare
Society, Save the Childeren, She Hope Society
for Women Enterpreneurs, SIP Memorial Trust,
Sneha Care Home, Society for Community Health
Awareness Research & Action, Sustainable
Healthcare Advancement Trust (Suham), The
Banyan, Vatsalya, Youth Health Mela and Cancer
Institute (Wia)
9 Vasavya Mahila Mandali Ensure Women Vijayawada 0.43 0.43 0.43 Through Implementing
Safety & Dignity Agency
10 Project Samuday - a rural development program, Rural Development Hardoi (Uttar 124.20 66.41 66.41 Through HCL
working across agriculture, education, health, Pradesh) Foundation
infrastructure, livelihood and water and sanitation
& hygiene (WASH); Currently implemented
in three blocks – Kachhauna, Behender and
Kothawan – in Uttar Pradesh HCL Samuday
is operational in 765 villages from 164 Gram
Panchayats, comprising of 90,000 households
and impacting around 600,000 people.
11 WASHI Water, sanitation and Noida, Chennai, 2.71 2.71 2.71 Through Implementing
Hygiene Madurai Agency
04-Jul-19 8:47:38 PM
Projects or
Book 1.indb 85
Amount spent
Programs
Amount on the projects Cumulative
(1) Local area or Amount spent
outlay or programs expenditure
other Direct or through
Sl. CSR Project - NGO Partner / Direct (budget) sub-heads upto the
Sector (2) specify the implementing
No Implementation project or (1) Direct reporting
state and district agency
program wise expenditure period
where projects or (` / crore)
(` / crore) (2) Overheads (` / crore)
programs
(` / crore)
was undertaken
12 Blue Cross of India, Care Earth, Development of Environment Chennai, 6.67 6.29 6.29 Through Implementing
Humane Action Foundation (Dhan), Foundation for Protection Coimbatore, Agency
Ecological Security, Give Me Trees Trust, Indian Madurai, Gujarat,
National Trust of Art and Culture Haritage, Secmol Rajasthan,
University Wing, Siruthuli, Tarun Bharat Sangh and Karnataka, Noida,
United Way of Banglore Leh - Ladakh,
Jharkhand,
Bangalore
13 Keystone Foundation Enable a holistic Nilgiris 0.98 0.98 0.98 Through Implementing
landscape based Agency
approach to
conserve and
restore designated
landscapes of the
Nilgiri Biosphere
Reserve (NBR).
14 Care India Solutions for Sustainable Development, Disaster relief Kerala, Assam, 2.24 2.24 2.24 Through Implementing
Caritas India, Eleutheros Christian Society, Oxfam rehabilitation project Nagaland Agency
India and Wildlife Trust Of India
15 Grant Selection Process and Power of One Screening for 5.99 4.42 4.42 Through HCL
Grant Awardees Foundation
and Screening for
Scholarships
16 Overhead expenses Administration 0.40 0.26 0.26 Through HCL
expenses Foundation
17 Consultancy Expenses Consultancy 1.49 0.60 0.60 Through HCL
Expenses Foundation
Total Expenditure 192.41 129.50 129.50
Notes:
The Company undertakes CSR activities through HCL Foundation, a Trust established by the Company and through implementing agencies. During the year, the Company has
contributed ` 125.45 crore for CSR activities. The Trust, apart from Company’s contribution, also collected CSR contribution from other Group Companies to the extent of ` 2.28
crore, employee contribution (including Power of One) amounting ` 1.18 crore and earned interest of ` 0.19 crore on savings bank account. The total amount spent towards CSR
and other charitable activities during the year was ` 129.50 crore. The Cash balances as on April 1, 2018 and March 31, 2019 with HCL Foundation were ` 3.80 crore and ` 3.41
crore respectively.
04-Jul-19 8:47:38 PM
6. The reason for not spending the prescribed amount for CSR (two per cent of the average net profit of the last three financial years or any part thereof)
Book 1.indb 86
is:
The Company has primarily identified various critical segments in the domains of rural and urban development, such as education, health, livelihood, art
and culture and environment sustainability, including systemic reforms in agriculture and infrastructure development. The CSR agenda of the Company also
includes disaster response and rehabilitation. The Company undertakes its CSR activities through HCL Foundation which is a charitable trust established by the
86 Directors’ Report
Company. It is the intention of the Company that the stated objectives of its Policy are carried out in letter and spirit and for these reasons, the Company’s CSR
initiatives have been identified, funded and monitored with a view to create a long-term and sustainable impact.
HCL Foundation has rolled out three key flagship programs: HCL Samuday - a rural development program, working across agriculture, education, health,
infrastructure, livelihood and water and sanitation and hygiene (WASH); HCL Uday - an urban development program impacting underprivileged communities
including migrant workers and displaced people living in urban slums; and HCL Grant - a program which enables sustainable rural development by supporting
NGOs doing path-breaking work across India in the thematic categories of environment, education and health. The NGO partners work with HCL Uday and HCL
Grant on the respective thematic areas as mentioned in the table above.
HCL Foundation works very closely with the State Government in its development projects and also has MOU signed with the UP Government. Through its
joint efforts, it helps the Government to channelize its social and development schemes in chosen areas more effectively and efficiently which have a significant
positive impact on the outcome. Though this reduces the outlay by HCL Foundation to some extent but it is made sure that the funds are utilized in the most
diligent and productive manner.
Some of the capital projects undertaken by HCL Foundation have a long gestation period due to technical complexities, stringent procurement process,
requirement of land from the government and community participation issues. Accordingly, the Company has spent ` 125.45 crore on CSR activities during the
year, which is nearly 87% of the total amount which the Company was required to spend on CSR.
The CSR spending by your Company has been exponentially increasing year on year, through development models that bring about lasting change in the lives
of marginalized communities. To substantiate, the CSR spending in financial year 2016-17 increased by over 250% from financial year 2015-16 and further
increased in financial year 2017-18 by over 133% from financial year 2016-17. Even in the current financial year 2018-19, the spending has increased by over
35% from financial year 2017-18.
As a socially responsible company, your Company is committed to continuously look for avenues to spend that could have a social impact and the CSR spending
by the Company would further increase in the coming years.
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and
Policy of the Company.
We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company.
04-Jul-19 8:47:38 PM
ANNEXURE 5 TO THE DIRECTORS’ REPORT
Particulars pursuant to Section 134 (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014
a) CONSERVATION OF ENERGY AND WATER of absolute energy consumption during the year and
also helped to reduce 360 tCO2e* (Ton of Carbon
Renew Ecosystem
Emission) of carbon footprint.
As a responsible corporate, we believe that we have got
4. Effective Utilization of Lighting
accountability to the future and an imperative role to play
in addressing global energy challenges, climate change LED lights are being used in all areas including ODCs
and environmental sustainability. The Company has made and common areas as well as the basements in all
a commitment to conserve the environment by adopting major campuses. Motion sensors which is operated
the “Go Green Initiatives” and being responsible for energy based on occupancy and movement along with
management in its area of operations and perform energy daylight harvesting feature have also been installed in
efficiency by consuming energy in an efficient, economical these areas which result in optimum usage of lights
and environment friendly manner throughout all its and results in energy saving.
premises.
Energy savings accrued during the year towards
The initiatives and good practices as adopted by the “efficient lighting controls” led to the saving of 2,642
Company during the financial year 2018-19 are described MWh of absolute energy consumption which helped
below: to reduce carbon footprint of 2,167 tCO2e* (Ton of
Carbon Emission).
1. Renewable Power Purchase
5. Voltage Optimisation
In continuation with our commitment to reduce “carbon
footprint”, we have procured renewable power equal to The line voltage plays a major role on operating
18,969 MWh for our major campuses during the year. efficiency and power factor. The supply voltage is
The source of this power was Wind, Solar and Hydel adjusted with the help of tap position in the transformer
based electricity. This much of Green Power Purchase to optimize the power consumption in lightly loaded
has enabled the organisation to reduce carbon footprint electrical systems. This helped to save 131 MWh of
of 15,555 tCO2* (Ton of Carbon Emission) over the absolute energy consumption during the year in NCR
other available power resources like Grid and Captive. which reduced 107 tCO2e* (Ton of Carbon Emission)
of carbon footprint.
2. Chiller and AHU Operational Performance
Improvement 6. Lift Operations optimization
Effective operation of chillers and AHUs in all major Revised operating schedule of lifts during week
facilities helped the Company to save energy of 3,037 days and weekends in major campuses undertaken.
MWh during the year, and also helped to reduce carbon This helped to save 44 MWh of absolute energy
footprint of 2,490 tCO2* (Ton of Carbon Emission). consumption during the year and reduce 36 tCO2e*
(Ton of Carbon Emission) of carbon footprint.
Water cooled chillers are installed at most locations
which consume lesser power than air cooled chillers, 7. Solar Water Heating
only in water deficit areas air cooled chillers are
Solar Hot water system of 250 LPD capacity installed
installed. VFDs (variable frequency drives) are also
this year at one of the Madurai region facilities in the
being used in AHUs which result in lower power
month of Feb’19 and helped to conserve 425 kWh of
consumption by regulating the frequency of the motor
electric energy required from conventional heating
depending on the return air temperature which is an
(Electric Heater) to Heat water.
indicator of the occupancy and heat load.
8. Water Conservation
3. Effective Utilization of UPS
Rain water collection and usage and use of aerators
Effective utilization of our existing UPS systems
in hand wash taps led to the conservation of ground
by increasing their efficiency through shut down
water of 20,660 KL during the year.
of overcapacity UPSs at two major locations (i.e.
Bangalore and Chennai) led to saving of 438 MWh
b) TECHNOLOGY ABSORPTION, ADAPTATION AND has rolled out the Enterprise mobility + security suite
INNOVATION for our mobile workforce to securely utilize cloud based
productivity services. Employees now have more insights
The Company has made significant investments in Digital
on their work trends and collaboration patterns which helps
Transformation which is focused on building persona based
them in managing and optimizing their productivity.
Digital Solutions for Processes, Analytics and Workplace
of the future. The Company has built Digital Solutions to Improved Resilience and Security posture
bring operational efficiencies and reduce cycle time in the
area of talent management and development, talent supply Balance between managing industrial grade enterprise
chain Optimization and increase collaboration to foster security while providing consumer grade flexibility and user
innovation. experience to our millennial workforce is critical for our
operations, considering our scale, scope and diversity in
Key Platforms of Competitive Differentiation environment. With continued focus on IT baseline control
program and process adherence initiatives, the Company
An employee life cycles centric solution ‘emPower’ is
has further strengthened the security posture of complex
created for driving higher levels of engagement and
motivation among the employees. This is augmented by an heterogeneous business environment gearing towards
autobot ‘EVA’ to support the daily transaction requirements project level compliance adherence. This is also reflected
in a conversational mode. Earlier persona specific solutions in our improved scores (consistently in top 3 among peer
for sales, delivery and customer engagement were rolled group) as per the benchmarking done by independent
out and are being extensively used by employees. external security rating agencies.
Adoption of data visualization self-service solution has Security posture has been further improved with two
increased multifold and even senior leadership reviews pronged strategies. On one side, the Company has made
are now running out of this system as prediction and critical investments in next generation IT infrastructure
scenario building capabilities of the system have increased security initiatives like Network Access Control (NAC),
immensely. This solution was first rolled out last year for adaptive risk based authentication, Wireless IPS,
enabling actionable insights and decision support for senior Distributed Denial of Services (DDoS), deception and
management. Application landscape is being modernized has also worked towards higher availability of security
and moved towards an integrated modern infrastructure infrastructure. On another hand, the Company has worked
platform which will provide higher agility, load flexibility, on integrating the threat intelligence from various platforms
security and availability. to augment its capabilities in both proactive and reactive
deterrence. The Company has provided capabilities like
Digital Workplace for Future Privileged Access Management (PAM), enterprise mobility,
While the Company had adopted Office 365 productivity data classification and leak protection to empower our
suite as base stack for moving e-mail to cloud for all employees with improved delivery capabilities.
employee mailboxes with disaster recovery and archival c) RESEARCH AND DEVELOPMENT (“R&D”)
capabilities, new workloads / capabilities of Office 365 suite
for enhancing productivity and collaboration are rolled out (i) Specific areas in which R&D was carried out
with focused adoption strategy. Composite use cases were
a. Cochlear Implant Development
built around new gen collaboration capabilities of Microsoft
teams with features like teams BOT integration with service The Cochlear Implant (CI) medical device is
desk and other applications. Additionally, the Company an advanced hearing aid which can restore
88 Directors’ Report
90 Directors’ Report
a) The financial statements have been prepared in accordance with the accounting standards issued by the Institute of Chartered
Accountants of India and the requirements of the Companies Act, 2013 to the extent applicable to the Company. There have
been no material departures from prescribed accounting standards while preparing these financial statements;
b) The Board of Directors has selected the accounting policies described in the notes to the accounts, which have been
consistently applied, except where otherwise stated. The estimates and judgments relating to the financial statements have
been made on a prudent basis, in order that the financial statements reflect in a true and fair manner, the state of affairs of the
Company as at March 31, 2019 and the profit of the Company for the year ended on that date;
c) The Board of Directors has taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
d) The annual accounts have been prepared on the historical cost convention, as a going concern and on the accrual basis;
e) The Board of Directors has laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively; and
f) The Board of Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
SHIV NADAR
Chairman & Chief Strategy Officer
92 Directors’ Report
The 1999 Plan and 2000 Plan were lapsed and 2004 Plan is active. The entitlement of the Stock Option holders under 2004 Plan
is 8 equity Shares of ` 2 each against each option exercised. The Company has formed a ‘HCL Technologies Stock Options Trust’
as per the SEBI (Share Based Employee Benefits) Regulations, 2014, to implement, manage, operate and/or administer the 2004
Stock Option Plan of the Company. The trustees of the trust are Mr. Vineet Vij, Mr. Mathew George and Mr. Subodh Jain as on the
date of this Report. However, since the Company has been allotting shares directly, the said trust mechanism has not been used.
The details of the options granted under the 1999, 2000 and 2004 Plans are given below:
94 Directors’ Report
Details of options granted to employees amounting to 5% or more of the options granted during the year
ended March 31, 2019
None
Details of options granted to employees during the year ended March 31, 2019, amounting to 1% or more
of the issued capital of the company at the time of the grant
None
SHIV NADAR
Chairman & Chief Strategy Officer
Place: Noida (U.P.), India
Date: May 9, 2019
96 Directors’ Report
A. List of top ten employees in terms of remuneration received during financial year 2018-19
04-Jul-19 8:47:39 PM
B. List of employees employed for full financial year and in receipt of remuneration more than Rupees One Crore and Two Lacs per annum
Book 1.indb 98
Remuneration Designation Previous
S. Educational Experience
Name Age Designation Received during Date of Joining Previous Employment held in previous employment
No. Qualification in Years
the year (`) appointment held since
President - Systems Integration Accenture Services
1 Ajit Krishnan Kutty Kumar 55 MBA - Marketing 2,63,07,441 July 1, 2013 31 Managing Director June, 1988
& Applications, Delivery Pvt. Ltd.
98 Directors’ Report
Executive Vice President - Samsung India Vice President -
2 Amit Roy 60 CA 1,95,57,740 July 16, 2007 35 September, 2006
Taxation Electronics Pvt. Ltd. Taxation
M Tech -
Executive Vice President - Tata Consultancy Sr. Consultant /
3 Amitava Sengupta 49 Computer 1,05,34,537 October 26, 2009 25 April, 1994
Digital & Analytics Services Ltd. IOU Head
Science
Corporate Vice President - M.Tech - HCL Hewlett Packard
4 Anup Dutta 60 1,17,18,580 July 1, 1996 38 Senior Manager July, 1987
Engg. & R&D Services Electrical Ltd.
Ascend Technologies Director / Center
5 Apparao V V 57 Chief Human Resources Officer B.Tech, M.Tech 2,57,03,890 March 10, 2003 35 August, 1996
Ltd. Head
President – Engg. and R&D B.Tech - HCL Hewlett Packard Senior Manager
6 Gade Hanumantha Rao 61 2,26,63,014 July 1, 1996 38 November, 1980
Services Electronics Ltd. - R&D
Executive Vice President - General Motors India General Manager -
7 Goutam Rungta 46 CA, CWA 1,35,73,730 March 1, 2007 23 July, 2003
Business Finance Pvt. Ltd. Finance
Corporate Vice President -
PGD - Marketing Major Account
8 Maninder Singh Narang 49 Cyber Security & Global Risk 1,30,55,572 August 21, 1995 29 Fujitsu ICIM Ltd. February, 1992
Management Manager
Compliance
Executive Vice President - Cognizant Technology Director -
9 Mathew George 51 CA 1,43,05,787 May 2, 2013 25 October, 2011
Central Support Solutions India Pvt. Ltd. Consulting
Senior Vice President - Corp. Pricewaterhouse
10 Nalin Mittal 47 CA, CWA 1,08,22,588 April 1, 1998 26 Article July, 1993
Administration Coopers
11 Prahlad Rai Bansal 62 Deputy Chief Financial Officer CA 2,60,49,494 August 30, 2000 40 HCL America Inc. Vice President November, 1997
04-Jul-19 8:47:39 PM
Book 1.indb 99
Remuneration Designation Previous
S. Educational Experience
Name Age Designation Received during Date of Joining Previous Employment held in previous employment
No. Qualification in Years
the year (`) appointment held since
Executive Vice President, MBA - Business Senior Lead-
18 Srimathi Shivashankar 51 1,13,15,422 December 1, 2010 16 Infosys Ltd. January, 2003
Program Director - New Vistas Administration Diversity
Subramanian Executive Vice President - Satyam Computer Vice President -
19 52 CA, CS, CWA 1,39,97,440 December 9, 2010 29 June, 2005
Gopalakrishnan Business Finance Services Ltd. Finance
Varanasi Guru Venkata Senior Vice President - Internal Vice President -
20 55 CWA 1,57,20,186 January 24, 2011 32 ATG Tires Pvt Ltd. June, 2010
Subbaraya Sharma Audit & Risk Management Internal Audit
B.Tech -
Venkata Ramana Senior Vice President - Global Senior Vice
21 55 Electronics & 1,23,35,651 January 8, 2015 31 Genpact India February, 2000
Samudrala Information Technology President
Communications
Corporate Vice President - M.Sc (Computer
HCL Hewlett Packard
22 Vijay Anand Guntur 51 HNC Delivery, Engg. and R&D Science), MBA - 1,23,90,263 July 14, 1994 30 Deputy Manager June, 1989
Ltd.
Services Finance
Executive Vice President - Tata Consultancy
23 Vineet Vedprakash Sood 52 CWA 1,62,16,098 November 25, 2010 28 Treasurer March, 2006
Treasury Services Ltd.
04-Jul-19 8:47:39 PM
C. List of employees employed for part of the financial year and in receipt of remuneration more than Rupees Eight Lacs and Fifty Thousand per month
SHIV NADAR
Chairman & Chief Strategy Officer
04-Jul-19 8:47:39 PM
CORPORATE GOVERNANCE REPORT 2018-19
Good governance facilitates efficient, effective and Corporate Governance is an integral part of the philosophy of the
entrepreneurial management that can deliver stakeholder Company in its pursuit of excellence, growth and value creation.
value over the longer term. It is about commitment to values In addition to complying with the statutory requirements,
and ethical business conduct. It is a set of laws, regulations, effective governance systems and practices towards improving
processes and customs affecting the way a company is transparency, disclosures, internal control and promotion of
directed, administrated, controlled or managed. ethics at work place have been institutionalized. The Company
recognizes that good governance is a continuing exercise
Good Corporate Governance underpins the success and
and reiterates its commitment to pursue highest standards
integrity of the organizations, institutions and markets. It is one
of Corporate Governance in the overall interest of all its
of the essential pillars for building an efficient and sustainable
stakeholders.
environment.
Be transparent and maintain high degree of disclosure The Board of Directors (“Board”) is at the core of the Company’s
levels. When in doubt, disclose it. Corporate Governance practices and oversees how the
management serves and protects the long term interests of all
Make a clear distinction between personal convenience the stakeholders. The Company believes that an active, well
and corporate resources. informed and independent Board is necessary to ensure the
highest standards of Corporate Governance.
Communicate externally, in a truthful manner, about how
the Company runs internally. The Board of the Company has an optimum combination of
Executive, Non-Executive and Independent Directors who have
Have a simple and transparent corporate structure driven
an in-depth knowledge of business, in addition to the expertise
solely by business needs.
in their areas of specialization. During the year, majority of
Comply with the laws in all the countries in which the the Board comprised of Independent Directors. Independent
Company operates. Directors play a critical role in imparting balance to the Board
processes by bringing independent judgments on issues of
Management is the trustee of shareholders’ capital and not strategy, performance, resources, standards of the Company,
the owner. conduct etc.
Resignation of Director(s)
Mr. Keki Mistry (DIN – 00008886) resigned as a Director of the Company w.e.f. April 30, 2018 before the expiry of his first term of
appointment in the Company. As confirmed by Mr. Keki Mistry vide his letter of resignation, the reason of his resignation was his
inability to devote sufficient time to the Company in view of his increased commitment to HDFC and its group companies and due
to travel constraints. There are no material reasons for his resignation, other than those stated herein.
Further, Mr. Sudhindhar Krishan Khanna (DIN - 01529178) resigned as a Director of the Company w.e.f. April 8, 2019. As confirmed
by Mr. Khanna in his letter of resignation, the reason of his resignation were health issues. There are no material reasons for his
resignation, other than those stated herein.
Appointment of Director(s)
During the financial year under review, Mr. James Philip Adamczyk (DIN - 08151025) was appointed as an Additional Director in
the capacity of Independent Director of the Company by the Board of Directors w.e.f. July 26, 2018. Subsequently, at the Twenty
Sixth Annual General Meeting (‘AGM’) of the Company held on September 18, 2018, Mr. James Philip Adamczyk was appointed
as an Independent Director of the Company in terms of Section 149 of the Companies Act, 2013 (the “Act”), to hold office for a
period of five years.
At the Twenty Second AGM of the Company held on December 4, 2014, Mr. R. Srinivasan, Ms. Robin Ann Abrams, Dr. Sosale
Shankara Sastry and Mr. S. Madhavan were appointed as Independent Directors of the Company for a period of five consecutive
years and therefore, their first term of appointment shall end at the conclusion of the ensuing Twenty Seventh AGM of the Company
to be held in the year 2019. Considering their immense contributions towards the Company and pursuant to the recommendations
of the Nomination & Remuneration Committee, the Board in its meeting held on May 9, 2019 recommended the re-appointment
of Mr. R. Srinivasan, Ms. Robin Ann Abrams, Dr. Sosale Shankara Sastry and Mr. S. Madhavan as Independent Directors for a
second term of five consecutive years from the conclusion of the Twenty Seventh AGM of the Company to be held in the year 2019
till the conclusion of the Thirty Second AGM to be held in the year 2024, for approval of shareholders of the Company.
As on the date of this Report, the Board consists of 10 members, of which, one is the Promoter Director who is designated as the
Chairman & Chief Strategy Officer of the Company. The other 9 Directors are Non-Executive Directors, of which 8 are Independent
Non-Executive Directors. The Board also comprises of three Women Directors.
Composition of the Board and number of Directorship(s) / Committee Membership(s) / Chairmanship(s) held as on March
31, 2019 in other entities is as follows:
BRIEF PROFILE OF THE BOARD MEMBERS: 2013, the AIMA Managing India Corporate Citizen Award, the
ICSI Lifetime Achievement Award for excellence in Corporate
Mr. Shiv Nadar Governance and the Golden Peacock Award for Social
Mr. Shiv Nadar, aged 74 years, is the Founder & Chairman Leadership in 2014. He has been named as the Philanthropist
of HCL Technologies Limited and Shiv Nadar Foundation. of the Year by the Economic Times Family Business Awards in
An Electrical Engineer from Coimbatore, South India, he 2018 and as the Outstanding Philanthropist of the Year in 2015
established HCL as a start-up in 1976. Acknowledged as a by Forbes. Mr. Nadar was also featured as the most generous
visionary by the IT industry and his peers, Mr. Shiv Nadar has Indian by the Hurun India Philanthropy List 2016. Determined to
often made daring forays based on his conviction of the future. give back to the society, Mr. Nadar has been quietly supporting
The University of Madras and IIT Kharagpur awarded him an several significant social causes through the Shiv Nadar
Honorary Doctorate Degree in Science for his outstanding Foundation. The Foundation has established the not-for-profit
contribution to IT in India. In recognition of his pioneering role SSN College of Engineering in Chennai, ranked among India’s
in business and philanthropy in India and across the globe, Mr. top ranked private engineering colleges. A young and a unique
Nadar has received several honours and accolades, notable research-led interdisciplinary Shiv Nadar University has been
being the Padma Bhushan from the President of India in 2008 identified as India’s first Ivy League institution. The Foundation
and the BNP Paribas Grand Prize for Individual Philanthropy in has also established VidyaGyan schools in Uttar Pradesh
Leadership Y Y - Y Y Y Y Y Y Y
Innate leadership skills including the
ability to represent the organization and
set appropriate Board and organization
culture. Demonstrated strengths in talent
development, succession planning and
bringing change and long term future
growth.
Technology Y - Y - Y Y Y Y Y -
Reasonable knowledge and experience
in technology with an ability to foresee
technological trends and changes,
apply new technology and bring about
innovations in business strategies.
Governance Y Y - Y Y Y Y - Y -
Understanding of the various governance
and compliance requirements under
various applicable laws, supporting a
strong Board base and management
accountability, transparency, and protection
of shareholder interests.
Financial Y Y - Y Y Y Y - Y -
Wide ranging knowledge and financial
skills, oversight for risk management and
internal controls and proficiency in financial
management and financial reporting
processes.
Diversity Y - Y - Y Y Y Y Y Y
An appropriate mix of varied cultures,
ethnicity, geography, gender, age,
philosophies, life experiences and other
diversity perspectives that expand the
Board’s understanding of the needs of
diverse stakeholders and a better ability to
respond to changes.
Global Business Y - Y Y - Y Y Y Y Y
Understanding of diversified business
environments, economic, political, cultural
and regulatory framework across the
globe, and a broad perspective on global
market opportunities.
the performance of Non-Independent Directors and the The Board and the NRC reviewed the performance of the
Board as a whole; individual Directors on the basis of the criteria such as
the contribution of the individual Director to the Board and
the performance of the Chairperson of the Company,
Committee meetings, preparedness on the issues to be
taking into account the views of the Executive Directors
discussed, meaningful and constructive contribution and inputs
and Non-Executive Directors; and
in meetings, etc. In addition, the Chairman was also evaluated
the quality, quantity and timeliness of flow of information on the key aspects of his role.
between the Company Management and the Board that
In a separate meeting of the Independent Directors, the
is necessary for the Board to effectively and reasonably
performance of the Non-Independent Directors, performance
perform their duties. of the Board as a whole and performance of the Chairman was
evaluated. The same was discussed in the Board meeting that
FAMILIARISATION PROGRAMME FOR INDEPENDENT
followed the meeting of the Independent Directors, at which the
DIRECTORS
performance of the Board, its committees and the individual
The Directors are provided with necessary documents, directors was discussed.
reports and internal policies to enable them to familiarize with
the Company’s procedures and practices. Further, periodic BOARD DIVERSITY
presentations are made at the Board and Committee Meetings, The Company recognizes its obligation to maintain a Board
on business and performance updates of the Company, global with a diversity of Directors. The Company considers that the
business environment, business strategy and risks involved. concept of diversity incorporates a number of different aspects,
Quarterly updates on relevant statutory changes are provided such as professional experiences, business perspectives, skills,
to the Directors in the Board Meetings. knowledge, gender, age, cultural and educational background,
ethnicity and length of service.
Upon appointment, the Directors are issued a Letter of
Appointment setting out in detail the terms of employment The Company believes that Board diversity enhances decision
including their roles, function, responsibilities and their fiduciary making capability and a diverse Board is more effective in
duties as a Director of the Company. dealing with organizational changes and less likely to suffer
from group thinking. The Board has adopted the Policy on
The details of such familiarization programme for Independent
Board Diversity which sets out the approach for the diversity of
Directors are posted on the website of the Company
the Board of Directors.
and are available at https://www.hcltech.com/investors/
governancepolicies. BOARD COMMITTEES
BOARD EVALUATION The Board Committees play a crucial role in the governance
structure of the Company and are being set out to deal
The Board of Directors, pursuant to the provisions of the Act and
with specific areas / activities which concern the Company
Regulation 17(10) of the Listing Regulations has carried out an
and need a closer review. They are set up under the formal
Annual Evaluation of its own performance, performance of the
approval of the Board to carry out their clearly defined roles.
Board Committees and of the individual Directors (including the
The Board supervises the execution of its responsibilities by
Independent Directors and the Chairperson).
the committees and is responsible for their action.
Corporate Employees’
Nomination & Stakeholders’ Risk
Audit Social Finance Stock Option Diversity
S. No. Director Remuneration Relationship Management
Committee Responsibility Committee Allotment Committee
Committee Committee Committee
Committee Committee
Executive Director(s)
1. Mr. Shiv Nadar N.A. Member Member Member Member Member N.A. Member
Non-Independent, Non-Executive Director(s)
2. Ms. Roshni Nadar Malhotra N.A. Member Member Chairperson Member N.A. N.A. Member
3. Mr. Sudhindar Krishan Khanna (1) N.A. N.A. N.A. N.A. Member N.A. N.A. N.A.
Independent, Non-Executive Director(s)
4. Mr. Deepak Kapoor Member N.A. N.A. N.A. N.A. N.A. Member N.A.
5. Mr. James Philip Adamczyk (2) N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
6. Mr. S. Madhavan (3) Chairman N.A. Chairman Member Chairman Member Chairman N.A.
7. Ms. Nishi Vasudeva Member N.A. N.A. N.A. N.A. N.A. Member N.A.
8. Ms. Robin Ann Abrams Member Member N.A. N.A. N.A. N.A. Member Chairperson
9. Dr. Sosale Shankara Sastry N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
10. Mr. R. Srinivasan N.A. Chairman N.A. N.A. Member N.A. N.A. N.A.
11. Mr. Thomas Sieber N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
(1) Mr. Sudhindhar Krishan Khanna resigned as a Director of the Company w.e.f. April 8, 2019.
(2) Mr. James Philip Adamczyk was appointed as a Director of the Company w.e.f. July 26, 2018.
(3) Mr. S. Madhavan was appointed as the Chairman of the Audit Committee and Risk Management Committee in place of Mr. Keki Mistry who
resigned from the Board of the Company w.e.f. April 30, 2018.
1. Audit Committee
As on March 31, 2019, the Audit Committee comprised of four Independent Directors namely:
a) Mr. S. Madhavan (Chairman)
b) Mr. Deepak Kapoor
c) Ms. Nishi Vasudeva
d) Ms. Robin Ann Abrams
During the year under review, Mr. S. Madhavan was appointed as the Chairman of the Committee in place of Mr. Keki Mistry
who resigned from the Board of the Company w.e.f. April 30, 2018.
The terms of reference of Audit Committee are as under: Discuss with the statutory auditors the matters required
to be discussed for the conduct of the audit.
a) Statutory Auditors
e) Review and examination of Audit Results
Recommend to the Board the appointment,
re-appointment and if required, the replacement or Review and examination with the statutory auditors
removal of the statutory auditors, including filing of a the proposed report on the annual audit, areas of
casual vacancy, fixation of audit fee / remuneration, concern, the accompanying management letter, if any,
terms of appointment and also provide prior approval of the reports of their reviews of the Company’s interim
the appointment of and the fees for any other services financial statements and the reports of the results of
rendered by the statutory auditors. Provided that the such other examinations outside of the course of the
statutory auditors shall not render services prohibited statutory auditors’ normal audit procedures that they
to them by Section 144 of the Companies Act, 2013 or may from time to time undertake.
by professional regulations.
f) Review and examination of Financial Statements
The Committee shall take into consideration the
qualifications and experience of the Firm proposed to Review and examination of the Company’s financial
be considered for appointment as auditors as specified reporting process and the disclosure of its financial
under Section 141 of the Companies Act, 2013 and information to ensure that the financial statements
whether these are commensurate with the size, nature are accurate, sufficient and credible and evaluation
of business and requirements of the Company and of internal financial controls and risk management
also consider any completed and pending proceedings systems, to obtain reasonable assurance based on
against the proposed firm of Auditors before the evidence regarding processes followed and their
Institute of Chartered Accountants of India or any appropriate testing that such systems are adequate
competent authority or any Court. and comprehensive and are working effectively.
The Audit Committee shall review with appropriate
The Committee shall recommend to the Board, the officers of the Company and the statutory auditors,
name of the audit firm who may replace the incumbent the annual financial statements of the Company prior
auditor on the expiry of their term. to submission to the Board or public release thereof,
focusing primarily on:
b) Review and monitor independence and
performance of Statutory Auditors and 1) Matters required to be included in the Directors’
Effectiveness of Audit Process. Responsibility Statement to be included in the
Board’s Report in terms of Section 134(5) of the
In connection with recommending the firm to be
Companies Act, 2013;
retained as the Company’s statutory auditors,
review and monitor the information provided by the 2) Any changes in accounting policies and practices
management relating to the independence of such firm and reasons for the same;
and performance and effectiveness of audit process,
including, among other things, information relating to 3) Major accounting entries based on exercise of
the non-audit services provided and expected to be judgment by management;
provided by the statutory auditors. 4) Qualifications in draft audit report;
The Committee is also responsible for: 5) Significant adjustments made in the financial
1) Actively engaging in dialogue with the statutory statements arising out of audit;
auditors with respect to any disclosed relationship 6) The going concern assumption;
or services that may impact the objectivity and
independence of the statutory auditors; and 7) Compliance with accounting standards;
2) Recommending that the Board takes appropriate 8) Compliance with stock exchange and legal
action in response to the statutory auditors’ Report requirements concerning financial statements;
to satisfy itself of their independence.
9) Any related party transactions i.e. transactions of
c) Review audit plan the Company with its subsidiaries, promoters or
the management, or their relatives, etc. that may
Review with the statutory auditors their plans for, and have conflict with the interest of the Company at
the scope of, their annual audit and other examinations. large;
Review with the senior internal auditing executive Review such other matters in relation to the accounting,
and appropriate members of the staff of the internal auditing and financial reporting practices and
auditing department the periodic reports of the findings procedures of the Company as the Committee may, in
of the audit and reports and the necessary follow up its own discretion, deem desirable in connection with
and implementation of correction of errors and other the review functions described above.
necessary actions required. The Audit Committee shall
q) Reporting to Board
also review the findings of any internal investigations
by the internal auditors into the matters where there Report its activities to the Board in such manner and at
is suspected fraud or irregularity or a failure of the such times, as it deems appropriate.
internal control system of a material nature and
ensure that proper corrective action is taken. Any such r) Investigation
matters shall be reported to the Board if necessary and The Audit Committee has the authority to investigate
appropriate. any matter in relation to the items specified in Section
n) Review systems of Internal Financial Controls 177 of the Companies Act, 2013 or referred to it by the
Board and for this purpose. It shall have full access
Review with the statutory auditors, and the senior to the information contained in the records of the
internal auditor to the extent deemed appropriate by Company. It may also investigate any activity within its
the Chairman of the Committee, the adequacy of the term of reference. It has the authority to look into the
Company’s internal financial controls as defined in reasons for substantial defaults in the payment to the
Section 134 of the Companies Act, 2013. depositors, debentureholders, shareholders (for non-
payment of declared dividends) and creditors, if any
o) Review and ensure the existence, adequacy
and any other instance of a failure of legal compliance.
and effective functioning of a Vigil Mechanism
/ Whistleblower Policy appropriate to the size, s) Seek Information / Advice
complexity and geographic spread of the Company
and its operations The Audit Committee may seek information from any
employee and may obtain from external independent
The vigil mechanism / Whistleblower Policy shall sources any legal or other professional advice it
provide for adequate safeguards against victimization considers necessary in the performance of its duties.
of all persons referring any matter under the mechanism It may also secure attendance of independent
and shall also provide for direct access to the Chairman professional persons with suitable qualifications and
of the Audit Committee in appropriate or exceptional relevant experience in specific matters, if it considers
cases. Matters referred and the action taken shall be this necessary.
regularly reported to the Committee once a quarter or
more frequently. The mechanism and policy shall cover t) Approval for appointment of Chief Financial Officer
whistleblower and complaint references of all kinds, The Committee shall approve the appointment of the
including alleged fraud by or against the Company, CFO (the whole-time Finance Director or any other
abuse of authority, misbehaviour and ill treatment and person heading the finance function) after assessing
unfair treatment of all kinds including all allegations and the qualifications, experience and background etc. of
charges of harassment, sexual or otherwise, whether the candidate.
made by a named complainant or anonymously.
Complaints which are prima facie frivolous in the view u) Review and monitor the Statement of Uses and
of the Ethics Committee Ombudsperson Function Application of Funds
or the Whistleblower Committee of the Company or
Review and monitor, with the management, the
other Committee or group of individuals responsible
statement of uses / application of funds raised through
for investigating complaints and taking suitable action
an issue (public, rights, preferential issue etc.), the
may be closed with appropriate reasons recorded.
statement of funds utilized for purposes other than
If any of the members of the Committee have a
those stated in the offer document / prospectus /
conflict of interest in a given case, they should recuse
notice and the report submitted by the monitoring
themselves and the others on the Committee would
agency monitoring the utilization of proceeds of the
deal with the matter on hand.
public issue or rights issue and make appropriate
recommendations to the Board.
4) Internal audit reports relating to internal control b) “Related Party” means a related party as defined
weaknesses. under the Companies Act, 2013, rules made
thereunder and under applicable accounting
5) The appointment, removal and terms of standards and SEBI (Listing Obligations and
remuneration of the Chief Internal Auditor. Disclosure Requirements) Regulations, 2015
6) Inter-corporate loans and investments including (including any amendments thereof).
review of utilization of loans and/or advances x) To attend Annual General Meeting
from / investment by the Company in any of its
subsidiary exceeding the prescribed limit of the The Chairman of the Audit Committee shall attend the
asset size of the subsidiary as provided in SEBI Annual General Meetings of the Company to provide
(Listing Obligations & Disclosure Requirements), any clarification on matters relating to its scope sought
Regulations, 2015. by the members of the Company.
7) Valuation of undertakings and assets of the The statutory auditors of the Company shall be special
Company whenever necessary. invitees to the Audit Committee meetings and they
shall participate in discussions related to the audit and
8) Internal control system in regard to prevention of reviews of the financial statements of the Company
insider trading. and any other matter that in the opinion of the statutory
w) Basis of Related Party Transactions auditors needs to be brought to the notice of the
Committee or any matter in which they are invited by
1) The statement in summary form of transactions the Committee to participate.
with related parties in the ordinary course of
business shall be placed periodically before the y) Subsidiary Companies
Audit Committee. The Audit Committee of the holding company shall
2) Details of individual transactions with related also review the financial statements, in particular the
parties, which are not in the normal course inter-corporate loans and investments made by or in
of business, shall be placed before the Audit the subsidiary companies.
Committee. z) Reporting of Fraud by the Auditors
3) Details of individual transactions with related In case the auditor has sufficient reason to believe
parties or others, which are not on an arm’s length that an offence involving fraud is being or has been
basis shall be placed before the Audit Committee committed against the Company by officers or
together with the management’s is justification for employees of the Company or by the Company the
the selection of the related party and the price and Auditor shall forward his report to the Committee and
other terms agreed. the Committee shall send its reply or observations to
4) Approval or any subsequent modification of ALL the Auditor and such matters shall be reported to the
transactions of the Company with related parties. Board by the Committee.
7. Risk Management Committee 10. To advise the Board on acceptable levels of risk
appetite, tolerance and strategy appropriate to the
As on March 31, 2019, the Risk Management Committee
size and nature of business and the complexity and
comprised of the following members:
geographic spread of the Company’s operations.
a) Mr. S. Madhavan (Chairman)
11. To review and reassess the adequacy of this charter
b) Mr. Deepak Kapoor periodically and recommend any proposed changes to
c) Ms. Nishi Vasudeva the Board for approval from time to time.
d) Ms. Robin Ann Abrams
12. The Committee shall have access to any internal
During the year under review, Mr. S. Madhavan was information necessary to fulfill its oversight role. As
appointed as the Chairman of the Committee in place of Mr. and when required, the Committee may assign tasks
Keki Mistry who resigned from the Board of the Company to the Internal Auditor the Company’s internal Risk
w.e.f. April 30, 2018. management team and any external expert advisors
considered necessary for any task and they will
Terms of Reference
provide their findings to the Committee.
1. To assist the Board of Directors (“Board”) in overseeing
During the year under review, the Committee met once on
the responsibilities with regard to the identification,
January 11, 2019. The necessary quorum was present for
evaluation and mitigation of operational, strategic and
the meeting.
external environmental risks including cyber security
risks. Further, a meeting of the Risk Management Committee
was held via teleconference call on November 2, 2018
2. To assist the Board in taking appropriate measures to
and the decisions were taken through resolutions by
achieve a prudent balance between risk and reward in
circulation.
both ongoing and new business activities.
8. Diversity Committee
3. To review and approve the Risk Management Policy
and associated framework, processes and practices. During the year under review, in order to affirm, guide and
support the commitment of the Company to drive gender
4. To evaluate significant risk exposures including
diversity, the Board of Directors formed a Committee of the
business continuity planning and disaster recovery
Board of Directors named as Diversity Committee.
planning.
As on March 31, 2019, the Diversity Committee comprised
5. To assess management’s actions in mitigating the risk
of the following members:
exposures in a timely manner.
a) Ms. Robin Ann Abrams (Chairperson)
6. To promote Enterprise-wide Risk Management and
b) Ms. Roshni Nadar Malhotra
obtain comfort based on adequate and appropriate
evidence that the Management of the Company c) Mr. Shiv Nadar
ensures the implementation and effective functioning Terms of Reference
of the entire risk management process and embedding
of a comprehensive risk management culture in the 1. To serve in an advisory capacity to provide management
Company at every stage of its operations. with appropriate guidance on gender diversity.
4. To monitor and oversee the development and The Board has prescribed a Code of Business Ethics and
implementation of diversity policies, programs and Conduct (COBEC) that provides for transparency, ethical
actions and procedures so as to ensure that they conduct, a gender friendly workplace, legal compliance and
are appropriate to, and assist in the fulfilment of, the protection of Company’s property and information. COBEC is
Company’s duties and responsibilities to provide equal a set of guiding principles and covers all directors, employees,
opportunities to female candidates / employees. third party vendors, consultants and customers across the
world. COBEC also includes the duties of Independent Directors
5. To provide periodic reports to the Board.
as mentioned in Schedule IV of the Act. COBEC is periodically
During the year under review, the Committee met four reviewed taking into account the prevailing business and
times on April 27, 2018, July 25, 2018, October 16, 2018 ethical practices. The Code is also posted on the website of
and January 16, 2019. The necessary quorum was present the Company https://www.hcltech.com/investors/governance-
for all the meetings. policies.
SUCCESSION PLANNING All Board members and senior management personnel have
confirmed compliance with the Code for the financial year
Succession Planning aids the Company in identifying and ended March 31, 2019. A declaration to this effect signed by the
developing internal people with the potential to fill certain Chairman & Chief Strategy Officer and CEO of the Company is
key positions in the Company viz. Chief Executive Officer, provided elsewhere in this Annual Report.
Chief Operating Officer, Chief Financial Officer and Company
Secretary. It increases the availability of experienced and CODE FOR PREVENTION OF INSIDER TRADING
capable employees that are prepared to assume these roles
The Company has comprehensive guidelines on prevention
as they become available. Succession Planning is a part of
of Insider Trading in line with the SEBI (Prohibition of Insider
the charter of the Nomination & Remuneration Committee of
Trading) Regulations, 2015 (as amended from time to time).
the Company. The Committee shall identify, screen and review
The Code of Conduct on Prohibition of Insider Trading (‘Insider
candidates, inside or outside the Company and provide its
Trading Code’) for prevention of Insider Trading inter-alia
recommendations to the Board.
prohibits purchase / sale of shares of the Company by the
INDEPENDENCE OF STATUTORY AUDITORS Designated Persons (as defined under the Insider Trading
Code) while in possession of unpublished price sensitive
The Board ensures that the statutory auditors of the Company information in relation to the Company. The Company, within
are independent and have an arm’s length relationship with the two working days of receipt of the information under the Initial
Company. and Continual Disclosures from the Designated Persons (as
TOTAL FEES PAID TO STATUTORY AUDITORS defined under the Insider Trading Code), discloses the same
to all the Stock Exchanges, where the shares of the Company
A total fee of ` 25.68 crore was paid by the Company and its are listed.
subsidiaries for all audit and non-audit services availed, on a
consolidated basis, to the Statutory Auditors and all entities in ANTI-BRIBERY POLICY AND ANTI-CORRUPTION POLICY
the network firm / network entity of which the Statutory Auditors To ensure the Company’s policy for conducting its business
is a part, for the financial year ended March 31, 2019. activities with honesty, integrity and highest possible ethical
MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS standards and company’s commitment towards prevention,
deterrence and detection of fraud, bribery and other corrupt
There have been no materially significant related party business practices, the Company has in place an Anti-Bribery
transactions, monetary transactions or relationships between and Anti-Corruption Policy that applies to the employees at
the Company and its Directors, management, subsidiary or all levels, directors, consultants, agents and other persons
The location and time of the AGMs held and details of Special Resolution(s) passed thereat during the preceding 3 years are as
follows:
Financial
Date Time Venue Details of Special Resolution passed
Year
2015-16 September 27, 2016 11:00 A.M. The ‘Stein Auditorium’, Habitat No special resolution passed
World, at India Habitat Centre,
Lodhi Road, New Delhi-110003
2016-17 September 21, 2017 11:00 A.M. The ‘Stein Auditorium’, Habitat Re-appointment of Mr. Shiv Nadar as
World, at India Habitat Centre, the Managing Director of the Company
Lodhi Road, New Delhi-110003
2017-18 September 18, 2018 11:00 A.M. The ‘Stein Auditorium’, Habitat No special resolution passed
World, at India Habitat Centre,
Lodhi Road, New Delhi-110003
Based on the Scrutinizers’ Report, the details of voting pattern in respect of the Special Resolution is as under:
Votes in favour of the Resolution Votes against the Resolution Invalid Votes
Number of Number of Total Total
% of
Description members voted members voted Number % of total number of number
total
of the through remote Number of through remote of valid number members of
number
Resolution e-voting system valid votes e-voting system votes of valid whose invalid
of valid
and through cast (shares) and through cast votes votes were votes
votes
postal ballot postal ballot (shares) cast declared cast
cast
forms forms invalid (shares)
Approval for
Buy-back of 2,921 1,23,71,42,925 99.59 184 50,86,334 0.41 59 4,958
Equity Shares
Electronic copies of the Annual Report 2018-19 and notice of CERTIFICATE FROM PRACTICING COMPANY SECRETARY
the Twenty Seventh AGM will be sent to all the members whose ON QUALIFICATION OF DIRECTORS
e-mail addresses are registered with the Company / Depository
As required under Part C of Schedule V the Listing
Participant(s). For members who have not registered their
Regulations, certificate dated May 9, 2019 obtained from
e-mail addresses, physical copies of the Annual Report 2018-
19 and notice of Twenty Seventh AGM shall be sent in the M/s. Chandrasekaran Associates, Practicing Company
permitted mode. Members requiring physical copies can send Secretaries confirming that none of the Directors on the Board
a request to the Company Secretary. of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by SEBI /
The Company sends the communications to the shareholders Ministry of Corporate Affairs or any such statutory authority, is
by electronic mode. The shareholders of the Company annexed hereto.
are requested to register their e-mail addresses with their
depository participants to ensure that the annual report and ANNUAL SECRETARIAL COMPLIANCE REPORT
other documents reach them on their preferred e-mail address. As required under Regulation 24A of the Listing Regulations,
Shareholders who hold shares in physical form are requested the Annual Secretarial Compliance Report dated May 9,
to register their e-mail addresses with the Registrar & Share 2019 issued by M/s. Chandrasekaran Associates, Practicing
Transfer Agent, by sending a letter duly signed by the first / sole Company Secretaries, is annexed hereto.
holder quoting details of Folio no.
The details of the monthly high and low prices of the Equity Shares of the Company and its comparison to broad based indices
BSE Sensex and NSE Nifty for period April 1, 2018 to March 31, 2019 are as follows:
Source: This information is compiled from the data available from the website of BSE.
Source: This information is compiled from the data available from the website of NSE.
o. Registrar & Shares Transfer Agent: through the depositories with no involvement of the
Company. For the transfer of shares held in physical form,
The Company has appointed M/s. Link Intime India Private
the authority has been delegated to the Company’s officials
Limited as its Registrar and Share Transfer Agent (”RTA”),
who generally consider and approve the share transfer
in place of M/s. Alankit Assignments Limited, with effect
requests on a fortnightly basis.
from April 29, 2019. The details are as below -
The shares sent for physical transfer are generally
M/s. Alankit Assignment Limited
registered and returned within a period of 15 days from the
205-208, Anarkali Market date of receipt of request, subject to documents being valid
Jhandawalan Extension and complete in all respects. As per the requirement of
New Delhi, India - 110055 Regulation 40 (9) of the Listing Regulations, the Company
SEBI Registration No.: INR000002532 has obtained half-yearly certificates from Practising
Telephone: +91-11-42541234, 23541234 Company Secretary for due compliance of share transfer
Fax: +91-11-42541967 formalities and filed the same with the Stock Exchanges.
M/s. Link Intime India Private Limited As on March 31, 2019, no equity share was pending for
transfer.
C-101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai, q. Reconciliation of Share Capital Audit Report
Maharashtra - 400 083
As required under Regulation 76 of the Securities and
SEBI Registration No.: INR000004058
Exchange Board of India (Depositories and Participants)
Telephone: 022-49186270 Regulations, 2018 (erstwhile Regulation 55A of SEBI
Fax: 022-4918 6060 (Depositories and Participants), Regulations, 1996), the
E-mail: [email protected] reconciliation of share capital audit report on the total
admitted capital with National Securities Depository Limited
Note : The No-objection Certificate from M/s. Alankit
(“NSDL”) and Central Depository Services (India) Ltd.
Assignment Limited to transfer the electronic connectivity
(“CDSL”) and the total issued and listed capital for each
from the Depositories is awaited. Accordingly, the final date
of the quarter in the financial year ended March 31, 2019
on which the RTA activities would be transferred to Link
was carried out. The audit reports confirm that the total
Intime shall be notified to the shareholder in due course.
issued / paid-up share capital is in agreement with the total
p. Share Transfer System number of shares in physical form and the total number of
dematerialized shares held with NSDL and CDSL.
99.96% of the equity shares of the Company are in
dematerialized form. Transfer of these shares are done
*These represent shares which were transferred to Investor Education and Protection Fund by the Company during the year.
The shares of the Company are under compulsory dematerialization (“Demat”) category and consequently, shares of the
Company can be traded only in electronic form.
a. Share certificate(s) along with Demat Requisition Form (DRF) is to be submitted by the shareholder to the Depository
Participant (DP) with whom he / she has opened a Depository Account.
c. DP forwards the DRF and share certificates to the Company’s Registrar & Shares Transfer Agent.
d. The Company’s Registrar & Shares Transfer Agent after processing the DRF confirms or rejects the request to the Depositories.
e. Upon confirmation, the Depository gives the credit to shareholder in his / her depository account maintained with DP.
As on March 31, 2019, about 99.96% of the equity shares issued by the Company are held in dematerialized form.
The Company’s equity shares are regularly traded on NSE and BSE, in dematerialized form.
The Company’s ISIN in NSDL & CDSL for Equity Shares is INE860A01027.
t. Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on equity
The Company has not issued any GDRs / ADRs / warrants or other instruments, which are pending for conversion.
Please refer to Management Discussion and Analysis Report for the same.
v. Transfer of Unpaid / Unclaimed Dividend to Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Act, the dividend amount(s) which have remain unpaid or unclaimed for
a period of seven consecutive years from the date of declaration have been transferred by the Company to the Investor
Education and Protection Fund (‘IEPF’) established by the Central Government pursuant to Section 125 of the said Act.
Shareholders who have not enchased their dividend warrants relating to the dividend specified in table below are requested
to immediately send their request for issue of duplicate warrants. Once the unclaimed dividend is transferred to the IEPF, the
same can be claimed from the IEPF Authority after following the procedures prescribed in the IEPF Rules.
Dividend
Dividend Record Date / Book Dividend Payment Due Date of
Year Date of Declaration Amount
Type Closure Dates Dates Transfer to IEPF
per share (`)
2011-2012 Interim April 18, 2012 April 24, 2012 May 2, 2012 2.00 May 21, 2019
Final October 22, 2012 October 23 - 24, 2012 * October 31, 2012 4.00 November 24, 2019
2012-2013 Interim October 17, 2012 October 23 - 24, 2012 * October 31, 2012 2.00 November 19, 2019
Interim January 17, 2013 January 22, 2013 January 30, 2013 2.00 February 17, 2020
Interim April 17, 2013 April 23, 2013 April 30, 2013 2.00 May 17, 2020
Final December 27, 2013 December 20 - 23, 2013 * December 31, 2013 6.00 January 30, 2021
2013-2014 Interim October 17, 2013 October 23, 2013 October 31, 2013 2.00 November 16, 2020
Interim January 16, 2014 January 23, 2014 January 31, 2014 4.00 February 15, 2021
Interim April 17, 2014 April 23, 2014 April 30, 2014 4.00 May 17, 2021
2014-2015 Interim July 31, 2014 August 6, 2014 August 14, 2014 12.00 August 30, 2021
Interim October 17, 2014 October 23, 2014 November 3, 2014 6.00 November 16, 2021
Interim January 30, 2015 February 5, 2015 February 11, 2015 8.00 March 1, 2022
Interim April 21, 2015 April 27, 2015 May 5, 2015 4.00 May 21, 2022
2015-2016 Interim Aug 3, 2015 August 10, 2015 August 17, 2015 5.00 September 2, 2022
Interim October 19, 2015 October 26, 2015 November 2, 2015 5.00 November 9, 2022
Interim Jan 19, 2016 January 28, 2016 February 4, 2016 6.00 February 18, 2023
2016-2017 Interim April 28, 2016 May 13, 2016 May 13, 2016 6.00 May 29, 2023
Interim August 3, 2016 August 19, 2016 August 19, 2016 6.00 September 3, 2023
Interim October 21, 2016 November 7, 2016 November 7, 2016 6.00 November 21, 2023
Interim January 24, 2017 February 9, 2017 February 9, 2017 6.00 February 24, 2024
2017-2018 Interim May 11, 2017 May 11, 2017 June 2, 2017 6.00 May 28, 2024
Interim July 27, 2017 August 4, 2017 August 11, 2017 2.00 August 26, 2024
Interim October 25, 2017 October 25, 2017 November 2, 2017 2.00 November 24, 2024
Interim Jan 19, 2018 January 30, 2018 February 5, 2018 2.00 February 18, 2025
2018-2019 Interim May 2, 2018 May 10, 2018 May 17, 2018 2.00 June 1, 2025
Interim July 27, 2018 August 6 to August 6, 2018 * August 14, 2018 2.00 August 26, 2025
Interim October 23, 2018 October 31, 2018 November 9, 2018 2.00 November 22, 2025
Interim January 29, 2019 February 6, 2019 February 14, 2019 2.00 February 28, 2026
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and
unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on September 18, 2018 (date of the last AGM) on the website of the Company at https://
www.hcltech.com/investors/iepf-details and on the website of the Ministry of Corporate Affairs.
Financial reporting for the first quarter ending June 30, 2019 August 6-7, 2019
Financial reporting for the second quarter ending September 30, 2019 October 22-23, 2019
Financial reporting for the third quarter and year ending December 31, 2019 January 29-30, 2020
Financial reporting for the fourth quarter and year ending March 31, 2020 April 29-May 1, 2020
AGM for the year ending March 31, 2020 August, 2020
The certificate dated May 9, 2019 obtained from the Statutory Auditors of the Company, M/s S.R. Batliboi & Co. LLP, confirming
compliance with the Corporate Governance requirements as stipulated under Schedule V read with Regulation 34 (3) of the
Listing Regulations, is annexed hereto.
z. Centres’ Locations
Chennai – STPI
RMZ Millenia Business Park, D-12, Sidco Industrial Estate, 64 & 65, Second Main Road,
(Campus 5, 3rd floor) Ambattur Industrial Estate, Ambattur Industrial Estate,
Dr. MGR Veeranam Road, No:143, Ambattur (AMB-1) Ambattur (AMB-3)
Perungudi Village, Sholinganallur Taluk, Chennai– 600058. T.N. India Chennai- 600 058, India
Kancheepuram District, Tamil Nadu, Telephone: +(91) 44 66874800 Telephone: +(91) 44 66483000
Chennai - 600096 Fax: +(91) 44 26244213 Fax: +(91) 44 42180653
Telephone: +(91) 44 24540999;
+(91) 44 61059900
94, South Phase Ambattur Industrial 73-74, South Phase, 8, South Phase, MTH Road,
Estate, Ambattur (AMB-4) Ambattur Industrial Estate Ambattur Ambattur Industrial Estate Ambattur
Chennai- 600 058, India (AMB-5), (AMB-6)
Telephone: +(91) 44 66892000 Chennai- 600 058, India Chennai- 600 058, India
Fax: +(91) 44 42153333 Telephone: +(91) 044 43935000 Telephone: +(91) 44 43968000
Fax: +(91) 044 42060441 Fax: +(91) 44 43967004
SP Info city, Block A,1st Floor Arihant Technopolis ETL- Chennai 1
Module 4 No: 40 MGR Main Road, 4/293 Old Mahabalipuram Road, 1st Floor, Tower-1, “Chennai One”,
Kodandarama Nagar, Perungudi, Kandanchavadi IT Park, Pallavaram-Thoraipakkam
Chennai, Tamil Nadu 600096 Perungundi Chennai, 200 Feet road, Thoraipakkam,
Telephone: +(91) 44 42955600 Tamil Nadu - 600 096, Chennai-600097
Telephone: +(91) 44 43957777 Telephone: +(91)044 49528436
Chennai SEZ
ELCOT–SEZ Special Economic ETA-Techno Park,
Zone, 602 / 3, 138, Shollinganallur Special Economic Zone
Village, Shollinganallur – Medavakkam 33, Rajiv Gandhi Salai, Navallur Village
High Road, Tambaram Tamil Nadu, and Panchayat,
Kancheepuram (Dist.) Thiruporur Panchayat Union,
Chennai - 600 119, India Chengalpet Taluk Kanchipuram Dist.
Telephone: +(91) 44 61050000 Chennai - 600119
Telephone: +(91) 44 47461000
Bangalore – STPI
No-137, Ground Floor, Vayu Block “Surya Sapphire”, HCL-Oxford House
‘B’ Wing, Salarpuria GR Tech Park, Plot No.3, Survey House No 20 & 22, # 501- 503, IV Floor,
Whitefield, Bangalore - 560066 Konappanan Agrahara Village Oxford House, No.15,
Telephone: +(91) 80 49214600 Electronic City, Hosur Road Rustom Bagh Main Road,
Bangalore - 560100. Behind Manipal Hospital
Telephone: + (91) 80 66267000 Old Airport
Fax: +(91) 80 28529100 Bangalore - 560017
Bangalore SEZ
Special Economic Zone, 129, Jigani Manyata Embassy Business Park – Karle Town Centre Survey Nos. 72, 91/3
Industrial Area, Bommasandra Jigani SEZ, Block C4(ELM), 1st Floor Wing A and 91/4, NagavaraVill, Kasaba Hobli,
Link Road, Bangalore - 562106 & Wing B, Outer Ring Road, Bangalore North Taluk
Telephone: +(91) 80 67810000 Nagavara & Rachenahalli Villages, Bangalore - 560045
Fax: +(91) 80 66311111 KR Puram Hobli Telephone: + (91) 80 66390100
Bangalore - 560045
Cessana Business Park- SEZ,
Ground & 1st Floor, Building 9
Kadubeesanahalli,
Bengalure - 560087
Telephone: +(91) 80 61485000
Noida – STPI
A- 8 & 9, Sector 60, Noida-201301, A11, Sector 16, A-2, Sec-3, Noida- 201301, U.P., India
U.P., India Noida-201301 U.P., India Telephone: +(91) 120 7313345
Telephone: +(91) 120 4384000 Telephone: +(91) 120 4383000
Fax: +(91) 120 4384606 Fax: +(91) 120 2510713
A- 9, 10 &11, Sector 3 B-34 / 3, Sector 59, A - 22, Sector 60,
Noida-201301, U.P., India Noida – 201301, U.P., India Noida-201301, U.P., India
Telephone: +(91) 120 2520917 Telephone: +(91) 120 4364488 Telephone: +(91) 120 4365700
Fax: +(91) 120 2520907 Fax: +(91) 120 2589688 Fax: +(91) 120 4347485
Pune – STPI
Plot 6 & 8, World Trade centre, 1st Floor, Wing 1,
Rajiv Gandhi Infotech Park, MIDC Survey No: 1, Tower - 3, Tower - A, Business Bay,
Phase 1, Hinjawadi, Pune - 411057 9th floor Kharadi, Survey No 103, Hissa No. 2
Telephone: +(91) 20 40284445 Pune - 411014, Airport Road, Yerwada
Maharashtra, India Pune - 411006, Maharashtra, India
Telephone: + (91) 20 67128800. Telephone: + (91) 20 67411251
Extn.: 7228875 Extn.: 7211251, 7211001
Pune – SEZ
Qubix Business Park Pvt. Ltd. Tower 7, Level
Block IT-5, 5th & 6th floor, S. No. 154/6, Upper Ground Floor,
Rajiv Gandhi Infotech Park (MIDC) (Wing A & B) Hadapsar Magarpatta, SEZ
Hinjawadi, Pune - 411057 Pune - 411013, MH, India
Telephone: + (91) 20-40284090/4444 Telephone: +(91) 20 30910001
Fax: + (91) 20-46751018 Extn: 6300, 6301
To,
The Members
HCL Technologies Limited
806, Siddharth, 96, Nehru Place
New Delhi-110019
Based on the disclosures/declarations received from Directors appointed on the Board of HCL Technologies Limited (“Company”),
we hereby certify that as on March 31, 2019, none of the Directors on the Board of Company have been debarred or disqualified
from being appointed or continuing as director of the Company by Securities and Exchange Board of India, Ministry of Corporate
Affairs or any such statutory authority.
Dr. S Chandrasekaran
Senior Partner
Membership No. 1644
Certificate of Practice No. 715
Date: 09.05.2019
Place: Delhi
(a) All the documents and records made available to us and explanation provided by HCL Technologies Limited. (“the listed entity”),
(b) The filings/ submissions made by the listed entity to the stock exchanges,
(d) Any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended on
31st March, 2019 (“Review Period”) in respect of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars,
guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable during
the year under review.
(g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares)
Regulations, 2013; Not Applicable during the year under review.
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(i) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of
Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
(j) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client to the extent of securities issued;
(k) Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009. and based on the
above examination, we hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder,
except in respect of matters specified below:
(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries
either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through
various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sr. Action Details of Details of action taken E.g. fines, Observations/ remarks of the
No. taken by violation warning letter, debarment, etc. Practicing Company Secretary, if any
NIL NIL NIL NIL
(d) The listed entity has taken the following actions to comply with the observations made in previous reports:
Sr. Observations of the Observations made in the Actions taken Comments of the
No. Practicing Company secretarial compliance report by the listed Practicing Company
Secretary in the for the year ended… (The entity, if any Secretary on the actions
previous reports years are to be mentioned) taken by the listed entity
Not Applicable during the year under review
Dr. S Chandrasekaran
Senior Partner
Membership No. 1644
Certificate of Practice No. 715
Date: 09.05.2019
Place: Delhi
1. The Corporate Governance Report prepared by HCL Technologies Limited (hereinafter the “Company”), contains details as
stipulated in Regulations 17-27, clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E of Schedule V of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the Listing
Regulations”) (‘Applicable criteria’) with respect to Corporate Governance for the year ended March 31, 2019. This report is
required by the Company for annual submission to the Stock exchange and to be sent to the Shareholders of the Company.
Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including the
preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate Governance
Report.
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with the
conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board of
India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form
of an opinion whether the Company has complied with the specific requirements of the Listing Regulations referred to in
paragraph 3 above.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports
or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued by the
Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes
requires that we comply with the ethical requirements of the Code of Ethics issued by ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance
of the Corporate Governance Report with the applicable criteria. Summary of key procedures performed include:
i. Reading and understanding of the information prepared by the Company and included in its Corporate Governance
Report;
ii. Obtained and verified that the composition of the Board of Directors w.r.t executive and non-executive directors has been
met throughout the reporting period;
iii. Obtained and read the Directors Register as on March 31, 2019 and verified that at least one women director was on the
Board during the year;
iv. Obtained and read the minutes of the following committee meetings held April 1, 2018 to March 31, 2019:
vi. Performed necessary inquiries with the management and also obtained necessary specific representations from
management.
The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance
Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the purposes
of expressing an opinion on the fairness or accuracy of any of the financial information or the financial statements of the
Company taken as a whole.
Opinion
8. Based on the procedures performed by us as referred in paragraph 7 above, and according to the information and explanations
given to us we are of the opinion that the Company has complied with the conditions of Corporate Governance as stipulated
in the Listing Regulations, as applicable for the year ended March 31, 2019, referred to in paragraph 1 above.
9. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the
management has conducted the affairs of the Company.
10. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply
with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate
Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume
any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose hands it
may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances
occurring after the date of this report.
UDIN: 19058814AAAAAC9605
We, Shiv Nadar, Chairman & Chief Strategy Officer and C. Vijayakumar, President & Chief Executive Officer of HCL Technologies
Limited (the “Company”) confirm that the Company has adopted a Code of Business Ethics and Conduct (“Code of Conduct”) for
its Board members and senior management personnel and the Code of Conduct is available on the Company’s web site.
We, further confirm that the Company has in respect of the financial year ended March 31, 2019, received from its Board members
as well as senior management personnel affirmation as to compliance with the Code of Conduct.
CERTIFICATE BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) PURSUANT TO PART
B SCHEDULE II READ WITH REGULATION 17 (8) of SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015
2 Total Turnover (INR) (as per the consolidated Financial INR 60,427 crore
Statements for the year ended March 31, 2019)
3 Total Profit After Taxes (INR) (as per the consolidated INR 10,120 crore
Financial Statements on March 31, 2019)
4 Total Spending on Corporate Social Responsibility (CSR) During the year, the Company has contributed ` 125.45
as percentage of profit after tax crore for CSR activities.
5 List of CSR Activities in which expenditure has been Refer to Annexure 4 on of the Directors’ Report which
Incurred forms part of the Annual Report.
2 Do the subsidiary company / companies participate in the Yes. As on March 31, 2019 the Company has 133
BR Initiatives of the parent company? If yes, then indicate subsidiaries and 8 associates.
the number of such subsidiary company(s)
3 Do any other entity / entities (e.g. suppliers, distributors Being a responsible organization, the Company believes
etc.) that the Company does business with, participate in in educating its suppliers and distributors on the BR
the BR initiatives of the Company? If yes, then indicate initiatives of the organization.
the percentage of such entity / entities? [Less than 30%,
The Company conducts vendor meets and participates in
30-60%, More than 60%]
various knowledge sharing platforms with an objective to
share BR initiatives with its suppliers.
https://www.hcltech.com/investors/corporategovernance-hcl
Governance related to BR
A. Indicate the frequency with which the Board of Within the Company, the Board Committees play a very significant
Directors, Committee of the Board or CEO to role in the governance structure. They are essentially meant to deal
assess the BR performance of the Company. with specific areas / activities of the organization. There is a Corporate
Social Responsibility (CSR) Committee of the Board which monitors
and reviews the CSR activities.
Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1 Does the policy relating to ethics, bribery and corruption Yes, the Company has an anti-bribery and anti-corruption policy
cover only the Company? Yes / No. Does it extend to in place that governs the ethics, bribery and corruption related
the Group / Joint Ventures / Suppliers / Contractors / matters at HCL. The mentioned policies are applicable to the
NGOs / Others? employees across all grades including senior executives, the
members of the Board and fixed-term or temporary employees
like contractors, consultants, trainees, interns, volunteers, third-
party agents or any other person associated with the organization.
These policies are also applicable to all the affiliates and
subsidiaries of the Company and also across the entire value
chain of the Company.
Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle
1 List up to 3 of your products or services whose HCL offers multiple IT related services and while designing these
design has incorporated social or environmental services, social and environmental concerns and related risks and
concerns, risks and / or opportunities. opportunities are well taken care of. The company’s services are
offered under HCL’s strategy as presented below.
b) Reduction during usage by consumers (energy, In addition to the above, Measurable Energy Conservation
water) has been achieved since the previous plan, implemented by the Organization, led to energy saving of
year? 6,292 MWh. Heating, Ventilation and Air conditioning (HVAC) related
interventions contributed to 48% of the overall energy savings from
measurable activities.
Carbon
Water
Sl. Intervention 2018-19 Foot Print
Saved
No Particulars MWh reduction
(KL)
(tCO2)
Renewable Power
1 15,555
purchase
Chiller and AHU
Operational
2 3,037 2,490
Performances
Improvement
Effective utilization
3 438 360
of UPS
Effective utilization of
4 2,642 2,167
lightings
5 Voltage optimization 131 107
Lift and STP
6 Operations 44 36
Optimization
7 Water conservation 20,660
8 Solar water heater 0.40 0.33
Grand Total 6,292 20,715 20,660
3 Does the Company have procedures in place for Yes, the organization has Procurement Policy in place which
sustainable sourcing (including transportation)? If discourages discrimination with any vendor on the basis of gender,
yes, what percentage of your inputs was sourced nationality, ethnicity, religion, disability etc. In accordance with
sustainably? Also, provide details thereof, in about local legislations and best practices, HCL’s procurement process
50 words or so. is transparent, objective and non-discriminatory in the selection of
its vendors. The company works towards sustainable sourcing and
ensure that our company’s social and environmental performance
extends to our supply chain by sharing our expectations with our
vendors from time to time. We also promote localization of business
by giving preferences to local vendors. HCL is committed to do
business with environmentally responsible vendors with an objective
to minimize the adverse effects on the community, the environment
and natural resources while safeguarding health and safety of the
public.
We are in the process of reviewing this policy and the updated policy
will replace the existing one.
Waste Management
Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalized.
1 Has the Company mapped its internal and Yes, the Company has mapped its internal and external stakeholders.
external stakeholders? Yes / No
Internal Stakeholders of the Company include employees, senior
leaders, managers, Board of Directors, members of HCL Foundation
and the support staff.
Responsible Business
Redefine Workplace
Renew Ecosystem
Repay Society
Importance to stakeholders
Importance to the business
The stakeholders’ engagement at the Company is a continuous process
and there has been no change in the materiality matrix identified by the
Company for reporting.
2 Out of the above, has the Company The following groups have been identified as disadvantaged, vulnerable
identified the disadvantaged, vulnerable and and marginalized stakeholders:
marginalized stakeholders?
Rural and urban slum communities living below poverty line
Children, women and youth
People with disabilities
Senior citizens
HCL support staff
3 Are there any special initiatives taken by the The Company aims at addressing the needs of the disadvantaged,
Company to engage with the disadvantaged, vulnerable and marginalized sections of the society through its CSR
vulnerable and marginalized stakeholders? programs. These programs are as follows:
If so, provide details thereof, in about 50
HCL Samuday
words or so.
HCL Grant
HCL Uday
Power of One
Principle 6: Businesses should respect, protect and make efforts to restore the environment
1 Does the policy relate to The Company has a dedicated Environmental Policy that serves as the guideline for
Principle 6 cover only the developing initiatives for protecting and restoring environment.
Company or extends to
This policy is applicable across the Company and its subsidiaries for achieving excellence
the Group / Joint Ventures
in environmental performance. This policy also applies to the suppliers, contractors
/ Suppliers / Contractors /
and all other partners across the value chain for addressing the global environmental
NGOs / others?
challenges.
2 Does the Company have Yes, HCL being environmentally conscious and socially responsible organization follows
strategies / initiatives a thoroughly responsible approach towards the environmental causes and has thus
to address global undertaken various initiatives internally that help reduce the carbon footprints, pollution
environmental issues such and help maintain the energy conservation. To cite some are HCL transportation initiatives
as climate change, global of cab pooling, CNG driven cabs etc. The details of many other such initiatives could be
warming, etc.? Y / N. If yes, found in the next set of responses in the Report.
please give hyperlink for
HCL promotes Reduce, Reuse, Recycle philosophy which reflects its Go-Green approach.
webpage etc.
Please refer to the following link for policy context-
https://www.hcltech.com/socially-responsible-business
3 Does the Company identify The Company identifies and assesses potential environment risk in all areas of its
and assess potential operations. The effective Environmental Management System is in place which is in line
environmental risks? Y / N with ISO 14001 Standard’s requirements.
4 Does the Company have The Company has not participated in Clean Development Mechanism project. Having
any project related to Clean mentioned so, as a responsible organization, the Company has voluntarily setup its goal
Development Mechanism? If to reduce carbon emission by 33% by the financial year ended March 31, 2020 over the
so, provide details thereof, base year 2011.
in about 50 words or so.
The Company regularly participates in “Carbon Disclosure Project” run by global
Also, if Yes, whether any
organization CDP which enables the companies, cities, states and regions to measure
environmental compliance
and manage their environmental impacts.
report is filed?
The Company is also working on a “Green IT Report” which is under pipeline.
In this context, the Company has adopted “Go Green Initiatives” and has attributed
towards reduction in carbon footprint during the financial year 2018-19. Some of the key
initiatives are described below:
Measurable Energy Conservation plan also led to energy saving of 6,292 MWh. The
HVAC related interventions contributed around 48% of the total energy savings from
measurable activities.
Effective Operation of Chiller and AHUs in all Major facilities including “Chiller
interconnection between two substations to operate either of chillers from both the
substations at SEZ CHN” helped the Company to save energy of 3,037 MWh during the
financial year 2018-19 and further reduce carbon footprint of 2,490 tCO2* (Ton of Carbon
Emission).
Water cooled chillers have been installed at most locations which consume lesser
power than air cooled chillers. Air cooled chillers are installed only in water deficit areas.
VFDs (Variable Frequency Drives) are also being used in AHUs which result in lower
power consumption by regulating the frequency of the motor depending on the return air
temperature which is an indicator of the occupancy and heat load.
Energy savings accrued in the financial year 2018-19 towards “Efficient lighting controls”
led to saving of 2,642 MWh of absolute energy consumption in the financial year 2018-19
which helped the organization to reduce carbon footprint of 2,167 tCO2e* (Ton of Carbon
Emission).
The line voltage plays a major role on operating efficiency and power factor. The voltage
optimization is possible, whenever electrical operates in lightly loaded condition to
improve its efficiency. The supply voltage is adjusted with the help of tap position in
the transformer to optimize the power consumption in lightly loaded electrical systems.
This helped the organization to save 131 MWh of absolute energy consumption in the
financial year 2018-19 in NCR and reduce 107 tCO2e* (Ton of Carbon Emission) of
carbon footprint.
To conserve the environment by adopting “Go Green Initiatives” and increase operational
efficiency, revised operating schedule of lifts during week days and weekends in major
campuses undertaken. This helped the Company to save 44 MWh of absolute energy
consumption in the financial year 2018-19 and reduce 36 tCO2e* (Ton of Carbon
Emission) of carbon footprint.
Installation of Solar Hot Water System of 250 LPD capacity at one of the Madurai
region facilities in Feb’19 helped to conserve 425 kWh of electric energy required from
conventional heating (Electric Heater) to Heat water.
h) Water Conservation
Rain Water collection and usage and use of aerators in hand wash taps led to conserve
ground water of 20,660 KL in the financial year 2018-19.
The above initiative helped the Company to reduce carbon foot print of 20,715 tCo2 due
to its business activities as specified above in Section 2 b) of Principle 2.
6 Are the Emissions / Waste Yes, the emissions and waste generated at the Company are within the permissible
generated by the Company limits.
within the permissible limits
An annual report of the total emission and total waste generated by the organization is
given by CPCB / SPCB for
submitted by the Company to both CPCB and SPCB.
the financial year being
reported?
7 Number of show cause / The Company has not received any show cause or legal notices from CPCB or SPCB
legal notices received from during the financial year 2018-19.
CPCB / SPCB which are
pending (i.e. not resolved
to satisfaction) as on end of
Financial Year.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
1 Is your Company a member of any trade and Yes, the Company is the member of various Industry Associations
chamber or association? If Yes, Name only those / Chambers and bodies, of which the first mention comes of:
major ones that your business deals with.
World Economic Forum (WEF)
Ever since the Company has joined WEF at Davos, HCL has
always made its presence felt at the global platform of Thought
Leadership, Innovation and Technological Dialogues towards
the Humanitarian and Socio-Economic World Order. The latest
exaltation at WEF witnessed HCL launching its Vision 2030 and
host the choicest of the Global Leaders at HCL Pavilion.
i) My Community
ii) My School
iii) My Scholar
iv) My Worth
HCL Great Britain Ltd.has been working with The Prince’s Trust for
the past 5 years by helping disadvantaged young people in getting
trained in technology, life skills and career skills. Through the ‘Get
Started with Technology’ series, young people were trained in
mobile application development and digital learning skills. This is
aimed at improving their employability in the long run.
South Africa
2. Standalone Part HCL Techno Ltd AR 160-220 2018-19.indd 161 04-Jul-19 9:16:01 PM
Key audit matters How our audit addressed the key audit matter
○ Read, analyzed and identified the distinct performance
obligations in these contracts.
(d) In our opinion, the aforesaid standalone financial Place of Signature: Gurugram
statements comply with the Accounting Standards Date: May 9, 2019
(b) All fixed assets were physically verified by the (b) According to the information and explanations given
management in accordance with a planned programme to us, no undisputed amounts payable in respect of
of verifying them in phased manner over a period of provident fund, employees’ state insurance, income-
three years, which, in our opinion, is reasonable having tax, goods and service tax,duty of custom, cess and
regard to the size of the Company and the nature of other statutory dues were outstanding, at the year
its assets. No material discrepancies were noticed on end, for a period of more than six months from the
such verification conducted during the financial year. date they became payable except for service tax as
below:
(c) According to the information and explanations given
by the management, the title deeds of immovable Period to
Amount
properties included in property, plant and equipment Name of the Statute
Nature of
(in Crores
which the Due Date of
are held in the name of the Company. Dues amount Date Payment
of `)
relates
(ii) The inventory has been physically verified by the Finance Act 1994, read
Service 2010-11 to
with Service Tax Rules, 6.00 06-Feb-17 Not Paid
management during the year. In our opinion, the frequency tax 2014-15
1994*
of verification is reasonable. No material discrepancies
were noticed on such physical verification. Inventories * As informed by Management, the Company has filed a writ petition
lying with third parties have been confirmed by them as before the Bombay High Court on 19 March 2018 which is not yet
at year end and no material discrepancies were noticed in accepted by the High Court yet. The writ petition has been filed because
respect of such confirmations. time limit to file appeal with the Commissioner, Appeals was lapsed.
(iii) According to the information and explanations given to (c) According to the records of the Company, the dues of
us, the Company has not granted any loans, secured income-tax, service tax, duty of custom, duty of excise
or unsecured to companies, firms, Limited Liability and provident fund on account of any dispute, are as
Partnerships or other parties covered in the register follows:
maintained under section 189 of the Companies Act, 2013.
Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of Period to
Nature of Amount (in which the Forum where
the Order are not applicable to the Company and hence Name of the Statute
Dues Crores of `) amount dispute is pending
not commented upon. relates
Commissioner of
(iv) In our opinion and according to the information and Income Tax Act, 1961 Income Tax 3.71 2014-15
Income Tax (Appeals)
explanations given to us, provisions of section 186 of Income Tax Act, 1961 Income Tax 4.06 2013-14 CIT(A), New Delhi
the Companies Act 2013 in respect of loans given have Commissioner of
Income Tax Act, 1961 Income Tax 2.10 2012-13
been complied with by the Company. In our opinion and Income Tax (Appeals)
Commissioner of
according to the information and explanations given to Income Tax Act, 1961 Income Tax 21.58 2011-12
Income Tax (Appeals)
us, there are no loans, investments, guarantees, and Income Tax Appellate
Income Tax Act, 1961 Income Tax 2.46 2010-11
securities given in respect of which provisions of section Tribunal
185 of the Companies Act 2013 are applicable and hence Income Tax Appellate
Income Tax Act, 1961 Income Tax 72.41 2009-10
not commented upon. Tribunal
Income Tax Appellate
Income Tax Act, 1961 Income Tax 67.28 2008-09
(v) The Company has not accepted any deposits within the Tribunal
Income Tax Appellate
meaning of Sections 73 to 76 of the Act and the Companies Income Tax Act, 1961 Income Tax 0.69 2008-09
Tribunal
(Acceptance of Deposits) Rules, 2014 (as amended). Income Tax Appellate
Accordingly, the provisions of clause 3(v) of the Order are Income Tax Act, 1961 Income Tax 245.77 2006-07
Tribunal
not applicable. Income Tax Act, 1961 Income Tax 217.10 2005-06
Income Tax Appellate
Tribunal
(vi) To the best of our knowledge and as explained, the Central Income Tax Appellate
Income Tax Act, 1961 Income Tax 18.74 2004-05
Government has not specified the maintenance of cost Tribunal
(ix) According to the information and explanations given by the (xiv) According to the information and explanations given to
management, the Company has not raised any money way us and on an overall examination of the balance sheet,
of initial public offer / further public offer / debt instruments the Company has not made any preferential allotment or
hence, reporting under clause (ix)is not applicable to the private placement of shares or fully or partly convertible
Company and hence not commented upon. In our opinion debentures during the year under review and hence,
and according to information and explanations given by the reporting requirements under clause 3(xiv) are not
management, term loans were applied for the purpose for applicable to the Company and, not commented upon.
which they were raised.
(xv) According to the information and explanations given by the
(x) Based upon the audit procedures performed for the purpose management, the Company has not entered into any non-
of reporting the true and fair view of the financial statements cash transactions with directors or persons connected with
and according to the information and explanations given by him as referred to in section 192 of Companies Act, 2013.
the management, we report that no fraud by the Company
(xvi) According to the information and explanations given to us,
or no fraud / material fraud on the Company by the officers
the provisions of section 45-IA of the Reserve Bank of India
and employees of the Company has been noticed or
Act, 1934 are not applicable to the Company.
reported during the year.
(xi) According to the information and explanations given by For S.R. Batliboi & CO. LLP
the management, the managerial remuneration has been Chartered Accountants
paid / provided in accordance with the requisite approvals ICAI Firm Registration Number: 301003E/E300005
mandated by the provisions of section 197 read with
Schedule V to the Companies Act, 2013. per Nilangshu Katriar
Partner
(xii) In our opinion, the Company is not a nidhi Company. Membership Number: 58814
Therefore, the provisions of clause 3(xii) of the order are
not applicable to the Company and hence not commented Place of Signature: Gurugram
upon. Date: May 9, 2019
Opinion
In our opinion, the Company has, in all material respects, For S.R. Batliboi & CO. LLP
adequate internal financial controls over financial reporting with Chartered Accountants
reference to these standalone financial statements and such ICAI Firm Registration Number: 301003E/E300005
internal financial controls over financial reporting with reference
per Nilangshu Katriar
to these standalone financial statements were operating
Partner
effectively as at March 31, 2019, based on the internal control
Membership Number: 58814
over financial reporting criteria established by the Company
considering the essential components of internal control stated Place of Signature: Gurugram
in the Guidance Note on Audit of Internal Financial Controls Date: May 9, 2019
I. ASSETS
(1) Non-current assets
(a) Property, plant and equipment 2.1 3,507 3,293
(b) Capital work in progress 212 298
(c) Goodwill 2.2 550 550
(d) Other intangible assets 2.3 7,178 6,585
(e) Financial assets
(i) Investments 2.4 3,808 4,068
(ii) Loans 2.5 355 235
(iii) Others 2.6 309 166
(f) Deferred tax assets (net) 2.25 2,107 1,506
(g) Other non-current assets 2.7 723 669
(2) Current assets
(a) Inventories 2.8 18 40
(b) Financial assets
(i) Investments 2.4 2,002 2,130
(ii) Trade receivables 2.9 6,245 5,427
(iii) Cash and cash equivalents 2.10(a) 4,523 210
(iv) Other bank balances 2.10(b) 1,750 2,115
(v) Loans 2.5 1,244 3,438
(vi) Others 2.6 2,275 1,541
(c) Other current assets 2.11 650 547
II. EQUITY
(a) Equity share capital 2.12 271 278
(b) Other equity 30,168 27,285
TOTAL EQUITY 30,439 27,563
III. LIABILITIES
(1) Non - current liabilities
(a) Financial liabilities
(i) Borrowings 2.13 32 33
(ii) Others 2.14 1 2
(b) Provisions 2.15 553 471
(c) Other non-current liabilities 2.16 52 56
(2) Current liabilities
(a) Financial liabilities
(i) Trade payables 2.17 2,367 544
(ii) Others 2.14 2,301 2,866
(b) Other current liabilities 2.18 901 608
(c) Provisions 2.15 141 129
(d) Current tax liabilities (net) 669 546
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
04-Jul-19 8:47:43 PM
Statement of Cash flows
(All amounts in crores of `)
Year ended Year ended
31 March 2019 31 March 2018
A. Cash flows from operating activities
Profit before tax 9,931 9,125
Adjustment for:
Depreciation and amortization 1,276 893
Interest income (531) (444)
Dividend income from subsidiaries (17) (16)
Provision for doubtful debts / bad debts (written back) written off, net (4) 25
Income on investments carried at fair value through profit and loss (121) (143)
Profit on sale of investments carried at fair value through other comprehensive income (17) -
Interest expenses 4 5
Loss (profit) on sale of property, plant and equipment (net) (3) (4)
Other non cash charges (net) 5 91
Operating profit before working capital changes 10,523 9,532
Movement in working capital
(Increase) decrease in trade receivables (820) (994)
(Increase) decrease in inventories 22 50
(Increase) decrease in other financial assets and other assets (1,006) (244)
Increase (decrease) in trade payables 1,831 48
Increase (decrease) in provisions, other financial liabilities and other liabilities 204 (328)
Cash generated from operations 10,754 8,064
Direct taxes paid (net of refunds) (2,078) (1,725)
Net cash flow from operating activities (A) 8,676 6,339
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
HCL Technologies Limited (hereinafter referred to as “the Company”) is primarily engaged in providing a range of software
development services, business process outsourcing services and IT infrastructure services. The Company was incorporated
under the provisions of the Companies Act applicable in India in November 1991, having its registered office at 806, Siddharth,
96, Nehru Place, New Delhi- 110019. The Company leverages its extensive infrastructure and professionals to deliver solutions
across select verticals including financial services, manufacturing (automotive, aerospace, Hi-tech, semi-conductors), life sciences
& healthcare, public services (oil and gas, energy and utility, travel, transport and logistics), retail and consumer products, telecom,
media, publishing and entertainment.
The financial statements for the year ended 31 March 2019 were approved and authorized for issue by the Board of Directors on
9 May 2019.
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS)
notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time.) and presentation
requirements of Schedule III (Division II) to the Companies Act, 2013, as applicable to the financial statements.
These financial statements have been prepared under the historical cost convention on an accrual and going concern
basis except for the following assets and liabilities which have been measured at fair value:
b) Certain financial assets and liabilities (refer accounting policy regarding financial instruments),
The accounting policies adopted in the preparation of these financial statements are consistent with those of the previous
year except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard
requires a change in the accounting policy.
The Company uses the Indian rupee (‘`’) as its reporting currency.
The preparation of financial statements in conformity with Ind AS requires the management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and other comprehensive income
(OCI) that are reported and disclosed in the financial statements and accompanying notes. These estimates are based
on the management’s best knowledge of current events, historical experience, actions that the Company may undertake
in the future and on various other assumptions that are believed to be reasonable under the circumstances. Significant
estimates and assumptions are used for, but not limited to, accounting for costs expected to be incurred to complete
performance under fixed price projects, allowance for uncollectible accounts receivables, accrual of warranty costs,
income taxes, valuation of share-based compensation, future obligations under employee benefit plans, the useful lives
of property, plant and equipment, intangible assets, impairment of goodwill,and other contingencies and commitments.
Changes in estimates are reflected in the financial statements in the year in which the changes are made. Actual results
could differ from those estimates.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is the aggregate of
the consideration transferred measured at fair value at the acquisition date. Acquisition related costs are expensed as
incurred.
Any contingent consideration to be transferred by the acquirer is recognized at fair value at the acquisition date.
Contingent consideration classified as financial liability is measured at fair value with changes in fair value recognized in
the statement of profit and loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the
net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the
aggregate consideration transferred, the excess is recognized as capital reserve after reassessing the fair values of the
net assets.
The financial statements are presented in Indian Rupee (`) which is also the Company’s functional currency. For each
foreign operation, the Company determines the functional currency which is its respective local currency.
Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates
at the date of the transaction. Foreign-currency denominated monetary assets and liabilities are translated to the relevant
functional currency at exchange rates in effect at the balance sheet date. Exchange differences arising on settlement or
translation of monetary items are recognized in the statement of profit and loss. Non-monetary assets and non-monetary
liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent
at the date of initial transaction. Non-monetary assets and non-monetary liabilities denominated in a foreign currency
and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net
profit for the year. Revenue, expenses and cash-flow items denominated in foreign currencies are translated into the
relevant functional currencies using the exchange rate in effect on the date of the transaction.
The translation of foreign operations from respective functional currency into INR (the reporting currency) for assets and
liabilities is performed using the exchange rates in effect at the balance sheet date, and for revenue, expenses and cash
flows is performed using an appropriate daily weighted average exchange rate for the respective years. The exchange
differences arising on translation are reported as a component of ‘other comprehensive income (loss)’. On disposal of
a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the statement of
profit and loss.
The Company records certain financial assets and liabilities at fair value on a recurring basis. The Company determines
fair values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between
market participants at the measurement date in the principal or most advantageous market for that asset or liability.
The Company holds certain fixed income securities, equity securities and derivatives, which must be measured using the
guidance for fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation
techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions
about current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value.The prescribed fair value hierarchy and related
valuation methodologies are as follows:
Level 1 - Quoted inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active and model-derived valuations, in which all significant inputs are directly or indirectly observable
in active markets.
Level 3 - Valuations derived from valuation techniques, in which one or more significant inputs are unobservable inputs
which are supported by little or no market activity.
In accordance with Ind AS 113, assets and liabilities are to be measured based on the following valuation techniques:
a) Market approach – Prices and other relevant information generated by market transactions involving identical or
comparable assets or liabilities.
b) Income approach – Converting the future amounts based on market expectations to its present value using the
discounting method.
Certain assets are measured at fair value on a non-recurring basis. These assets consist primarily of non-financial
assets such as goodwill and intangible assets. Goodwill and intangible assets recognized in business combinations are
measured at fair value initially and subsequently when there is an indicator of impairment, the impairment is recognized.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant who
would use the asset in its highest and best use.
Effective 1 April 2018, the Company has adopted Ind AS 115 using the cumulative effect method. The standard is applied
retrospectively only to contracts that are not completed as at the date of initial application and the comparative information
is not restated in the financial statement. The adoption of the standard did not have any material impact to the financial
statements of the Company.
Revenue is recognized when, or as, control of a promised service or good transfers to a customer, in an amount that
reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or
services. To recognize revenues, the following five step approach is applied: (1) identify the contract with a customer, (2)
identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price
to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied.
Contract is accounted when it is legally enforceable through executory contracts, approval and commitment from all
parties, the rights of the parties are identified, payment terms are defined, the contract has commercial substance and
collectability of consideration is probable.
Revenue with respect to time-and-material, volume based and transaction based contracts is recognized as the related
services are performed through efforts expended, volume serviced transactions are processed etc. that correspond with
value transferred to customer till date which is related to our right to invoice for services performed.
Revenue related to fixed price contracts where performance obligations and control are satisfied over a period of time
like technology integration, complex network building contracts, ERP implementations and Application development are
recognized based on progress towards completion of the performance obligation using a cost-to-cost measure of progress
(i.e., percentage-of-completion (POC) method of accounting). Revenue is recognized based on the costs incurred to date
as a percentage of the total estimated costs to fulfill the contract. Any revision in cost to complete would result in increase
or decrease in revenue and such changes are recorded in the period in which they are identified. Provisions for estimated
losses, if any, on contracts-in-progress are recorded in the period in which such losses become probable based on the
current contract estimates. Contract losses are determined to be the amount by which the estimated incremental cost
to complete exceeds the estimated future revenues that will be generated by the contract and are included in cost of
revenues and recorded in other accrued liabilities.
Revenue related to other fixed price contracts providing maintenance and support services, are recognized based on our
right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered.
If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the
cost to cost method described above.
In arrangements involving sharing of customer revenues, revenue is recognized when the right to receive is established.
Revenue from product sales are shown net of sales tax and applicable discounts and allowances. Revenue related to
product with installation services that are critical to the product is recognized when installation of product at customer
site is completed and accepted by the customer. If the revenue for a delivered item is not recognized for non-receipt of
acceptance from the customer, the cost of the delivered item continues to be in inventory.
When a sales arrangement contains multiple performance, such as services, hardware and Licensed IPs (software) or
combinations of each of them revenue for each element is based on a five step approach as defined above. To the extent
a contract includes multiple promised deliverables, judgment is applied to determine whether promised deliverables
are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised
deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance
obligations or series of distinct performance obligations, consideration is allocated among the performance obligations
based on their relative standalone selling price. Standalone selling price is the price at which group would sell a promised
good or service separately to the customer. When not directly observable, we typically estimate standalone selling price
by using the expected cost plus a margin approach. We typically establish a standalone selling price range for our
deliverables, which is reassessed on a periodic basis or when facts and circumstances change. If the arrangement
contains obligations related to License of Intellectual property (Software) or Lease deliverable, the arrangement
consideration allocated to the Software deliverables, lease deliverable as a group is then allocated to each software
obligation and lease deliverable.
Revenue recognition for delivered elements is limited to the amount that is not contingent on the future delivery of
products or services, future performance obligations or subject to customer-specified return or refund privileges.
Revenue from certain activities in transition services in outsourcing arrangements are not capable of being distinct or
represent separate performance obligation. Revenues relating to such transition activities are classified as Contract
liabilities and subsequently recognized over the period of the arrangement. Direct and incremental costs in relation to
such transition activities which are expected to be recoverable under the contract are considered as contract fulfillment
costs classified as Deferred contract cost and recognized over the period of arrangement. Certain upfront non-recurring
incremental contract acquisition costs incurred in the initial phases of outsourcing contracts are deferred and recorded
as Deferred contract cost and amortized, usually on a straight line basis, over the term of the contract unless revenues
are earned and obligations are fulfilled in a different pattern. The undiscounted future cash flows from the arrangement
are periodically estimated and compared with the unamortized costs. If the unamortized costs exceed the undiscounted
cash flow, a loss is recognized.
In instances when revenue is derived from sales of third-party vendor services, material or licenses, revenue is recorded
on a gross basis when the Company is a principal to the transaction and net of costs when the Company is acting as
an agent between the customer and the vendor. Several factors are considered to determine whether the Company is
a principal or an agent, most notably being company control the goods or service before it is transferred to customer,
latitude in deciding the price being charged to customer. Revenue is recognized net of discounts and allowances, value-
added and service taxes, and includes reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket
expenses included in cost of revenues.
Volume discounts, or any other form of variable consideration is estimated using either the sum of probability weighted
amounts in a range of possible consideration amounts (expected value), or the single most likely amount in a range
of possible consideration amounts (most likely amount), depending on which method better predicts the amount
of consideration realizable. Transaction price includes variable consideration only to the extent it is probable that a
significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration
is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the
transaction price may involve judgment and are based largely on an assessment of our anticipated performance and all
information that is reasonably available to us.
Revenue recognized but not billed to customers is classified either as contract assets or unbilled receivable in our
statements of financial position, contract assets primarily relate to unbilled amounts on those contracts utilizing the
cost to cost method of revenue recognition. Unbilled receivables represent contracts where right to consideration is
unconditional (i.e. only the passage of time is required before the payment is due).
Revenue from sales-type leases is recognized when risk of loss has been transferred to the client and there are no
unfulfilled obligations that affect the final acceptance of the arrangement by the client. Interest attributable to sales-type
leases and direct financing leases included therein is recognized on an accrual basis using the effective interest method
and is recognized as other income.
Interest income
Interest income for all financial instruments measured at amortized cost is recorded using the effective interest rate (EIR).
EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial
instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortized
cost of a financial liability. When calculating the EIR, the Company estimates the expected cash flows by considering
all the contractual terms of the financial instrument but does not consider the expected credit losses. Interest income is
included in other income in the statement of profit and loss.
Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized
directly in equity, in which case it is recognized in equity. Current income tax for current and prior periods is recognized at
the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted by the balance sheet date. Provision for income tax includes the impact of provisions
established for uncertain income tax positions.
Deferred income tax assets and liabilities recognized for all temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred income tax assets and liabilities are
recognized for those temporary differences which originate during the tax holiday period are reversed after the tax holiday
period. For this purpose, reversal of timing differences is determined using first in first out method.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realized. Deferred income tax assets and liabilities are measured using tax rates and tax laws
that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in
the year that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the
extent that it is probable that future taxable profit will be available against which the deductible temporary differences and
tax losses can be utilized. Deferred income taxes are not provided on the undistributed earnings of branches where it is
expected that the earnings of the branch will not be distributed in the foreseeable future.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that
date, are recognized subsequently if new information about facts and circumstances change. The adjustment is either
treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or recognized in the statement of profit and loss.
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses if any. Cost
comprises the purchase price and directly attributable cost of bringing the asset to its working condition for its intended
use. Any trade discounts and rebates are deducted in arriving at the purchase price. The Company identifies and
determines separate useful lives for each major component of the property, plant and equipment, if they have a useful life
that is materially different from that of the asset as a whole.
Expenses on existing property, plant and equipment, including day-to-day repairs, maintenance expenditure and cost
of replacing parts, are charged to the statement of profit and loss for the year during which such expenses are incurred.
Gains or losses arising from derecognition of assets are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized
Property, plant and equipment under construction and cost of assets not ready for use at the year-end are disclosed as
capital work- in- progress.
Depreciation on property, plant and equipment is provided on the straight-line method over their estimated useful lives, as
determined by the management. Depreciation is charged on a pro-rata basis for assets purchased/sold during the year.
The management’s estimates of the useful lives of various assets for computing depreciation are as follows:
The useful lives as given above best represent the period over which the management expects to use these assets,
based on technical assessment. The estimated useful lives for these assets are therefore different from the useful lives
prescribed under Part C of Schedule II of the Companies Act 2013.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year-end and adjusted prospectively, if appropriate.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are
carried at cost less any accumulated amortization and accumulated impairment losses.
Intangible assets are amortized over the useful life and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a
finite useful life are reviewed at least at the end of each reporting year. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization
period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on
intangible assets with finite lives is recognized in the statement of profit and loss.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is
derecognized.
The intangible assets are amortized over the estimated useful life of the assets as mentioned below except certain
Licensed IPRs which include the right to modify, enhance or exploit are amortized in proportion to the expected benefits
over the useful life which could range up to 15 years:
Research costs are expensed as incurred. Development expenditure, on an individual project, is recognized as an
intangible asset when the Company can demonstrate:
The technical feasibility of completing the intangible asset so that it will be available for use or sale
Its intention to complete and its ability and intention to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset
to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset
begins when development is complete and the asset is available for use. It is amortized over the period of expected future
benefit. Amortization expense is recognized in the statement of profit and loss. During the period of development, the
asset is tested for impairment annually.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
(l) Leases
Company as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all
the risks and rewards incidental to ownership to the Company is classified as a finance lease.
Finance leases are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the
present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction
of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges
are recognized in finance costs in the statement of profit and loss.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the
Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated
useful life of the asset or the lease term.
Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over
the lease term.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and benefits of ownership of the asset are
classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying
amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are
recognized as revenue in the year in which they are earned.
Leases in which the Company transfers substantially all the risk and benefits of ownership of the asset are classified as
finance leases. Assets given under finance lease are recognized as a receivable at an amount equal to the present value
of lease receivable. After initial recognition, the Company apportions lease rentals between the principal repayment and
interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the
finance leases. The interest income is recognized in the statement of profit and loss. Initial direct costs such as legal cost,
brokerage cost etc. are recognized immediately in the statement of profit and loss.
(m) Inventory
Stock-in-trade, stores and spares are valued at the lower of the cost or net realizable value. Cost includes cost of
purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value
is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs
necessary to make the sale.
Cost of stock-in-trade procured for specific projects is assigned by identifying individual costs of each item. Cost of stock-
in-trade, that are interchangeable and not specific to any project and cost of stores and spare parts are determined using
the weighted average cost formula.
Goodwill
Goodwill is tested annually on March 31, for impairment, or sooner whenever there is an indication that goodwill may be
impaired, relying on a number of factors including operating results, business plans and future cash flows. For the purpose
of impairment testing, goodwill acquired in a business combination is allocated to the Company’s cash generating units
(CGU) expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable
group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of
assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable
amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use.
Value-in-use is the present value of future cash flows expected to be derived from the CGU. Total impairment loss of a
CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the
CGU, pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill recognized in the statement of profit and loss is not reversed in the subsequent period.
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In
such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered
to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which
the carrying value of the asset exceeds the estimated recoverable amount of the asset.
(o) Provisions
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that
can be estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows.
i. Provident fund: Employees of the Company receive benefits under the provident fund, a defined benefit plan. The
employee and employer each make monthly contributions to the plan. A portion of the contribution is made to the
provident fund trust managed by the Company or Government administered provident fund; while the balance
contribution is made to the Government administered pension fund. For the contribution made by the Company to
the provident fund trust managed by the Company, the Company has an obligation to fund any shortfall on the yield of
the Trust’s investments over the administered interest rates. The liability is actuarially determined (using the projected
unit credit method) at the end of the year. The funds contributed to the Trust are invested in specific securities as
mandated by law and generally consist of federal and state government bonds, debt instruments of government-
owned corporations and other eligible market securities.
ii. In respect of superannuation, a defined contribution plan for applicable employees, the Company contributes to
a scheme administered on its behalf by an insurance company and such contributions for each year of service
rendered by the employees are charged to the statement of profit and loss. The Company has no further obligations
to the superannuation plan beyond its contributions.
iii. Gratuity liability: The Company provide for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible
employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation
or termination of employment, of an amount based on the respective employee’s base salary and the tenure of
employment (subject to a maximum of ` 20 lacs per employee). The liability is actuarially determined (using the
projected unit credit method) at the end of each year. Actuarial gains/losses are recognized immediately in the
balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in the
year in which they occur.
In respect to certain employees in India, the Company contributes towards gratuity liabilities to the Gratuity Fund
Trust. Trustees of the Company administer contributions made to the Trust and contributions are invested in a
scheme with Life Insurance Corporation of India as permitted by law.
iv. Compensated absences: The employees of the Company are entitled to compensated absences which are both
accumulating and non-accumulating in nature. The employees can carry forward up to the specified portion of
the unutilized accumulated compensated absences and utilize it in future periods or receive cash at retirement or
termination of employment. The expected cost of accumulating compensated absences is determined by actuarial
valuation (using the projected unit credit method) based on the additional amount expected to be paid as a result
of the unused entitlement that has accumulated at the balance sheet date. The expense on non-accumulating
compensated absences is recognized in the statement of profit and loss in the year in which the absences occur.
Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.
v. State Plan: The contribution to State Plans in India, a defined contribution plan namely Employee State Insurance
Fund is charged to the statement of profit and loss as and when employees render related services.
vi. Contributions to other foreign defined contribution plans are recognized as expense when employees have rendered
services entitling them to such benefits.
Stock-based compensation represents the cost related to stock-based awards granted to employees. The Company
measures stock-based compensation cost at grant date, based on the estimated fair value of the award and recognizes
the cost (net of estimated forfeitures) on a straight line basis over the requisite service period for each separately vesting
portion of the award, as if award was in substance, multiple awards. The Company estimates the fair value of stock
options using the Black-Scholes valuation model. The cost is recorded under the head employee benefit expense in the
statement of profit and loss with corresponding increase in “Share Based Payment Reserve”.
A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
i. Financial assets
All financial assets are recognized initially at fair value. Transaction costs that are directly attributable to the acquisition
of financial assets (other than financial assets at fair value through profit or loss) are added to the fair value measured
on initial recognition of financial asset. Purchase and sale of financial assets are accounted for at trade date.
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows,
and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective
interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortization is included in other income in the statement
of profit and loss. The losses arising from impairment are recognized in the statement of profit and loss. This category
includes cash and bank balances, loans, unbilled receivables, trade and other receivables.
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial
assets, and
b) The asset’s contractual cash flows represent solely payments of principal and interest.
Financial asset included within the OCI category are measured initially as well as at each reporting date at fair value.
Fair value movements are recognized in OCI. Interest income is recognized in statement of profit and loss for debt
instruments. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from
OCI to statement of profit and loss.
Equity investments
Equity investments in subsidiaries are measured at cost.
The subsequent measurement of financial liabilities depends on their classification, as described below:
After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest
rate (EIR) method. Gains and losses are recognized in the statement of profit and loss when the liabilities are
derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and
loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
The Company recognizes all derivatives as assets or liabilities measured at their fair value. Changes in fair value
for derivatives not designated in a hedge accounting relationship are marked to market at each reporting date
and the related gains (losses) are recognized in the statement of profit and loss as ‘foreign exchange gains
(losses)’.
The foreign exchange forward contracts and options in respect of forecast transactions which meet the hedging
criteria are designated as cash flow hedges. Changes in the derivative fair values (net of tax) that are designated as
effective cash flow hedges are deferred and recorded in the hedging reserve account as a component of accumulated
‘other comprehensive income (loss)’ until the hedged transaction occurs and are then recognized in the statement
of profit and loss. The ineffective portion of hedging derivatives is immediately recognized in the statement of profit
and loss.
In respect of derivatives designated as hedges, the Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Company also formally assesses both at the inception of the hedge and on an ongoing basis,
whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item.
Hedge accounting is discontinued prospectively from the last testing date when (1) it is determined that the derivative
financial instrument is no longer effective in offsetting changes in the fair value or cash flows of the underlying
exposure being hedged; (2) the derivative financial instrument matures or is sold, terminated or exercised; or (3) it
is determined that designating the derivative financial instrument as a hedge is no longer appropriate. When hedge
accounting is discontinued the deferred gains or losses on the cash flow hedge remain in ‘other comprehensive
income (loss)’ until the forecast transaction occurs. Any further change in the fair value of the derivative financial
instrument is recognized in current year earnings.
(s) Dividend
Final dividend proposed by the Board of Directors is recognized upon approval by the shareholders who have the right
to decrease but not increase the amount of dividend recommended by the Board of Directors. Interim dividends are
recognized on declaration by the Board of Directors.
Basic EPS amounts are computed by dividing the net profit attributable to the equity holders of the Company by the
weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are computed by dividing the net profit attributable to the equity holders of the Company by the
weighted average number of equity shares considered for deriving basic earnings per share and also the weighted
average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. The
diluted potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value
(i.e. the average market value of the outstanding shares). Dilutive potential equity shares are deemed converted as at
the beginning of the year, unless issued at a later date. Dilutive potential equity shares are determined independently for
each year presented.
General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income at a
specified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act 2013, the
requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been withdrawn.
Ind AS 116 Leases was notified in October 2018 and it replaces Ind AS 17 Leases, including appendices thereto. Ind AS
116 is effective for annual periods beginning on or after 1 April 2019. Ind AS 116 sets out the principles for the recognition,
measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-
balance sheet model similar to the accounting for finance leases under Ind AS 17.
The Company is currently evaluating the impact that the adoption of this new standard will have on its financial statements.
The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of taxable
profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income
tax treatments under Ind AS 12.
The Company is currently evaluating the impact that the adoption of this new standard will have on its financial statements.
The changes in the carrying value for the year ended 31 March 2019
Computers
Furniture
Freehold Plant and Office and
Buildings and Vehicles Total
land equipment equipment networking
fixtures
equipmement
Gross block as at 1 April
48 2,736 1,246 231 1,449 482 117 6,309
2018
Additions 19 165 98 39 327 25 33 706
Disposals - - 15 6 115 25 26 187
Translation exchange
- - - - - - - -
differences
Gross block as at 31
67 2,901 1,329 264 1,661 482 124 6,828
March 2019
Accumulated depreciation
- 627 734 180 1,042 380 53 3,016
as at 1 April 2018
Charge for the year - 140 88 21 177 32 23 481
Deduction/other
- - 15 5 112 24 20 176
adjustments
Translation exchange
- - - - - - - -
differences
Accumulated depreciation
- 767 807 196 1,107 388 56 3,321
as at 31 March 2019
Net block as at 31 March
67 2,134 522 68 554 94 68 3,507
2019
Note 1:
Capital work in progress includes ` 8 crores interest on extended interest bearing suppliers credit and during the year ` 9 crores
have been capitalised by the Company.
The changes in the carrying value for the year ended 31 March 2018
Computers
Furniture
Freehold Plant and Office and
Buildings and Vehicles Total
land equipment equipment networking
fixtures
equipmement
Gross block as at 1 April
48 2,491 1,172 210 1,285 472 108 5,786
2017
Additions - 245 81 21 203 21 34 605
Disposals - - 5 3 41 12 25 86
Translation exchange
- - (2) 3 2 1 - 4
differences
Gross block as at 31
48 2,736 1,246 231 1,449 482 117 6,309
March 2018
Accumulated depreciation
- 494 657 165 934 360 50 2,660
as at 1 April 2017
Charge for the year - 133 82 17 143 31 22 428
Deduction/other
- - 4 3 36 12 19 74
adjustments
Translation exchange
- - (1) 1 1 1 - 2
differences
Accumulated depreciation
- 627 734 180 1,042 380 53 3,016
as at 31 March 2018
Net block as at 31 March
48 2,109 512 51 407 102 64 3,293
2018
Net block as at 1 April
48 1,997 515 45 351 112 58 3,126
2017
Note 1 :
Capital work in progress includes ` 9 crores interest on extended interest bearing suppliers credit and during the year
` 25 crores have been capitalised by the Company.
2.2 Goodwill
The changes in the carrying value of goodwill by reportable segment, for the year ended 31 March 2019
Business
Software Infrastructure process
Total
Services services outsourcing
services
Opening balance as at 1 April 2018 532 18 - 550
Effect of exchange rate changes - - - -
Closing balance as at 31 March 2019 532 18 - 550
The changes in the carrying value of goodwill by reportable segment, for the year ended 31 March 2018
Business
Software Infrastructure process
Total
Services services outsourcing
services
Opening balance as at 1 April 2017 535 18 - 553
Effect of exchange rate changes (3) - - (3)
Closing balance as at 31 March 2018 532 18 - 550
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating units
(CGU), which benefit from the synergies of the acquisition.
Goodwill is tested for impairment at least annually. Impairment is recognised, when the carrying amount of cash generating units
(CGU) including goodwill, exceeds the estimated recoverable amount of CGU. Future cash flows are forecast for 5 years & then on
perpetuity on the basis of certain assumptions which includes revenue growth, earnings before interest and taxes, taxes, capital
outflow and working capital requirements. The assumptions are taken on the basis of past trends and management estimates
and judgement. Future cash flows are discounted with “Weighted Average Cost of Capital”. The key assumptions are as follows:
As at
31 March 2019 31 March 2018
Terminal growth rate (%) 2.50 2.50
Discount rate (%) 9.50 10.80
As at 31 March 2019 and 31 March 2018 the estimated recoverable amount of CGU exceeded its carrying amount and accordingly,
no impairment was recognized.
An analysis of the sensitivity of the computation to a change in key assumptions based on reasonable probability did not identify
any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount.
The changes in the carrying value for the year ended 31 March 2019
Intellectual
Software Licensed Customer Customer
property Total
IPRs relationships contracts
rights
Gross block as at 1 April 2018 623 6,966 151 19 7 7,766
Additions 51 1,337 - - - 1,388
Disposals 13 - - - - 13
Translation exchange differences - - - - - -
Gross block as at 31 March 2019 661 8,303 151 19 7 9,141
Accumulated depreciation
514 607 39 19 2 1,181
as at 1 April 2018
Charge for the year 70 703 21 - 1 795
Deduction/other adjustments 13 - - - - 13
Translation exchange differences - - - - - -
Accumulated depreciation
571 1,310 60 19 3 1,963
as at 31 March 2019
Net block as at 31 March 2019 90 6,993 91 - 4 7,178
Estimated remaining useful life
3 14 8 - 3
(in years)
The changes in the carrying value for the year ended 31 March 2018
Intellectual
Licensed Customer Customer
Software property Total
IPRs relationships contracts
rights
Gross block as at 1 April 2017 553 4,213 151 19 7 4,943
Additions 73 2,753 - - - 2,826
Disposals 4 - - - - 4
Translation exchange differences 1 - - - - 1
Gross block as at 31 March 2018 623 6,966 151 19 7 7,766
Accumulated depreciation
459 139 15 19 1 633
as at 1 April 2017
Charge for the year 58 382 24 - 1 465
Intellectual
Licensed Customer Customer
Software property Total
IPRs relationships contracts
rights
Deduction/other adjustments 4 (86) - - - (82)
Translation exchange differences 1 - - - - 1
Accumulated depreciation
514 607 39 19 2 1,181
as at 31 March 2018
Net block as at 31 March 2018 109 6,359 112 - 5 6,585
Net block as at 1 April 2017 94 4,074 136 - 6 4,310
Estimated remaining useful life
3 15 9 - 4
(in years)
2.4 Investments
As at
31 March 2019 31 March 2018
Financial assets
Non-current
Quoted Investment
Carried at fair value through other comprehensive income
Investment in debentures or bonds - 260
Unquoted Investment
Equity investment in subsidiary companies carried at cost (fully paid up)
445,492,500 (31 March 2018, 445,492,500) equity shares of USD 1 each in 3,194 3,194
HCL Bermuda Limited, Bermuda
1,280 (31 March 2018, 1,280) equity shares of ` 10,000 each, in HCL 11 11
Comnet Systems & Services Limited
949,900 (31 March 2018, 949,900) equity shares of ` 10 each, in HCL 55 55
Comnet Limited
HCL Technologies (Shanghai) Limited (issued & registered capital) 10 10
1,033,384 (31 March 2018, 1,033,384) equity shares of SGD 1 each, in HCL 5 5
Singapore Pte. Limited
30,000,000 (31 March 2018, 30,000,000) equity shares of Pound 1 each 225 225
fully paid up, in HCL EAS Limited
1 (31 March 2018, 1) equity shares of Euro 100 each, in HCL GmbH * - -
100,000 (31 March 2018, 100,000) equity shares of ` 10 each in HCL Eagle - -
Limited [refer note below]*
50,000 (31 March 2018, 50,000) equity shares of ` 10 each in HCL - -
Foundation*
100,000 (31 March 2018, 100,000) equity shares of SGD 1 each, in 17 17
Geometric Asia Pacific Pte. Ltd., Singapore
Euro 14.05 million (31 March 2018, 14.05 million) invested in equity share 67 67
capital of Geometric Europe GmbH, Germany
1,432 (31 March 2018, 1,432) non assessable shares of USD 1 each, in 224 224
Geometric Americas, Inc., U.S.A
3,808 4,068
Current
Quoted investments
Carried at fair value through other comprehensive income
Investment in debentures or bonds 1,226 -
As at
31 March 2019 31 March 2018
Unquoted Investments
Carried at fair value through profit and loss
Investment in mutual funds 776 2,130
2,002 2,130
2.5 Loans
As at
31 March 2019 31 March 2018
Non - current
Carried at amortized cost
Unsecured , considered good
Inter corporate deposits 355 235
355 235
Current
Carried at amortized cost
Unsecured , considered good
Inter corporate deposits 1,235 3,408
Loans to related parties (refer note 2.31) 9 30
1,244 3,438
As at
31 March 2019 31 March 2018
Non - current
Carried at amortized cost
Finance lease receivables [refer note 2.28(ii)] 72 30
Security deposits 59 52
Security deposits - related parties (refer note 2.31) 12 8
Unbilled receivable (previous year : unbilled revenue) 63 53
206 143
Carried at fair value through other comprehensive income
Unrealized gain on derivative financial instruments [refer note 2.29(a)] 103 23
309 166
Current
Carried at amortized cost
Unbilled receivable (previous year : unbilled revenue) 771 444
Unbilled receivables-related parties (previous year : unbilled revenue - related 862 729
parties) (refer note 2.31)
Contract assets 38 -
Interest receivable 91 31
Interest receivable - related parties (refer note 2.31) 5 2
Security deposits 22 26
Security deposits - related parties (refer note 2.31) 7 4
Finance lease receivables [refer note 2.28(ii)] 49 15
Other receivables 219 112
2,064 1,363
Carried at fair value through other comprehensive income
Unrealized gain on derivative financial instruments [refer note 2.29(a)] 132 178
As at
31 March 2019 31 March 2018
Unsecured considered good
Capital advances 23 63
Advances other than capital advances
Security deposits 33 35
Others
Prepaid expenses 68 69
Prepaid rentals for leasehold land 281 285
Prepaid expenses - related parties (refer note 2.31) 7 3
Deferred contract cost (previous year : deferred cost) (refer note 2.19) 311 214
723 669
2.8 Inventories
As at
31 March 2019 31 March 2018
Stock-in-trade 18 40
18 40
As at
31 March 2019 31 March 2018
Unsecured, considered good (refer note below) 6,280 5,452
Trade receivables which have significant increase in credit risk 77 89
Trade receivables - credit impaired 13 16
6,370 5,557
Impairment allowance for bad and doubtful debts
- Unsecured, considered good (35) (25)
- Trade receivables which have significant increase in credit risk (77) (89)
-Trade receivables - credit impaired (13) (16)
6,245 5,427
Note : Includes receivables from related parties amounting to ` 2,954 crores (31 March 2018, ` 3,570 crores).
As at
31 March 2019 31 March 2018
(a) Cash and cash equivalent
Balance with banks
- in current accounts 2,734 128
- deposits with original maturity of less than 3 months 1,775 -
Remittances in transit 9 77
Unclaimed dividend account 5 5
4,523 210
(b) Other bank balances
Deposits with remaining maturity up to 12 months 1,750 2,115
6,273 2,325
As at
31 March 2019 31 March 2018
Unsecured, considered good
Advances other than capital advances
Security deposits 11 9
Advances to supplier-related parties (refer note 2.31) 85 61
Advances to employees 27 24
Advances to suppliers 34 33
Others
Deferred contract cost (previous year : deferred cost) (refer note 2.19) 96 41
Deferred contract cost-related parties (refer note 2.19 and 2.31) 19 -
Prepaid expenses 213 207
Prepaid rentals for leasehold land 4 4
Prepaid expenses - related parties (refer note 2.31) 20 4
Advance tax (refundable) 1 2
Goods and service tax receivable 86 48
Other advances 54 114
650 547
As at
31 March 2019 31 March 2018
Unsecured, considered doubtful
Advances other than capital advances
Advances to employees 39 38
Other advances 5 5
Less: Provision for doubtful advances (44) (43)
- -
650 547
As at
31 March 2019 31 March 2018
Authorized
1,500,000,000 (31 March 2018, 1,500,000,000) equity shares of ` 2 each 300 300
Issued, subscribed and fully paid up
1,356,278,868(31 March 2018, 1,392,246,384) equity shares of ` 2 each 271 278
The Company has only one class of shares referred to as equity shares having a par value of ` 2/-. Each holder of equity shares
is entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
Reconciliation of the number of shares outstanding at the beginning and at the end of the financial year
As at
31 March 2019 31 March 2018
No. of shares ` in Crores No. of shares ` in Crores
Number of shares at the beginning 1,392,246,384 278 1,426,783,424 285
Add: Shares issued on exercise of employee stock options 396,120 - 462,960 -
Less: Shares extinguished on buyback (36,363,636) (7) (35,000,000) (7)
Number of shares at the end 1,356,278,868 271 1,392,246,384 278
The Company does not have any holding/ ultimate holding company.
As at
31 March 2019 31 March 2018
Name of the shareholder
% holding in % holding in
No. of shares No. of shares
the class the class
Equity shares of ` 2 each fully paid
Vama Sundari Investments (Delhi) Private Limited 581,855,849 42.90% 587,647,744 42.21%
HCL Holdings Private Limited 223,331,016 16.47% 233,887,811 16.80%
As per the records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back
during the period of five years immediately preceding the reporting date
As at
31 March 2019 31 March 2018
Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) 15,563,430 15,573,555
without payment being received in cash. Equity shares Equity shares
Aggregate number and class of shares allotted as fully paid up by way of bonus 702,847,961 702,847,961
shares. Equity Shares Equity Shares
71,363,636 35,000,000
Aggregate number and class of shares bought back
Equity Shares Equity Shares
During the year ended 31 March 2019, the Company has carried out the share buyback of 36,363,636 fully paid-up equity shares
of face value of ` 2 each at a price of ` 1,100 per share paid in cash for an aggregate consideration of ` 4,000 crores. Same
has been recorded as reduction in equity share capital by ` 7 crores, securities premium by ` 10 crores, general reserve by
` 2,387 crores and retained earnings by ` 1,596 crores.
As required by the Companies Act, 2013, capital redemption reserve of ` 7 crores has been created out of general reserve to the
extent of share capital extinguished. The expenses of ` 12 crores relating to buyback has been adjusted against retained earnings.
During the previous year ended 31 March 2018, the Company carried out the share buyback of 35,000,000 fully paid-up equity
shares of face value of ` 2 each at a price of ` 1,000 per share paid in cash for an aggregate consideration of ` 3,500 crores.
Same was recorded as reduction in equity share capital by ` 7 crores, securities premium by ` 3,248 crores and general reserve
by ` 245 crores.
As required by the Companies Act, 2013, capital redemption reserve of ` 7 crores was created out of general reserve to the extent
of share capital extinguished. The expenses of ` 14 crores relating to buyback has been adjusted against retained earnings.
Capital management
The primary objective of the Company’s capital management is to support business continuity and growth of the company
while maximizing the shareholder value. The company has been declaring quarterly dividend for last 16 years. The Company
determines the capital requirement based on long-term and other strategic investment plans. The funding requirements are
generally met through operating cash flows generated.
The Company has provided share-based payment schemes to its employees. During the year ended 31 March 2019 and 31
March 2018, the following scheme was in operation:
ESOP 2004
Maximum number of options under the plan 20,000,000
Method of settlement (cash/equity) Equity
Vesting period (maximum) 96 months
Exercise period from the date of vesting (maximum) 5 years
Service period /
Vesting conditions Company
performance
Each option granted under the above plans entitles the holder to eight equity shares of the Company at an exercise price, which
is approved by the Nomination and Remuneration Committee.
The details of activity under the plan has been summarized below:-
Year ended
31 March 2019 31 March 2018
ESOP 2004
Weighted average Weighted average
No of options No of options
exercise price (`) exercise price (`)
Outstanding at the beginning of the year 123,645 16 183,915 16
Add: Granted during the year - - - -
Less: Forfeited during the year (4,800) 16 (2,400) 16
Exercised during the year (49,515) 16 (57,870) 16
Expired during the year (120) - - -
Options outstanding at the end of the year 69,210 16 123,645 16
Options exercisable at the end of the year 69,210 118,845
The weighted average option price at the date of exercise for stock options exercised during the year was ` 7,897
(31 March 2018, ` 6,962)
Weighted
average
Number
Range of exercise remaining Weighted average
Name of the plan of options
prices contractual life exercise price (`)
outstanding
of options
(in years)
Employee stock option plan - 2004
31 March 2019 ` 16 69,210 0.50 16
31 March 2018 ` 16 123,645 1.38 16
There are no options granted during the current year and previous year.
2.13 Borrowings
Non-current Current
As at As at
31 March 2019 31 March 2018 31 March 2019 31 March 2018
Long term borrowings
Secured
Term loan from banks (refer note 1 below) 32 33 18 15
Current maturities of long term
borrowings disclosed under Note 2.14 - - (18) (15)
“Other financial liabilities”
32 33 - -
Note:-
1. The Company has availed of term loans of ` 50 crores (31 March 2018, ` 48 crores) secured by hypothecation of gross block
of vehicles of ` 113 crores (31 March 2018, ` 109 crores) at interest rates ranging from 8.50% p.a. to 10.40% p.a. The loans
are repayable over a period of 3 to 5 years on a monthly basis.
As at
31 March 2019 31 March 2018
Non - current
Carried at amortized cost
Employee bonuses accrued 1 1
Carried at fair value through other comprehensive income
Unrealized loss on derivative financial instruments [refer note 2.29(a)] - 1
1 2
Current
Carried at amortized cost
Current maturities of long term borrowings 18 15
Unclaimed dividends 5 5
Accrued salaries and benefits
Employee bonuses accrued 429 314
Other employee costs 228 198
Others
Liabilities for expenses 583 912
Liabilities for expenses-related parties (refer note 2.31) 346 323
Capital accounts payables [includes supplier credit ` 166 crores (31 March 472 880
2018, ` 168 crores)]
Capital accounts payables-related parties [includes supplier credit ` 3 crores 3 2
(31 March 2018, ` 2 crores)] (refer note 2.31)
Supplier credit 56 88
Supplier credit -related parties (refer note 2.31) 161 123
2,301 2,860
Carried at fair value through profit and loss
Unrealized loss on derivative financial instruments [refer note 2.29(a)] - 6
2,301 2,866
2.15 Provisions
As at
31 March 2019 31 March 2018
Non - Current
Provision for employee benefits
Provision for gratuity (refer note 2.30) 375 317
Provision for leave benefits 178 154
553 471
Current
Provision for employee benefits
Provision for gratuity (refer note 2.30) 73 63
Provision for leave benefits 68 66
141 129
As at
31 March 2019 31 March 2018
Contract liabilities (previous year : revenue received in advance) (refer note 2.19) 20 24
Contract liabilities - related parties (previous year : revenue received in advance- 5 8
related parties) (refer note 2.19 and 2.31)
Others 27 24
52 56
As at
31 March 2019 31 March 2018
Trade payables 156 91
Trade payables-related parties (refer note 2.31) 2,211 453
2,367 544
As at
31 March 2019 31 March 2018
Contract liabilities (previous year : revenue received in advance) (refer note 2.19) 166 144
Contract liabilities-related parties (previous year : revenue received in advance- 535 326
related parties) (refer note 2.19 and 2.31)
Other Advances
Advances received from customers 2 25
Advances received from customers- related parties (refer note 2.31) 49 -
Others
Withholding and other taxes payable 149 113
901 608
Year ended
31 March 2019 31 March 2018
Sale of services 25,834 21,859
Sale of hardware and software 178 214
26,012 22,073
The disaggregated revenue from contracts with the customers for the year ended 31 March 2019.
Year ended
31 March 2019
Contract type
Fixed price 18,312
Time and material 7,700
Total 26,012
Geography wise
America 14,770
Europe 7,135
India* 1,924
Rest of world 2,183
26,012
* includes revenue billed to India based captive of global customers
As at 31 March 2019, the aggregate amount of transaction price allocated to remaining performance obligations as per the
requirements of Ind AS 115 was ` 17,413 crores out of which, approximately 43% is expected to be recognized as revenues within
one year and the balance beyond one year. This is after exclusions of below:
a) Contracts for which we recognize revenues based on the right to invoice for services performed,
b) Variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to
transfer a distinct good or service that forms part of a single performance obligation,or
c) Variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual
property.
Contract balances
Contract assets : A contract asset is a right to consideration that is conditional upon factors other than the passage of time.
Contract assets are recognized where there is excess of revenue over the billings. Revenue recognized but not billed to customers
is classified either as contract assets or unbilled receivable in our balance sheet. Contract assets primarily relate to unbilled
amounts on fixed price contracts using the cost to cost method of revenue recognition. Unbilled receivable represents contracts
where right to consideration is unconditional (i.e. only the passage of time is required before the payment is due).
During the year, out of ` 36 crores contract assets as on 1 April 2018, invoicing for 100 % has been done.
Contract liablities : A contract liability arises when there is excess billing over the revenue recognized.
Contract liabilities
Balance as at 1 April 2018 502
Additional amounts billed but not recognized as revenue 596
Deduction on account of revenues recognized during the year (372)
Balance as at 31 March 2019 726
Deferred contract cost : Deferred contract cost represents the contract fulfilment cost and cost for obtaining the contract.
The below table discloses the significant movement in deferred contract cost :
Deferred
contract cost
Balance as at 1 April 2018 255
Additional cost capitalised during the year 240
Deduction on account of cost amortised during the year (69)
Balance as at 31 March 2019 426
Year ended
31 March 2019 31 March 2018
Interest income
- On investments carried at fair value through other comprehensive income 93 3
- On others financial instruments carried at amortized cost 438 441
Profit on sale of investments carried at fair value through other comprehensive income 17 -
Income on investments carried at fair value through profit and loss
- Gains on fair value changes on mutual funds (3) 2
- Profit on sale of mutual funds 124 141
Dividends from subsidiary companies 17 16
Profit on sale of property, plant and equipments (refer note below) 3 4
Provision for doubtful debts/bad debts written back 4 -
Exchange differences (net) 101 88
Miscellaneous income 11 7
805 702
Note: Net of loss on sale of property, plant & equipment ` 2 crores (previous year, ` 1 crore).
Year ended
31 March 2019 31 March 2018
Opening stock 40 90
Less : Closing stock 18 40
22 50
Year ended
31 March 2019 31 March 2018
Salaries, wages and bonus 7,728 7,038
Contribution to provident fund and other employee funds 303 285
Staff welfare expenses 48 42
8,079 7,365
Year ended
31 March 2019 31 March 2018
Interest
- on loans from banks 4 5
- others 9 15
Bank charges 3 3
16 23
Year ended
31 March 2019 31 March 2018
Rent 246 217
Power and fuel 234 236
Insurance 38 23
Repairs and maintenance
- Plant and machinery 52 56
- Buildings 97 76
- Others 207 168
Communication costs 89 110
Travel and conveyance 792 686
Legal and professional charges 103 95
Software license fee 282 275
Rates and taxes 26 30
CSR expenditure 125 91
Provision for doubtful debts/bad debts written off - 25
Miscellaneous expenses 159 175
2,450 2,263
Year ended
31 March 2019 31 March 2018
Income tax charged to statement of profit and loss
Current income tax charge 2,354 1,987
Deferred tax credit (608) (224)
1,746 1,763
Year ended
31 March 2019 31 March 2018
Income tax charged to other comprehensive income
Expense (benefit) on re-measurements of defined benefit plans 3 7
Expense (benefit) on revaluation of cash flow hedges 3 (78)
Expense (benefit) on unrealized gain on debt instruments 1 -
7 (71)
The reconciliation between the Company’s provision for income tax and amount computed by applying the statutory income tax
rate in India is as follows:
Year ended
31 March 2019 31 March 2018
Profit before income tax 9,931 9,125
Statutory tax rate in India 34.94% 34.61%
Expected tax expense 3,470 3,158
Non-taxable export income (1,549) (1,405)
Non-taxable other income (29) -
Reversal of prior year provision (net) (176) -
MAT credit entitlement - (70)
Permanent differences - 32
Others 30 48
Total taxes 1,746 1,763
Effective income tax rate 17.6% 19.3%
The company has benefited from certain tax incentives that the Government of India has provided for the units situated in Special
Economic Zones (SEZs) under the Special Economic Zone Act, 2005, which began providing services on or after April 1, 2005.
The eligible units are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five years
from commencement of provision of services and 50% of such profits and gains for a further five years. Certain tax benefits are
also available for a further five years subject to the unit meeting defined conditions. The aforesaid tax benefits will not be available
to Units commencing operations on or after April 1, 2020.
The Company is subject to Minimum Alternate Tax (MAT) on its book profits, which gives rise to future economic benefits in the
form of adjustment of future income tax liability. MAT paid for a year can be set-off against the normal tax liability within fifteen
subsequent years, expiring between the years 2023 to 2034.
Recognised
Recognized
Opening in / Exchange Closing
in profit and Acquisitions
balance reclassified difference balance
loss
from OCI
Deferred tax assets
MAT credit entitlement 1,341 617 - - - 1,958
Provision for doubtful debts 54 (2) - - - 52
Accrued employee costs 148 24 - - - 172
Depreciation and amortization 2 6 - - - 8
Others 42 (15) - - - 27
Gross deferred tax assets (A) 1,587 630 - - - 2,217
Deferred tax liabilities
Depreciation and amortization 40 15 - - - 55
Unrealized gain on derivative
33 - 3 - - 36
financial instruments
Others 8 7 4 - - 19
Gross deferred tax liabilities (B) 81 22 7 - - 110
Net deferred tax assets (A-B) 1,506 608 (7) - - 2,107
Recognised
Recognized
Opening in / Exchange Closing
in profit and Acquisitions
balance reclassified difference balance
loss
from OCI
Deferred tax assets
MAT credit entitlement 1,120 221 - - - 1,341
Provision for doubtful debts 50 4 - - - 54
Accrued employee costs 146 3 (1) - - 148
Depreciation and amortization 2 - - - - 2
Others 50 (8) - - - 42
Gross deferred tax assets (A) 1,368 220 (1) - - 1,587
Deferred tax liabilities
Depreciation and amortization 28 12 - - - 40
Unrealized gain on derivative
111 - (78) - - 33
financial instruments
Others 18 (16) 6 - - 8
Gross deferred tax liabilities (B) 157 (4) (72) - - 81
Net deferred tax assets (A-B) 1,211 224 71 - - 1,506
Year ended
31 March 2019 31 March 2018
Net profit as per statement of profit and loss for computation of EPS 8,209 7,362
Weighted average number of equity shares outstanding in calculating Basic EPS 1,375,363,202 1,401,349,735
Dilutive effect of stock options outstanding 552,567 986,925
Weighted average number of equity shares outstanding in calculating dilutive EPS 1,375,915,769 1,402,336,660
Nominal value of equity shares (in `) 2 2
Earnings per equity share (in `)
- Basic 59.69 52.54
- Diluted 59.66 52.50
2.28 Leases
i) Operating lease
The Company’s significant leasing arrangements are in respect of operating leases for office spaces and accommodation
for its employees. The aggregate lease rental expense recognized in the statement of profit and loss for the year amounts to
` 246 crores (previous year, ` 217 crores).
The lease equalization amount for non-cancellable operating lease payable in future years and accounted for by the Company
is ` 90 crores (31 March 2018, ` 85 crores). Future minimum lease payments and the payment profile of non-cancellable
operating leases are as follows:
Year ended
31 March 2019 31 March 2018
Not later than one year 188 139
Later than one year and not later than 5 years 556 445
Later than five years 184 187
928 771
The Company has given IT equipments to its customers on a finance lease basis. The future lease receivables in respect of
assets given on finance lease are as follows:
(a) Derivatives
The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities and forecast cash flows
denominated in foreign currency. The use of derivatives to hedge foreign currency forecast cash flows is governed by the
Company’s strategy, which provides principles on the use of such forward contracts and currency options consistent with the
Company’s Risk Management Policy. The counterparty in these derivative instruments is a bank and the Company considers
the risks of non-performance by the counterparty as insignificant. The Company has entered into a series of foreign exchange
forward contracts and options that are designated as cash flow hedges and the related forecasted transactions extend
through June 2023. The Company does not use forward covers and currency options for speculative purposes.
The following table presents the aggregate notional principal amounts of the outstanding derivative forward covers together
with the related balance sheet exposure:
The following table presents the aggregate notional principal amounts of the outstanding forward options together with the
related balance sheet exposure:
The notional amount is a key element of derivative financial instrument agreements. However, notional amounts do not
represent the amount exchanged by counterparties and do not measure the Company’s exposure to credit risk as these
contracts are settled at their fair values at the maturity date.
The balance sheet exposure denotes the fair values of these contracts at the reporting date and is presented in ` crores. The
Company presents its foreign exchange derivative instruments on a net basis in the financial statements due to the right of
offset by its individual counterparties under master netting agreements.
The fair value of the derivative instruments presented on a gross basis as at each date indicated below is as follows:
As at 31 March 2019
Financial assets Financial liabilities Total fair
Current Non current Current Non current value
Derivatives designated as hedging instruments
Foreign exchange contracts in an asset position 142 113 10 10 275
Foreign exchange contracts in an liability position (10) (10) (10) (10) (40)
Net asset (liability) 132 103 - - 235
Derivatives not designated as hedging instruments
Foreign exchange contracts in an asset position 86 - 7 - 93
Foreign exchange contracts in an liability position (7) - (7) - (14)
Net asset (liability) 79 - - - 79
Total derivatives at fair value 211 103 - - 314
As at 31 March 2018
Financial assets Financial liabilities Total fair
Current Non current Current Non current value
Derivatives designated as hedging instruments
Foreign exchange contracts in an asset position 197 44 19 21 281
Foreign exchange contracts in an liability position (19) (21) (19) (22) (81)
Net asset (liability) 178 23 - (1) 200
Derivatives not designated as hedging instruments
Foreign exchange contracts in an asset position 4 - 4 - 8
Foreign exchange contracts in an liability position (4) - (10) - (14)
Net asset (liability) - - (6) - (6)
Total derivatives at fair value 178 23 (6) (1) 194
The following tables set forth the fair value of derivative instruments included in the balance sheets as at each date indicated:
As at
31 March 2019 31 March 2018
Derivatives designated as hedging instruments
Unrealized gain on financial instruments classified under current assets 132 178
Unrealized gain on financial instruments classified under non-current assets 103 23
Unrealized loss on financial instruments classified under non-current liabilities - (1)
235 200
Derivatives not designated as hedging instruments
Unrealized gain on financial instruments classified under current assets 79 -
Unrealized loss on financial instruments classified under current liabilities - (6)
79 (6)
As at
31 March 2019 31 March 2018
Within one year - 6
One to two years - -
Two to three years - 1
- 7
The following table summarizes the activities in the statement of profit and loss:
Year ended
31 March 2019 31 March 2018
Derivatives in hedging relationships
Effective portion of gain or (loss) recognized in OCI on derivatives 82 131
Effective portion of gain or (loss) reclassified from OCI into statement of profit
45 517
and loss as “revenue”
Derivatives not in hedging relationships
Gain or (loss) recognized into statement of profit and loss as “exchange
(18) 18
differences”
The following table summarizes the activity in the accumulated ‘Other comprehensive income’ within equity related to all
derivatives classified as cash flow hedges:
Year ended
31 March 2019 31 March 2018
Gain as at the beginning of the year 170 556
Unrealized gain on cash flow hedging derivatives during the year 82 131
Net loss (gain) reclassified into net income on occurrence of hedged transactions (45) (517)
Gain as at the end of the year 207 170
Deferred tax (36) (33)
Cash flow hedging reserve (net of tax) 171 137
The estimated net amount of existing gain that is expected to be reclassified into the statement of profit and loss within the
next twelve months is ` 110 crores (31 March 2018, gain of ` 156 crores).
Fair value
Fair value through Total
Amortized
through other carrying
cost
profit and loss comprehensive value
income
Financial assets
Investments (other than in subsidiaries) 776 1,226 - 2,002
Trade receivables - - 6,245 6,245
Cash and cash equivalents - - 4,523 4,523
Other bank balances - - 1,750 1,750
Loans - - 1,599 1,599
Others (refer note 2.6) 79 235 2,270 2,584
Total 855 1,461 16,387 18,703
Fair value
Fair value through Total
Amortized
through other carrying
cost
profit and loss comprehensive value
income
Financial liabilities
Borrowings - - 32 32
Trade payables - - 2,367 2,367
Others (refer note 2.14) - - 2,302 2,302
Total - - 4,701 4,701
Fair value
Fair value through Total
Amortized
through other carrying
cost
profit and loss comprehensive value
income
Financial assets
Investments (other than in subsidiaries) 2,130 260 - 2,390
Trade receivables - - 5,427 5,427
Cash and cash equivalents - - 210 210
Other bank balances - - 2,115 2,115
Loans - - 3,673 3,673
Others (refer note 2.6) - 201 1,505 1,706
Total 2,130 461 12,930 15,521
Financial liabilities
Borrowings - - 33 33
Trade payables - - 544 544
Others (refer note 2.14) 6 1 2,860 2,867
Total 6 1 3,437 3,444
The Company and its subsidiaries have revolving accounts receivables based facilities of ` 767 crores permitting it to sell
certain accounts receivables to banks on a non-recourse basis in the normal course of business. The aggregate maximum
capacity utilized by the Company at any time during the year was ` 140 crores (previous year, nil). Outstanding utilization by
the company against this facility as of 31 March 2019 is ` 140 crores (previous year, nil).
The assets and liabilities measured at fair value on a recurring basis as at 31 March 2019 and the basis for that measurement
is as below:
The following table discloses the assets and liabilities measured at fair value on a recurring basis as at 31 March 2018 and
the basis for that measurement:
Valuation methodologies
Investments: The Company’s investments consist of investment in debt securities in the form of bonds,debentures and mutual
funds which are determined using quote prices or identical quoted prices of assets or liabilities in active markets and are
classified as Level 1.
Derivative financial instruments: The Company’s derivative financial instruments consist of foreign currency forward exchange
contracts. Fair values for derivative financial instruments are based on broker quotations and are classified as Level 2.
The Company assessed that fair value of cash and short-term deposits, trade receivables, trade payables, bank overdrafts
and other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The Company is exposed to market risk, credit risk and liquidity risk which may impact the fair value of its financial instruments.
The Company has a risk management policy to manage & mitigate these risks.
The Company’s risk management policy aims to reduce volatility in financial statements while maintaining balance between
providing predictability in the Company’s business plan along with reasonable participation in market movement.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises of currency risk and interest rate risk. The Company is primarily exposed to fluctuation
in foreign currency exchange rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in exchange rates. The Company’s exposure to the risk of changes in exchange rates relates primarily to the Company’s
operations and the Company’s net investments in foreign branches.
The exchange rate risk primarily arises from assets and liabilities denominated in currencies other than the functional
currency of the respective branches and foreign currency forecasted revenue and cash flows. A significant portion of the
Company revenue is in US Dollar, Pound Sterling (GBP) and Euro while a large portion of costs are in Indian rupees. The
fluctuation in exchange rates in respect to the Indian rupee may have potential impact on the statement of profit and loss
and other comprehensive income and equity.
To mitigate the foreign currency risk the Company uses derivatives as governed by the Company’s strategy, which
provides principles on the use of such forward contracts and currency options consistent with the Company’s Risk
Management Policy.
Appreciation/depreciation of 1% in respective foreign currencies with respect to functional currency of the Company and
its branches would result in decrease/increase in the Company’s profit before tax by approximately ` 12 crores for the
year ended 31 March 2019.
The rate sensitivity is calculated by aggregation of the net foreign exchange rate exposure and a simultaneous parallel
foreign exchange rates shift of all the currencies by 1% against the respective functional currencies of the Company and
its branches. The sensitivity analysis presented above may not be representative of the actual change.
Non-derivative foreign currency exposure as of 31 March 2019 and 31 March 2018 in major currencies is as below:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s investments are primarily in fixed rate interest bearing investments.
Hence the Company is not significantly exposed to interest rate risk.
Credit risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash
and bank balances, inter-corporate deposits, trade receivables, unbilled revenue, finance lease receivables, investment
securities and derivative instruments. The cash resources of the Company are invested with mutual funds, banks, financial
institutions and corporations after an evaluation of the credit risk. By their nature, all such financial instruments involve
risks, including the credit risk of non-performance by counterparties.
The customers of the Company are primarily corporations based in the United States of America and Europe and
accordingly, trade receivables and finance lease receivables are concentrated in the respective countries. The Company
periodically assesses the financial reliability of customers, taking into account the financial condition, current economic
trends, analysis of historical bad debts and ageing of accounts receivables.
The allowance for lifetime expected credit loss on customer balances is as below:
As at
31 March 2019 31 March 2018
Balance at the beginning of the year 130 120
Additional provision during the year 39 55
Deductions on account of write offs and collections (44) (46)
Effect of exchange rates changes - 1
Balance at the end of the year 125 130
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial
liabilities. The investment philosophy of the Company is capital preservation and liquidity in preference to returns. The
Company consistently generates sufficient cash flows from operations and has access to multiple sources of funding to
meet the financial obligations and maintain adequate liquidity for use.
Maturity profile of the Company’s non-derivative long term financial liabilities based on contractual payments is as below:
The Company has calculated the various benefits provided to employees as given below:
Superannuation Fund
Employer’s contribution to Employees State Insurance
Employer’s contribution to Employee Pension Scheme
During the year the Company has recognized the following amounts in the statement of profit and loss :-
Year ended
31 March 2019 31 March 2018
Superannuation Fund 4 3
Employer’s contribution to Employees State Insurance 12 14
Employer’s contribution to Employee’s Pension Scheme 105 95
Total 121 112
The Company has contributed ` 19 crores (previous year, ` 18 crores) towards other foreign defined contribution plans.
a) Gratuity
b) Employer’s contribution to provident fund
Gratuity
The following table sets out the status of the gratuity plan :
Year ended
31 March 2019 31 March 2018
Current Service cost 82 75
Past service cost 3 11
Interest cost (net) 26 21
Net benefit expense 111 107
Balance Sheet
As at
31 March 2019 31 March 2018
Defined benefit obligations 464 394
Fair value of plan assets 16 14
448 380
Less: Unrecognized past service cost - -
Net plan liability 448 380
Current defined benefit obligations 73 63
Non-current defined benefit obligations 375 317
Year ended
31 March 2019 31 March 2018
Opening defined benefit obligations 394 343
Current service cost 82 75
Past Service Cost 3 11
Interest cost 27 22
Re-measurement gains (losses) in OCI
Actuarial changes arising from changes in financial assumptions 13 (18)
Experience adjustments (27) (16)
Benefits paid (28) (23)
Closing defined benefit obligations 464 394
Year ended
31 March 2019 31 March 2018
Opening fair value of plan assets 14 16
Interest income 1 1
Contributions 26 -
Re-measurement gains (losses) in OCI
Return on plan assets, excluding amount recognized in interest income (1) (1)
Benefits paid (24) (2)
Closing fair value of plan assets 16 14
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable
to the period over which the obligation is to be settled.
The principal assumptions used in determining gratuity for the Company’s plans are shown below:
As at
31 March 2019 31 March 2018
Discount rate 7.20% 7.60%
Estimated Rate of salary increases 7.00% 7.00%
Employee Turnover 22.00% 22.00%
Expected rate of return on assets 7.20% 7.60%
The estimates of future salary increases, considered in the actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors, such as supply and demand in the employment market.
Discount rate and future salary escalation rate are the key actuarial assumptions to which the defined benefit obligations
are particularly sensitive. The following table summarizes the impact on defined benefit obligations as at 31 March 2019
arising due to an increase/decrease in key actuarial assumptions by 50 basis points:
Salary
Discount rate
escalation rate
Impact of increase (13) 14
Impact of decrease 14 (13)
The sensitivity analysis presented may not be representative of the actual change in the defined benefit obligations as
sensitivities have been calculated to show the movement in defined benefit obligations in isolation and assuming there
are no other changes in market conditions. There have been no changes from the previous years in the methods and
assumptions used in preparing the sensitivity analysis.
The defined benefit obligations are expected to mature after 31 March 2019 as follows:
The actuary has provided a valuation and based on the assumptions mentioned below, there is no shortfall as at 31 March
2019 and 31 March 2018.
The details of the fund and plan asset position are given below:-
Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic
Approach:
During the year ended 31 March 2019, the Company has contributed ` 141 crores (previous year, ` 121 crores) towards
employer’s contribution to provident fund.
b) Related parties with whom transactions have taken place during the current year
Year ended
Transactions with Key Managerial personnel during the year
31 March 2019 31 March 2018
Compensation
- Short-term employee benefits from company 5 16
- Short-term employee benefits from subsidiaries 34 23
- Other long term benefits from subsidiaries - 16
- Termination benefits from company 1 -
Year ended
Transactions with Directors during the year
31 March 2019 31 March 2018
Commission & other benefits to Directors (includes sitting fees) 8 8
* Unsecured loan includes loan outstanding with Geometric Europe GmbH which is given for working capital management
and repayable on demand.
Year ended
31 March 2019 31 March 2018
Revenue 229 128
Capital - -
229 128
As at
31 March 2019 31 March 2018
i) Capital and other commitments
Capital commitments
Estimated amount of contracts remaining to be executed on capital account and 262 201
not provided for (net of advances) [includes related party nil (31 March 2018,
` 1 crore)]
The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome
of which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate
amounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amount
can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The
Company reviews these provisions at least quarterly and adjusts these provisions accordingly to reflect the impact of negotiations,
settlements, rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable
range of reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business,
financial position, results of the Company, or cash flows with respect to loss contingencies for legal and other contingencies as at
31 March 2019.
Guarantees have been given by the Company on behalf of various subsidiaries against credit facilities, financial assistance and
office premises taken on lease amounting to ` 352 crores (31 March 2018, ` 471 crores). These guarantees have been given in
the normal course of the Company’s operations and are not expected to result in any loss to the Company, on the basis of the
beneficiaries fulfilling their ordinary commercial obligations.
The Company is required to comply with the transfer pricing regulations, which are contemporaneous in nature. The Company
appoints independent consultant annually for conducting transfer pricing studies to determine whether transactions with associate
enterprises undertaken during the financial year, are on an arm’s length basis. Adjustments, if any, arising from the transfer pricing
studies will be accounted for when the study is completed for the current financial year. The management is of the opinion that its
transactions with associates are at arm’s length so that the outcome of the studies to corroborate compliance with legislation will
not have any material adverse impact on the financial statements.
Year ended
31 March 2019 31 March 2018
Audit fees 4 4
Other services (Tax audit fees, certification and out of pocket expenses) 1 1
5 5
As per information available with the management, the dues payable to enterprises covered under “The Micro, Small and Medium
Enterprises Development Act, 2006” are as follows:
For the year ended 31 March 2019 For the year ended 31 March 2018
Principal Interest Principal Interest
Amount due to vendors 2 - - -
Principal amount paid beyond the - - - -
appointed date
Interest under normal credit terms -
Accrued and unpaid during the year - - - -
Total interest payable -
Accrued and unpaid during the year - - - -
This has been determined on the basis of responses received from vendors on specific confirmation sought by the Company.
As required by the Companies Act, 2013, the gross amount required to be spent by the Company on CSR activities is ` 144 crores
(31 March 2018, ` 134 crores) and the amount spent during the year is ` 125 crores (31 March 2018, ` 91 crores).
As per Ind AS 108 ‘Operating Segments’, the Company has disclosed the segment information only as part of the consolidated
financial results.
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
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 (g) and 3.19 of the
consolidated financial statements)
The group has adopted Ind AS 115 “Revenue from Contracts We assessed the Group’s process to identify the recognition of
with Customers” starting 1 April 2018. The application of the new revenue for fixed price contract, accounting for distinctive terms
revenue accounting standard involves certain key judgements in arrangements and impact of adoption of the new revenue
and principles for evaluating various distinctive terms/matters. accounting standard. Our audit approach consisted testing of
the design and operating effectiveness of the internal controls
and substantive testing on sample basis as follows:
The group also derives portion of its revenue from long-term Evaluated the design of internal controls.
and fixed price projects. Estimated effort is a critical estimate
to determine revenues for fixed price contract. This estimate Tested the operating effectiveness of the internal control.
has a high inherent uncertainty as it requires consideration of
Tested relevant information technology systems’ controls
progress of the contract, efforts incurred till date, efforts required
relating to contracts and related information used in
to complete the remaining contract performance obligations.
recording and disclosing revenue.
3. Consolidated Part HCL Techno Ltd AR 221-292 2018-19.indd 222 04-Jul-19 9:21:05 PM
Key audit matters How our audit addressed the key audit matter
Tested continuing and new contracts and performed the
following procedures to assess management analysis and
impact of Ind AS 115 adoption :
○ Read, analyzed and identified the distinct
performance obligations in these contracts.
○ Compared these performance obligations with
that identified and recorded by the Group.
○ Considered the terms of the contracts and
assessed the transaction price including any
variable consideration to test revenue.
Further, in respect of fixed price contracts, progress towards
completion of performance obligation, used to compute
revenue, was verified based on actual cost relative to
estimated cost from the information technology systems.
Also reviewed cost incurred with estimated cost to identify
significant 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/matters in order to test appropriateness of revenue
recognition.
Assessed the appropriateness of the disclosure made
pursuant to new revenue accounting standard.
Business combinations (as described in note 2(a) of the consolidated financial statements)
During the year ended March 31, 2019, the Group made a With respect to the accounting for the acquisition, we:
number of acquisitions totaling INR 2,803 crores as detailed in
Note 2 (a) of the consolidated financial statement. Read purchase/ sale agreements, obtained an
understanding of the deal structure.
The assets and liabilities acquired were recognized at fair value
at the date of acquisition. Goodwill was recognized as the Evaluated whether the accounting treatment is in
remaining portion of the purchase price that was not allocated accordance with Ind AS 103 and Ind AS 32.
to the acquired assets and liabilities as part of the purchase
Evaluated interpretation of specific sections of the
price allocation.
agreements and the application of accounting policies to
To determine the fair values of individual assets acquired thereon.
including order backlog and customer relationships, complex
Involved internal valuation specialists to assess the
valuation models based on assumptions were used. This
appropriateness of the methodology applied by the
measurement was dependent on estimates of future cash flows
management in determining the fair valuation of assets
as well as the cost of capital applied and, due to judgment,
and liabilities acquired. Key assumptions considered were
subject to considerable uncertainty.
discount rates, growth rates including terminal growth,
Further, certain embedded features such as cumulative dividend cash flow projections, net assets acquired and useful lives
rights with participating dividend rights, conversion rights into assigned and have tested the valuation for mathematical
equity, Put Option and Call Option requires judgements. accuracy.
In this context and due to the underlying complexity of the In addition we have assessed whether the disclosures in
valuation models, there is a risk that the fair values have not the notes to the financial statements are in line with the
been determined appropriately. requirements of Ind AS 103 and Ind AS 32.
Auditor’s Responsibility
II. EQUITY
(a) Equity share capital 3.12 271 278
(b) Other equity 41,095 36,108
Equity attributable to shareholders of the Company 41,366 36,386
Non controlling interest 103 -
TOTAL EQUITY 41,469 36,386
III. LIABILITIES
(1) Non - current liabilities
(a) Financial liabilities
(i) Borrowings 3.13 2,977 338
(ii) Others 3.14 536 246
(b) Provisions 3.15 821 700
(c) Deferred tax liabilities (net) 3.25 226 34
(d) Other non-current liabilities 3.16 247 212
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 3.13 724 42
(ii) Trade payables 3.17 1,305 918
(iii) Others 3.14 6,950 6,606
(b) Other current liabilities 3.18 1,810 1,325
(c) Provisions 3.15 586 530
(d) Current tax liabilities (net) 924 686
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
04-Jul-19 8:47:47 PM
Consolidated Statement of Cash flows
(All amounts in crores of `)
Year ended Year ended
31 March 2019 31 March 2018
A. Cash flows from operating activities
Profit before tax 12,622 11,024
Adjustment for:
Depreciation and amortization 2,073 1,383
Interest income (572) (467)
Provision for doubtful debts / bad debts written off, net 22 80
Income on investments carried at fair value through profit and loss (143) (162)
Profit on sale of investments carried at fair value through other comprehensive (17) -
income
Interest expenses 124 22
Loss (profit) on sale of property, plant and equipment (net) (3) (1)
Share of profit of an associate - (13)
Other non cash charges (net) (48) 52
Operating profit before working capital changes 14,058 11,918
Movement in working capital
(Increase) decrease in trade receivables (1,458) (1,126)
(Increase) decrease in inventories 108 117
(Increase) decrease in other financial assets and other assets (2,168) 3
Increase (decrease) in trade payables 377 243
Increase (decrease) in provisions, other financial liabilities and other liabilities 675 (471)
Cash generated from operations 11,592 10,684
Direct taxes paid (net of refunds) (2,621) (2,356)
Net cash flow from operating activities (A) 8,971 8,328
Net increase (decrease) in cash and cash equivalents (A+B+C) 4,436 331
Effect of exchange differences on cash and cash equivalents held in (201) 47
foreign currency
Cash and cash equivalents at the beginning of the year 1,699 1,321
Cash and cash equivalents at the end of the year as per note 3.10(a) 5,934 1,699
Notes:
2. The total amount of income taxes paid is ` 2,821 crores (31 March 2018, ` 2,509 crores)
3. Cash and cash equivalents includes Investor education and protection fund-unclaimed dividend of ` 5 crores (previous period,
` 5 crores). The Company can utilize these balances only towards settlement of the above mentioned liabilities.
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
HCL Technologies Limited (hereinafter referred to as “the Company” or “the Parent Company”) and its subsidiaries (hereinafter
collectively referred to as “the Group”) are primarily engaged in providing a range of software development services, business
process outsourcing services and IT infrastructure services. The Company was incorporated under the provisions of the Companies
Act applicable in India in November 1991, having its registered office at 806, Siddharth, 96, Nehru Place, New Delhi- 110019.
The Group leverages its offshore infrastructure and professionals to deliver solutions across select verticals including financial
services, manufacturing (automotive, aerospace, Hi-tech, semi-conductors), life sciences & healthcare, public services (oil and
gas, energy and utility, travel, transport and logistics), retail and consumer products, telecom, media, publishing and entertainment.
The consolidated financial statements for the year ended 31 March 2019 were approved and authorized for issue by the Board of
Directors on 9 May 2019.
The consolidated financial statements of the Group have been prepared in accordance with Indian Accounting Standards
(Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
presentation requirements of Schedule III (Division II) to the Companies Act, 2013, as applicable to the consolidated
financial statements.
These consolidated financial statements have been prepared under the historical cost convention on an accrual and
going concern basis, except for the following assets and liabilities which have been measured at fair value:
b) Certain financial assets and liabilities (refer accounting policy regarding financial instruments),
The accounting policies adopted in the preparation of these consolidated financial statements are consistent with those
of the previous year except where a newly issued accounting standard is initially adopted or a revision to an existing
accounting standard requires a change in the accounting policy.
The Group uses the Indian rupee (‘`’) as its reporting currency.
The consolidated financial statements comprise the financial statements of HCL Technologies Limited, the Parent
Company, and its subsidiaries. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary
and ceases when the Group loses control of the subsidiary.
Control is achieved when the Group is exposed, or has rights to variable returns from its involvement with the investee
and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee
if and only if the Group has:
a) Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
b) Exposure, or rights, to variable returns from its involvement with the investee, and
c) The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when
the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
a) The contractual arrangement with the other vote holders of the investee
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control.
The financial statements of the subsidiaries in the Group are added on a line-by-line basis and inter-company balances and
transactions including unrealized gain/loss from such transactions, are eliminated upon consolidation. The consolidated
financial statements are prepared by applying uniform accounting policies in use by the Group.
An associate is an entity over which the Group has significant influence. Significant influence is the power to participate
in the financial and operating policy decisions of the investee, but is not in control or joint control over those policies. The
aggregate of the Group’s share of profit and loss of an associate is shown on the face of the consolidated statement of
profit and loss.
The preparation of consolidated financial statements in conformity with Ind AS requires the management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and other comprehensive
income (OCI) that are reported and disclosed in the consolidated financial statements and accompanying notes. These
estimates are based on the management’s best knowledge of current events, historical experience, actions that the
Group may undertake in the future and on various other assumptions that are believed to be reasonable under the
circumstances. Significant estimates and assumptions are used for, but not limited to, accounting for costs expected to
be incurred to complete performance under fixed price projects, allowance for uncollectible accounts receivables, accrual
of warranty costs, income taxes, valuation of share-based compensation, future obligations under employee benefit
plans, the useful lives of property, plant and equipment, intangible assets, impairment of goodwill,and other contingencies
and commitments. Changes in estimates are reflected in the consolidated financial statements in the year in which the
changes are made. Actual results could differ from those estimates.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is the aggregate of the
consideration transferred measured at fair value at the acquisition date and the amount of any non-controlling interest
in the acquiree. For each business combination, the Group measures the non-controlling interest in the acquiree at fair
value. Acquisition related costs are expensed as incurred.
Any contingent consideration to be transferred by the acquirer is recognized at fair value at the acquisition date.
Contingent consideration classified as financial liability is measured at fair value with changes in fair value recognized in
the statement of profit and loss.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount
recognized for non-controlling interest, and any previous interest held, over the net identifiable assets acquired and
liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the
excess is recognized as capital reserve after reassessing the fair values of the net assets.
The Group’s consolidated financial statements are presented in Indian Rupee (`), which is also the parent company’s
functional currency. For each entity, the Group determines the functional currency, and items included in the financial
statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation
and on disposal of a foreign operation the gain or loss that is reclassified to the statement of profit and loss reflects the
amount that arises from using this method.
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency
spot rates at the date of the transaction. Foreign currency denominated monetary assets and liabilities are translated to
the relevant functional currency at exchange rates in effect at the balance sheet date. Exchange differences arising on
settlement or translation of monetary items are recognized in the statement of profit and loss. Non-monetary assets and
non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange
rate prevalent at the date of initial transaction. Non-monetary assets and non-monetary liabilities denominated in a foreign
currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was
determined.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net
profit for the year. Revenue, expenses and cash-flow items denominated in foreign currencies are translated into the
relevant functional currencies using the exchange rate in effect on the date of the transaction.
The translation of foreign operations from respective functional currency into INR (the reporting currency) for assets and
liabilities is performed using the exchange rates in effect at the balance sheet date, and for revenue, expenses and cash
flows is performed using an appropriate daily weighted average exchange rate for the respective years. The exchange
differences arising on translation for consolidation are reported as a component of ‘other comprehensive income (loss)’.
On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the
statement of profit and loss.
The Group records certain financial assets and liabilities at fair value on a recurring basis. The Group determines fair
values based on the price it would receive to sell an asset or pay to transfer a liability in an orderly transaction between
market participants at the measurement date in the principal or most advantageous market for that asset or liability.
The Group holds certain fixed income securities, equity securities and derivatives, which must be measured using the
guidance for fair value hierarchy and related valuation methodologies. The guidance specifies a hierarchy of valuation
techniques based on whether the inputs to each measurement are observable or unobservable. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs reflect the Group’s assumptions about
current market conditions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value. The prescribed fair value hierarchy and related
valuation methodologies are as follows:
Level 1 - Quoted inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in
markets that are not active and model-derived valuations, in which all significant inputs are directly or indirectly observable
in active markets.
Level 3 - Valuations derived from valuation techniques, in which one or more significant inputs are unobservable inputs
which are supported by little or no market activity.
In accordance with Ind AS 113, assets and liabilities are to be measured based on the following valuation techniques:
a) Market approach – Prices and other relevant information generated by market transactions involving identical or
comparable assets or liabilities.
b) Income approach – Converting the future amounts based on market expectations to its present value using the
discounting method.
Certain assets are measured at fair value on a non-recurring basis. These assets consist primarily of non-financial
assets such as goodwill and intangible assets. Goodwill and intangible assets recognized in business combinations are
measured at fair value initially and subsequently when there is an indicator of impairment, the impairment is recognized.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant who would use the
asset in its highest and best use.
Effective 1 April 2018, the Group has adopted Ind AS 115 using the cumulative effect method. The standard is applied
retrospectively only to contracts that are not completed as at the date of initial application and the comparative information
is not restated in the financial statement. The adoption of the standard did not have any material impact to the consolidated
financial statements of the Group.
Revenue is recognized when, or as, control of a promised service or good transfers to a customer, in an amount that
reflects the consideration to which the Group expects to be entitled in exchange for transferring those products or services.
To recognize revenues, the following five step approach is applied: (1) identify the contract with a customer, (2) identify
the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the
performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. Contract
is accounted when it is legally enforceable through executory contracts, approval and commitment from all parties, the
rights of the parties are identified, payment terms are defined, the contract has commercial substance and collectability
of consideration is probable.
Revenue with respect to time-and-material, volume based and transaction based contracts is recognized as the related
services are performed through efforts expended, volume serviced transactions are processed etc. that correspond with
value transferred to customer till date which is related to our right to invoice for services performed.
Revenue related to fixed price contracts where performance obligations and control are satisfied over a period of time
like technology integration, complex network building contracts, ERP implementations and Application development are
recognized based on progress towards completion of the performance obligation using a cost-to-cost measure of progress
(i.e., percentage-of-completion (POC) method of accounting). Revenue is recognized based on the costs incurred to date
as a percentage of the total estimated costs to fulfill the contract. Any revision in cost to complete would result in increase
or decrease in revenue and such changes are recorded in the period in which they are identified. Provisions for estimated
losses, if any, on contracts-in-progress are recorded in the period in which such losses become probable based on the
current contract estimates. Contract losses are determined to be the amount by which the estimated incremental cost
to complete exceeds the estimated future revenues that will be generated by the contract and are included in cost of
revenues and recorded in other accrued liabilities
Revenue related to other fixed price contracts providing maintenance and support services, are recognized based on our
right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered.
If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed based on the
cost to cost method described above.
In arrangements involving sharing of customer revenues, revenue is recognized when the right to receive is established.
Revenue from product sales are shown net of sales tax and applicable discounts and allowances. Revenue related to
product with installation services that are critical to the product is recognized when installation of product at customer
site is completed and accepted by the customer. If the revenue for a delivered item is not recognized for non-receipt of
acceptance from the customer, the cost of the delivered item continues to be in inventory.
When a sales arrangement contains multiple performance, such as services, hardware and Licensed IPs (software) or
combinations of each of them revenue for each element is based on a five step approach as defined above. To the extent
a contract includes multiple promised deliverables, judgment is applied to determine whether promised deliverables
are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised
deliverables are accounted for as a combined performance obligation. For arrangements with multiple distinct performance
obligations or series of distinct performance obligations, consideration is allocated among the performance obligations
based on their relative standalone selling price. Standalone selling price is the price at which group would sell a promised
good or service separately to the customer. When not directly observable, we typically estimate standalone selling price
by using the expected cost plus a margin approach. We typically establish a standalone selling price range for our
deliverables, which is reassessed on a periodic basis or when facts and circumstances change. If the arrangement
contains obligations related to License of Intellectual property (Software) or Lease deliverable, the arrangement
consideration allocated to the Software deliverables, lease deliverable as a group is then allocated to each software
obligation and lease deliverable.
Revenue recognition for delivered elements is limited to the amount that is not contingent on the future delivery of
products or services, future performance obligations or subject to customer-specified return or refund privileges.
Revenue from certain activities in transition services in outsourcing arrangements are not capable of being distinct or
represent separate performance obligation. Revenues relating to such transition activities are classified as Contract
liabilities and subsequently recognized over the period of the arrangement. Direct and incremental costs in relation to
such transition activities which are expected to be recoverable under the contract are considered as contract fulfillment
costs classified as Deferred contract cost and recognized over the period of arrangement. Certain upfront non-recurring
incremental contract acquisition costs incurred in the initial phases of outsourcing contracts are deferred and recorded
as Deferred contract cost and amortized, usually on a straight line basis, over the term of the contract unless revenues
are earned and obligations are fulfilled in a different pattern. The undiscounted future cash flows from the arrangement
are periodically estimated and compared with the unamortized costs. If the unamortized costs exceed the undiscounted
cash flow, a loss is recognized.
In instances when revenue is derived from sales of third-party vendor services, material or licenses, revenue is recorded
on a gross basis when the Group is a principal to the transaction and net of costs when the Group is acting as an agent
between the customer and the vendor. Several factors are considered to determine whether the Group is a principal or
an agent, most notably being group control the goods or service before it is transferred to customer, latitude in deciding
the price being charged to customer. Revenue is recognized net of discounts and allowances, value-added and service
taxes, and includes reimbursement of out-of-pocket expenses, with the corresponding out-of-pocket expenses included
in cost of revenues.
Volume discounts, or any other form of variable consideration is estimated using either the sum of probability weighted
amounts in a range of possible consideration amounts (expected value), or the single most likely amount in a range
of possible consideration amounts (most likely amount), depending on which method better predicts the amount
of consideration realizable. Transaction price includes variable consideration only to the extent it is probable that a
significant reversal of revenues recognized will not occur when the uncertainty associated with the variable consideration
is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in the
transaction price may involve judgment and are based largely on an assessment of our anticipated performance and all
information that is reasonably available to us.
Revenue recognized but not billed to customers is classified either as contract assets or unbilled receivable in our
consolidated statements of financial position, contract assets primarily relate to unbilled amounts on those contracts
utilizing the cost to cost method of revenue recognition. Unbilled receivables represent contracts where right to
consideration is unconditional (i.e. only the passage of time is required before the payment is due).
Revenue from sales-type leases is recognized when risk of loss has been transferred to the client and there are no
unfulfilled obligations that affect the final acceptance of the arrangement by the client.
Interest attributable to sales-type leases and direct financing leases included therein is recognized on an accrual basis
using the effective interest method and is recognized as other income.
Interest income
Interest income for all financial instruments measured at amortized cost is recorded using the effective interest rate (EIR).
EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial
instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortized
cost of a financial liability. When calculating the EIR, the Group estimates the expected cash flows by considering all the
contractual terms of the financial instrument but does not consider the expected credit losses. Interest income is included
in other income in the statement of profit and loss.
Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized
directly in equity, in which case it is recognized in equity. Current income tax for current and prior periods is recognized at
the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been
enacted or substantively enacted by the balance sheet date. Provision for income tax includes the impact of provisions
established for uncertain income tax positions.
Deferred income tax assets and liabilities recognized for all temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. Deferred income tax assets and liabilities are
recognized for those temporary differences which originate during the tax holiday period are reversed after the tax holiday
period. For this purpose, reversal of timing differences is determined using first-in-first-out method.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realized. Deferred income tax assets and liabilities are measured using tax rates and tax laws
that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in
the year that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to
the extent that it is probable that future taxable profit will be available against which the deductible temporary differences
and tax losses can be utilized. Deferred income taxes are not provided on the undistributed earnings of subsidiaries
and branches where it is expected that the earnings of the subsidiary or branch will not be distributed in the foreseeable
future.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that
date, are recognized subsequently if new information about facts and circumstances change. The adjustment is either
treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or recognized in the statement of profit and loss.
In some tax jurisdictions, tax deductions on share based payments to employees are different from the related cumulative
remuneration expenses. If the amount of the tax deduction (or estimated future tax deduction) exceeds the amount of the
related cumulative remuneration expense, the excess of the associated tax is recognized directly in retained earnings.
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any. Cost
comprises the purchase price and directly attributable cost of bringing the asset to its working condition for its intended
use. Any trade discounts and rebates are deducted in arriving at the purchase price. The Group identifies and determines
separate useful lives for each major component of the property, plant and equipment, if they have a useful life that is
materially different from that of the asset as a whole.
Expenses on existing property, plant and equipment, including day-to-day repairs, maintenance expenditure and
cost of replacing parts, are charged to the statement of profit and loss for the year during which such expenses are
incurred.
Gains or losses arising from derecognition of assets are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.
Property, plant and equipment under construction and cost of assets not ready for use at the year-end are disclosed as
capital work- in- progress.
Depreciation on property, plant and equipment is provided on the straight-line method over their estimated useful lives, as
determined by the management. Depreciation is charged on a pro-rata basis for assets purchased/sold during the year.
The management’s estimates of the useful lives of various assets for computing depreciation are as follows:
The useful lives as given above best represent the period over which the management expects to use these assets,
based on technical assessment. The estimated useful lives for these assets are therefore different from the useful lives
prescribed under Part C of Schedule II of the Companies Act 2013.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year-end and adjusted prospectively, if appropriate.
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are
carried at cost less any accumulated amortization and accumulated impairment losses.
Intangible assets are amortized over the useful life and assessed for impairment whenever there is an indication that the
intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a
finite useful life are reviewed at least at the end of each reporting year. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization
period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on
intangible assets with finite lives is recognized in the statement of profit and loss.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is
derecognized.
The intangible assets are amortized over the estimated useful life of the assets as mentioned below except certain
Licensed IPRs which include the right to modify, enhance or exploit are amortized in proportion to the expected benefits
over the useful life which could range up to 15 years:
Research costs are expensed as incurred. Development expenditure, on an individual project, is recognized as an
intangible asset when the Group can demonstrate:
The technical feasibility of completing the intangible asset so that it will be available for use or sale
Its intention to complete and its ability and intention to use or sell the asset
How the asset will generate future economic benefits
The availability of resources to complete the asset
The ability to measure reliably the expenditure during development
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset
to be carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset
begins when development is complete and the asset is available for use. It is amortized over the period of expected future
benefit. Amortization expense is recognized in the statement of profit and loss. During the period of development, the
asset is tested for impairment annually.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes
a substantial period of time to get ready for its intended use are capitalized as part of the cost of the asset. All other
borrowing costs are expensed in the period in which they occur.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
(m) Leases
Group as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all
the risks and rewards incidental to ownership to the Group is classified as a finance lease.
Finance leases are capitalized at the commencement of the lease at the fair value of the leased property or, if lower, at the
present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction
of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges
are recognized in finance costs in the statement of profit and loss.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group
will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life
of the asset or the lease term.
Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over
the lease term.
Group as a lessor
Leases in which the Group does not transfer substantially all the risks and benefits of ownership of the asset are classified
as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the
leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized
as revenue in the year in which they are earned.
Leases in which the Group transfers substantially all the risk and benefits of ownership of the asset are classified as
finance leases. Assets given under finance lease are recognized as a receivable at an amount equal to the present value
of lease receivable. After initial recognition, the Group apportions lease rentals between the principal repayment and
interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of the
finance leases. The interest income is recognized in the statement of profit and loss. Initial direct costs such as legal cost,
brokerage cost etc. are recognized immediately in the statement of profit and loss.
(n) Inventory
Stock-in-trade, stores and spares are valued at the lower of the cost or net realizable value. Cost includes cost of
purchase and other costs incurred in bringing the inventories to their present location and condition. Net realizable value
is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs
necessary to make the sale.
Cost of stock-in-trade procured for specific projects is assigned by identifying individual costs of each item. Cost of stock-
in-trade, that are interchangeable and not specific to any project and cost of stores and spare parts are determined using
the weighted average cost formula.
Goodwill
Goodwill is tested annually on March 31, for impairment, or sooner whenever there is an indication that goodwill may be
impaired, relying on a number of factors including operating results, business plans and future cash flows. For the purpose
of impairment testing, goodwill acquired in a business combination is allocated to the Group’s cash generating units
(CGU) expected to benefit from the synergies arising from the business combination. A CGU is the smallest identifiable
group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of
assets. Impairment occurs when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable
amount of the CGU. The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use.
Value-in-use is the present value of future cash flows expected to be derived from the CGU. Total impairment loss of a
CGU is allocated first to reduce the carrying amount of goodwill allocated to the CGU and then to the other assets of the
CGU, pro-rata on the basis of the carrying amount of each asset in the CGU.
An impairment loss on goodwill recognized in the statement of profit and loss is not reversed in the subsequent period.
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the
recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual
asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In
such cases, the recoverable amount is determined for the CGU to which the asset belongs. If such assets are considered
to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which
the carrying value of the asset exceeds the estimated recoverable amount of the asset.
(p) Provisions
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected
future cash flows.
i. Provident fund: Employees of the Company and its subsidiaries in India receive benefits under the provident fund,
a defined benefit plan. The employee and employer each make monthly contributions to the plan. A portion of the
contribution is made to the provident fund trust managed by the Group or Government administered provident fund;
while the balance contribution is made to the Government administered pension fund. For the contribution made by
the Company and its subsidiaries in India to the provident fund trust managed by the Group, the Company has an
obligation to fund any shortfall on the yield of the Trust’s investments over the administered interest rates. The liability
is actuarially determined (using the projected unit credit method) at the end of the year. The funds contributed to the
Trust are invested in specific securities as mandated by law and generally consist of federal and state government
bonds, debt instruments of government-owned corporations and other eligible market securities.
ii. In respect of superannuation, a defined contribution plan for applicable employees, the Company contributes to
a scheme administered on its behalf by an insurance company and such contributions for each year of service
rendered by the employees are charged to the statement of profit and loss. The Company has no further obligations
to the superannuation plan beyond its contributions.
iii. Gratuity liability: The Company and its subsidiaries in India provide for gratuity, a defined benefit plan (the “Gratuity
Plan”) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement,
death, incapacitation or termination of employment, of an amount based on the respective employee’s base salary
and the tenure of employment (subject to a maximum of ` 20 lacs per employee). The liability is actuarially determined
(using the projected unit credit method) at the end of each year. Actuarial gains/losses are recognized immediately in
the balance sheet with a corresponding debit or credit to retained earnings through other comprehensive income in
the year in which they occur.
In respect to certain employees in India, the Company contributes towards gratuity liabilities to the Gratuity Fund
Trust. Trustees of the Company administer contributions made to the Trust and contributions are invested in a
scheme with Life Insurance Corporation of India as permitted by law.
iv. Compensated absences: The employees of the Group are entitled to compensated absences which are both
accumulating and non-accumulating in nature. The employees can carry forward up to the specified portion of
the unutilized accumulated compensated absences and utilize it in future periods or receive cash at retirement or
termination of employment. The expected cost of accumulating compensated absences is determined by actuarial
valuation (using the projected unit credit method) based on the additional amount expected to be paid as a result
of the unused entitlement that has accumulated at the balance sheet date. The expense on non-accumulating
compensated absences is recognized in the statement of profit and loss in the year in which the absences occur.
Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.
v. State Plan: The contribution to State Plans in India, a defined contribution plan namely Employee State Insurance
Fund is charged to the statement of profit and loss as and when employees render related services.
vi. Contributions to other foreign defined contribution plans are recognized as expense when employees have rendered
services entitling them to such benefits.
Stock-based compensation represents the cost related to stock-based awards granted to employees. The Company
measures stock-based compensation cost at grant date, based on the estimated fair value of the award and recognizes
the cost (net of estimated forfeitures) on a straight line basis over the requisite service period for each separately vesting
portion of the award, as if award was in substance, multiple awards. The Company estimates the fair value of stock
options using the Black-Scholes valuation model. The cost is recorded under the head employee benefit expense in the
statement of profit and loss with corresponding increase in “Share Based Payment Reserve”.
A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
i. Financial assets
All financial assets are recognized initially at fair value. Transaction costs that are directly attributable to the acquisition
of financial assets (other than financial assets at fair value through profit or loss) are added to the fair value measured
on initial recognition of financial asset. Purchase and sale of financial assets are accounted for at trade date.
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows,
and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective
interest rate (EIR) method. Amortized cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the EIR. The EIR amortization is included in other income in the statement
of profit and loss. The losses arising from impairment are recognized in the statement of profit and loss. This category
includes cash and bank balances, loans, unbilled receivables, trade and other receivables.
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial
assets, and
b) The asset’s contractual cash flows represent solely payments of principal and interest.
Financial asset included within the OCI category are measured initially as well as at each reporting date at fair value.
Fair value movements are recognized in OCI. Interest income is recognized in statement of profit and loss for debt
instruments. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from
OCI to statement of profit and loss.
Equity investments
Equity investments,for which sufficient, more recent, information to measure fair value is not available, are measured
at cost. Other equity investments in scope of Ind AS 109 are measured at fair value through profit and loss.
Equity investments included within the fair value through profit and loss category are measured at fair value with all
changes recognized in the statement of profit and loss.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net
of directly attributable transaction costs.
The subsequent measurement of financial liabilities depends on their classification, as described below:
After initial recognition, financial liabilities are subsequently measured at amortized cost using the effective interest
rate (EIR) method except for deferred consideration recognized in a business combination which is subsequently
measured at fair value through profit and loss. Gains and losses are recognized in the statement of profit and loss
when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that
are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and loss.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
Foreign exchange forward contracts and options are purchased to mitigate the risk of changes in foreign exchange
rates associated with forecast transactions denominated in certain foreign currencies.
The Group recognizes all derivatives as assets or liabilities measured at their fair value. Changes in fair value for
derivatives not designated in a hedge accounting relationship are marked to market at each reporting date and the
related gains (losses) are recognized in the statement of profit and loss as ‘foreign exchange gains(losses)’.
The foreign exchange forward contracts and options in respect of forecast transactions which meet the hedging
criteria are designated as cash flow hedges. Changes in the derivative fair values (net of tax) that are designated as
effective cash flow hedges are deferred and recorded in the hedging reserve account as a component of accumulated
‘other comprehensive income (loss)’ until the hedged transaction occurs and are then recognized in the statement
of profit and loss. The ineffective portion of hedging derivatives is immediately recognized in the statement of profit
and loss.
In respect of derivatives designated as hedges, the Group formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also formally assesses both at the inception of the hedge and on an ongoing basis, whether
each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item.
Hedge accounting is discontinued prospectively from the last testing date when (1) it is determined that the derivative
financial instrument is no longer effective in offsetting changes in the fair value or cash flows of the underlying
exposure being hedged; (2) the derivative financial instrument matures or is sold, terminated or exercised; or (3) it
is determined that designating the derivative financial instrument as a hedge is no longer appropriate. When hedge
accounting is discontinued the deferred gains or losses on the cash flow hedge remain in ‘other comprehensive
income (loss)’ until the forecast transaction occurs. Any further change in the fair value of the derivative financial
instrument is recognized in current year earnings.
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet
if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a
net basis to realize the assets and settle the liabilities simultaneously.
(t) Dividend
Final dividend proposed by the Board of Directors are recognized upon approval by the shareholders who have the
right to decrease but not increase the amount of dividend recommended by the Board of Directors. Interim dividends
are recognized on declaration by the Board of Directors.
Basic EPS amounts are computed by dividing the net profit attributable to the equity holders of the parent company
by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are computed by dividing the net profit attributable to the equity holders of the parent company
by the weighted average number of equity shares considered for deriving basic earnings per share and also the
weighted average number of equity shares that could have been issued upon conversion of all dilutive potential
equity shares. The diluted potential equity shares are adjusted for the proceeds receivable had the shares been
actually issued at fair value (i.e. the average market value of the outstanding shares). Dilutive potential equity shares
are deemed converted as at the beginning of the year, unless issued at a later date. Dilutive potential equity shares
are determined independently for each year presented.
General reserve
Under the erstwhile Companies Act 1956, general reserve was created through an annual transfer of net income
at as pecified percentage in accordance with applicable regulations. Consequent to introduction of Companies Act
2013,the requirement to mandatorily transfer a specified percentage of the net profit to general reserve has been
with drawn.
Ind AS 116 Leases was notified in October 2018 and it replaces Ind AS 17 Leases, including appendices thereto. Ind
AS 116 is effective for annual periods beginning on or after 1 April 2019. Ind AS 116 sets out the principles for the
recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under
a single on-balance sheet model similar to the accounting for finance leases under Ind AS 17.
The Group is currently evaluating the impact that the adoption of this new standard will have on its consolidated
financial statements.
The amendment to Appendix C of Ind AS 12 specifies that the amendment is to be applied to the determination of
taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty
over income tax treatments under Ind AS 12. The Group is currently evaluating the impact that the adoption of this
new standard will have on its consolidated financial statements.
2. ACQUISITIONS / DISINVESTMENTS
In terms of definitive agreement entered on 12 April 2018 by the Group and Sumeru Equity Partners (SEP) to acquire
Actian Corporation, through a joint venture company, the acquisition has been consummated on 17 July 2018.
The Group has paid ` 1,133 crores to acquire 80.39% stake and SEP has paid ` 276 crores to acquire 19.61% stake
and CEO of Actian has paid ` 7 crores to acquire 0.49% stake in the joint venture company and the balance purchase
consideration has been funded through inter-company loan by the Group. The acquisition is part of the Group’s strategy
to augment its capabilities in the products and platforms business.
Total purchase consideration of ` 2,412 crores (including fair value of options ` 177 crores) has been preliminarily
allocated based on management estimates to the acquired assets and liabilities as follows:
Amount
Net working capital (including cash of ` 36 crores) (104)
Deferred tax liability (165)
Property plant and equipment (including software) 10
Intangible assets
Customer relationships 354
Technology 406
Goodwill(including fair value of options ` 177 crores) 1,911
Total purchase consideration 2,412
The resultant goodwill is not considered tax deductible and has been allocated to software segment.
The table below shows the values and lives of intangibles recognized on acquisition:
The Group is in the process of making a final determination of the fair value of assets and liabilities. Finalization of the
purchase price allocation may result in certain adjustments to the above allocation.
In addition to the purchase consideration, ` 20 crore is payable to employee of the acquired entity in respect of unvested
options, the amount payable in respect of such options is retained by acquirer and will be released upon the individual
employee continued service upto 1 October 2019.
As part of the joint venture agreement, SEP have contributed ` 276 crores in form of preferred stock qualified as “compound
financial instrument” (equity and financial liability) in the books of joint venture company carrying 11% cumulative dividend
rights with participating dividend rights, conversion rights into equity, voting rights and has a put option, after the expiry
of 3 years to require the Group to repurchase all the stake owned by SEP at a price dependent upon performance of
the acquiree. The Group also have a call option to purchase all stake held by SEP after the expiry of 4.5 years at a price
dependent upon the performance of the acquiree.
The contribution by SEP of ` 276 crores, including the value of options have been fair valued at ` 453 crores as compound
financial instrument and equity portion has been segregated and recorded as non-controlling interest of`96 crores and
financial liability of ` 357 crores in the consolidated balance sheet.
Subsequent to deal consummation, CEO of Actian have paid ` 7 crores to acquire 0.49% stake in the Joint Venture
Company. Post this investment, the Group and SEP stake in the joint venture company is 80.00% and 19.51%, respectively.
Other acquisitions
During the year ended 31 March 2019, the Group has made other acquisitions at a total purchase price of ` 674 crores
including fair value of earn out. The Group has paid ` 666 crores and holdback of ` 8 crores is payable at the end of two
years from the acquisition date.
Total purchase consideration of ` 674 crores has been preliminarily allocated based on management estimates to the
acquired assets and liabilities as follows:
Amount
Net working capital (including cash of ` 85 crores) 401
Property plant and equipment 89
Goodwill 184
Total purchase consideration 674
The resultant goodwill is not considered tax deductible and has been allocated to all three segments.
In addition to the purchase consideration, ` 24 crore is payable to key employees over a two-year period. Payment of this
amount is contingent upon achieving certain specified targets and these employees continuing to be the employees of
the Company on the payment date. This consideration is being accounted for as post acquisition employee compensation
expense.
The Group is in the process of making a final determination of the fair value of assets and liabilities. Finalization of the
purchase price allocation may result in certain adjustments to the above allocation.
On 7 December 2018, the Company has signed a definitive agreement to acquire select IBM software products for `
12,267 crores ($1,775 million) including earn out, ` 6,134 crores ($888 million) of the same will be paid at close and
balance within one year from closing date. It is an asset carve-out deal with 100% control on the assets being acquired.
The transaction is expected to close by mid-2019, subject to completion of applicable regulatory approvals.
i. Acquisitions
During the previous year, the Group made three acquisitions at a total purchase price of ` 285 crores, including
deferred earn-out component of ` 157 crores which is dependent on achievement of certain specified performance
obligations as set out in the agreements. The Group has paid ` 126 crores and ` 2 crores is payable at 31March
2019.
Earn-out liability of ` 157 crores has been initially fair valued at ` 82 crores and recorded as part of the preliminary
purchase price allocation. The purchase price of ` 210 crores has been preliminarily allocated to the acquired assets
and liabilities as follows:
Amount
Net working capital (including cash of ` 15 crores) 5
Property plant and equipment 8
Intangible assets
Customer relationships 113
Technology 30
Customer contracts 9
Goodwill 45
Total purchase consideration 210
Out of total goodwill of ` 45 crores, goodwill of ` 23 crores is tax deductible over the period of 15 years.
The table below shows the values and lives of intangibles recognized on acquisition:
During the year ended 31 March 2019, the Group has finalised purchase price allocations including earn-out liability
for these acquisitions to adjust for certain factors related to pre-acquisition period, which has resulted in reduction in
fair value of earn out liability to ` 17 crores against ` 91 crores and reduction in value of Intangibles from ` 152 crores
to ` 81 crores as at acquisition date.
During the year ended 31 March 2019, the group has made earn-out payment of `11 crores.
As at 31 March 2019, earn out liability has been fair valued at ` 14 crores with finance expense of `5 crores and other
income of ` 19 crores on fair valuation recognized in the statement of profit and loss.
In November 2015, the Group entered into a joint venture arrangement with DXC Technology Company(DXC) to
operate and expand the existing Core Banking business of DXC. Under the joint venture arrangement, two entities,
Celeritifintech Limited and Celeritifintech Services Limited were formed, where Celeritifintech Limited was focusing
on account management and delivery governance and Celeritifintech Services Limited was focusing on service
delivery and product development.
With a view to better leverage the capabilities of the Group and DXC Technology Company (DXC), on September
30, 2017, the Group terminated its existing arrangements with DXC. Accordingly, the balance sheet and statement
of income of CeleritiFinTech Limited (and its step down subsidiaries) has not been consolidated with the Group from
that date.
As at 31 March 2019, the net amount estimated to be received by the Group, on winding up of these joint venture
entities, as per terms of the termination agreement has been shown as receivable under other financial assets
amounting to ` 48 crores (31 March 2018,` 89 crores).
The changes in the carrying value for the year ended 31 March 2019
Computers and
Furniture
Freehold Plant and Office networking
Buildings and Vehicles Total
land equipment Equipment equipment
fixtures
Owned Leased
Gross block as at 1 April 2018 55 2,827 1,565 296 3,194 - 718 119 8,774
Additions 19 165 120 55 1,151 47 100 34 1,691
Acquisitions through
- - 22 - 74 - 110 1 207
business combinations
Disposals - - 17 12 201 - 104 27 361
Translation exchange differences - 4 2 1 4 - 4 - 15
Gross block as at 31 March 2019 74 2,996 1,692 340 4,222 47 828 127 10,326
Accumulated depreciation as at
- 674 925 227 1,808 - 526 54 4,214
1 April 2018
Charge for the year - 144 119 34 590 9 62 23 981
Acquisitions through business
- - 15 - 45 - 90 - 150
combinations
Deduction/other adjustments - - 16 12 165 - 100 20 313
Translation exchange differences - 1 (3) 2 (1) - 2 - 1
Accumulated depreciation as at
- 819 1,040 251 2,277 9 580 57 5,033
31 March 2019
Net block as at 31 March 2019 74 2,177 652 89 1,945 38 248 70 5,293
Note: Capital work in progress includes ` 8 crores interest on extended interest bearing suppliers credit and during the year ` 9
crores have been capitalized by the Group.
The changes in the carrying value for the year ended 31 March 2018
Computers and
Furniture
Freehold Plant and Office networking
Buildings and Vehicles Total
land equipment Equipment equipment
fixtures
Owned Leased
Gross block as at 1 April 2017 55 2,581 1,464 270 2,584 - 701 110 7,765
Additions - 246 108 33 816 - 51 34 1,288
Acquisitions through business
- - 6 - 3 - 1 - 10
combinations
Disposals - 3 26 12 296 - 49 25 411
Translation exchange differences - 3 13 5 87 - 14 - 122
Gross block as at 31 March 2018 55 2,827 1,565 296 3,194 - 718 119 8,774
Accumulated depreciation as at
- 537 832 209 1,627 - 511 51 3,767
1 April 2017
Charge for the year - 137 114 24 405 - 49 23 752
Acquisitions through
- - 1 - 1 - - - 2
business combinations
Deduction/other adjustments - 3 25 11 281 - 46 20 386
Translation exchange differences - 3 3 5 56 - 12 - 79
Accumulated depreciation as at
- 674 925 227 1,808 - 526 54 4,214
31 March 2018
Net block as at 31 March 2018 55 2,153 640 69 1,386 - 192 65 4,560
Net block as at 1 April 2017 55 2,044 632 61 957 - 190 59 3,998
Note: Capital work in progress includes ` 9 crores interest on extended interest bearing suppliers credit and during the year ` 25
crores have been capitalized by the Group.
3.2 Goodwill
The changes in the carrying value of goodwill by reportable segment, for the year ended 31 March 2019
Business process
Software Infrastructure
outsourcing Total
services services
services
Opening balance as at 1 April 2018 5,967 647 185 6,799
Acquisitions through business combinations 1,976 98 21 2,095
Effect of exchange rate changes 183 (25) 9 167
Closing balance as at 31 March 2019 8,126 720 215 9,061
The changes in the carrying value of goodwill by reportable segment, for the year ended 31 March 2018
Business process
Software Infrastructure
outsourcing Total
services services
services
Opening balance as at 1 April 2017 5,747 597 160 6,504
Acquisitions through business
21 1 23 45
combinations
Deconsolidation of subsidiary
(59) - - (59)
[refer note 2(b)(ii)]
Purchase price adjustment 15 - - 15
Effect of exchange rate changes 243 49 2 294
Closing balance as at 31 March 2018 5,967 647 185 6,799
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating units
(CGU), which benefit from the synergies of the acquisition.
Goodwill is tested for impairment at least annually. Impairment is recognized, when the carrying amount of a cash generating
units (CGU) including the goodwill, exceeds the estimated recoverable amount of the CGU. Future cash flows are forecast for
5 years & then on perpetuity on the basis of certain assumptions which includes revenue growth, earnings before interest and taxes,
taxes, capital outflow and working capital requirement. The assumptions are taken on the basis of past trends and management
estimates and judgement. Future cash flows are discounted with “Weighted Average Cost of Capital”. The key assumptions are
as follows:
As at
31 March 2019 31 March 2018
Terminal growth rate (%) 2.50 2.50
Discount rate (%) 9.50 10.80
As at 31 March 2019 and 31 March 2018 the estimated recoverable amount of the CGU exceeded its carrying amount and
accordingly, no impairment was recognized.
An analysis of the sensitivity of the computation to a change in key assumptions based on reasonable probability did not identify
any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount.
The changes in the carrying value for the year ended 31 March 2019
The changes in the carrying value for the year ended 31 March 2018
3.4 Investments
As at
31 March 2019 31 March 2018
Financial assets
Non - current
Quoted investments
Carried at fair value through other comprehensive income
Investment in debentures or bonds - 260
Unquoted investments
Equity instruments carried at cost 48 16
Carried at fair value through profit and loss
Investment in limited liability partnership 37 27
85 303
Current
Quoted investments
Carried at fair value through other comprehensive income
Investment in debentures or bonds 1,226 -
Unquoted investments
Carried at fair value through profit and loss
Investment in mutual funds 994 2,357
2,220 2,357
3.5 Loans
As at
31 March 2019 31 March 2018
Non - current
Carried at amortized cost
Unsecured , considered good
Inter corporate deposits 355 235
355 235
Current
Carried at amortized cost
Unsecured , considered good
Inter corporate deposits 1,309 3,408
Loans to employees 3 2
1,312 3,410
As at
31 March 2019 31 March 2018
Non - current
Carried at amortized cost
Finance lease receivables [refer note 3.28(iii)] 850 515
Security deposits 108 93
Security deposits - related parties (refer note 3.32) 12 10
Unbilled receivable (previous year : unbilled revenue) 112 216
Contract assets 16 -
1,098 834
Carried at fair value through other comprehensive income
Unrealized gain on derivative financial instruments [refer note 3.29(a)] 103 23
1,201 857
Current
Carried at amortized cost
Unbilled receivable (previous year : unbilled revenue) 2,903 2,618
Unbilled receivable - related parties (refer note 3.32) 1 -
Contract assets 420 -
Interest receivable 94 33
Security deposits 60 53
Security deposits - related parties (refer note 3.32) 9 4
Finance lease receivables [refer note 3.28(iii)] 554 341
Other receivable 316 229
4,357 3,278
Carried at fair value through other comprehensive income
Unrealized gain on derivative financial instruments [refer note 3.29(a)] 132 178
As at
31 March 2019 31 March 2018
Unsecured considered good
Capital advances 25 71
Advances other than capital advances
Security deposits 43 37
Others
Prepaid expenses 441 287
Prepaid rentals for leasehold land 281 285
Prepaid expenses - related parties (refer note 3.32) 7 3
Deferred contract cost (previous year : deferred cost) (refer note 3.19) 833 477
Others 4 -
1,634 1,160
3.8 Inventories
As at
31 March 2019 31 March 2018
Stock-in-trade 91 172
91 172
As at
31 March 2019 31 March 2018
Unsecured, considered good (refer note below) 11,822 9,730
Trade receivables which have significant increase in credit risk 162 148
Trade receivables - credit impaired 31 52
12,015 9,930
Impairment allowance for bad and doubtful debts
- Unsecured, considered good (116) (96)
- Trade receivables which have significant increase in credit risk (162) (148)
- Trade receivables - credit impaired (31) (47)
(309) (291)
11,706 9,639
Note: Includes receivables from related parties amounting to ` 10 crores (31 March 2018, ` 6 crores)
As at
31 March 2019 31 March 2018
(a) Cash and cash equivalent
Balance with banks
- in current accounts 3,972 1,396
- deposits with original maturity of less than 3 months 1,947 203
Remittances in transit 10 95
Unclaimed dividend account 5 5
5,934 1,699
(b) Other bank balances
Deposits with remaining maturity up to 12 months (refer note below) 1,938 2,319
7,872 4,018
Note: Pledged with banks as security for guarantees ` 5 crores (31 March 2018, Nil)
As at
31 March 2019 31 March 2018
Unsecured , considered good
Advances other than capital advances
Security deposits 30 30
Advances to employees 51 41
Advances to suppliers 86 84
Others
Deferred contract cost (previous year : deferred cost) (refer note 3.19) 378 224
Deferred contract cost - related parties (refer note 3.19 and 3.32) 19 -
Prepaid expenses 996 732
Prepaid rentals for leasehold land 4 4
Prepaid expenses - related parties (refer note 3.32) 20 4
Advance tax (refundable) 128 140
Goods and service tax receivable 97 60
Other advances 143 187
1,952 1,506
As at
31 March 2019 31 March 2018
Unsecured , considered doubtful
Advances other than capital advances
Advances to employees 64 59
Other advances 10 9
Less: provision for doubtful advances (74) (68)
- -
1,952 1,506
As at
31 March 2019 31 March 2018
Authorized
300 300
1,500,000,000 (31 March 2018, 1,500,000,000) equity shares of ` 2 each
Issued, subscribed and fully paid up
271 278
1,356,278,868 (31 March 2018, 1,392,246,384) equity shares of ` 2 each
The Company has only one class of shares referred to as equity shares having a par value of ` 2/-. Each holder of equity shares
is entitled to one vote per share.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the
Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held
by the shareholders.
Reconciliation of the number of shares outstanding at the beginning and at the end of the financial year
As at
31 March 2019 31 March 2018
No. of shares ` in Crores No. of shares ` in Crores
Number of shares at the beginning 1,392,246,384 278 1,426,783,424 285
Add: Shares issued on exercise of
396,120 - 462,960 -
employee stock options
Less: Shares extinguished on buyback (36,363,636) (7) (35,000,000) (7)
Number of shares at the end 1,356,278,868 271 1,392,246,384 278
The Company does not have any holding / ultimate holding company.
As at
31 March 2019 31 March 2018
Name of the shareholder
% holding % holding
No. of shares No. of shares
in the class in the class
Equity shares of ` 2 each fully paid
Vama Sundari Investments (Delhi)
581,855,849 42.90% 587,647,744 42.21%
Private Limited
HCL Holdings Private Limited 223,331,016 16.47% 233,887,811 16.80%
As per the records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.
Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the
period of five years immediately preceding the reporting date:
As at
31 March 2019 31 March 2018
Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) 15,563,430 15,573,555
without payment being received in cash Equity shares Equity shares
702,847,961 702,847,961
Aggregate number and class of shares allotted as fully paid up by way of bonus shares
Equity shares Equity shares
71,363,636 35,000,000
Aggregate number and class of shares bought back
Equity shares Equity shares
During the year ended 31 March 2019, the Company carried out share buyback of 36,363,636 fully paid-up equity shares of face
value of ` 2 each at a price of ` 1,100 per share paid in cash for an aggregate consideration of ` 4,000 crores. Same has been
recorded as reduction in equity share capital by ` 7 crores, securities premium by ` 10 crores, general reserve by ` 2,387 crores
and retained earnings by ` 1,596 crores.
As required by the Companies Act, 2013, capital redemption reserve of ` 7 crores has been created out of retained earnings to
the extent of share capital extinguished. The expenses of ` 12 crores relating to buyback has been adjusted against retained
earnings.
During the previous year ended 31 March 2018, the Company carried out share buyback of 35,000,000 fully paid-up equity shares
of face value of ` 2/- each at a price of ` 1,000/- per share paid in cash for an aggregate consideration of ` 3,500 crores. Same
was recorded as reduction in equity share capital by ` 7 crores, securities premium by ` 3,248 crores and general reserve by
` 245 crores.
As required by the Companies Act, 2013, capital redemption reserve of ` 7 crores was created out of general reserve to the extent
of share capital extinguished. The expenses of ` 14 crores relating to buyback was adjusted against retained earnings.
Capital management
The primary objective of the Group’s capital management is to support business continuity and growth of the company while
maximizing the shareholder value. The Group has been declaring quarterly dividend for last 16 years. The Group determines the
capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements
have been generally met through operating cash flows generated. The Company have also resorted to borrowing to meet local
funding requirements in certain foreign subsidiaries.
The Company has provided share-based payment schemes to its employees. During the year ended 31 March 2019 and 2018,
the following scheme was in operation:
ESOP 2004
Maximum number of options under the plan 20,000,000
Method of settlement (cash/equity) Equity
Vesting period (maximum) 96 months
Exercise period from the date of vesting (maximum) 5 years
Service period /
Vesting conditions
Group performance
Each option granted under the above plan entitles the holder to eight equity shares of the Company at an exercise price, which is
approved by the Nomination and Remuneration Committee.
The details of activity under the plan have been summarized below:-
Year ended
31 March 2019 31 March 2018
ESOP 2004
Weighted average Weighted average
No of options No of options
exercise price (`) exercise price (`)
Outstanding at the beginning of the year 123,645 16 183,915 16
Add: Granted during the year - - - -
Less: Forfeited during the year (4,800) 16 (2,400) 16
Exercised during the year (49,515) 16 (57,870) 16
Expired during the year (120) - - -
Options outstanding at the end of the year 69,210 16 123,645 16
Options exercisable at the end of the year 69,210 118,845
The weighted average option price at the date of exercise for stock options exercised during the year was ` 7,897 (31 March
2018, ` 6,962)
Weighted average
Number
Range of remaining Weighted average
Name of the plan of options
exercise prices contractual life of exercise price (`)
outstanding
options (in years)
Employee stock option plan - 2004
31 March 2019 ` 16 69,210 0.50 16
31 March 2018 ` 16 123,645 1.38 16
There are no options granted during the current year and previous year.
3.13 Borrowings
Non-current Current
As at As at
31 March 2019 31 March 2018 31 March 2019 31 March 2018
Long term borrowings
Secured
Term loans from banks
32 33 18 15
(refer note 1 below)
Finance lease obligations
103 75 105 45
(refer note 2 below)
Unsecured
Term loans from banks
2,839 221 365 111
(refer note 3 below)
Other loans (refer note 4 below) 3 9 6 6
2,977 338 494 177
Current maturities of long term
borrowings disclosed under Note 3.14 - - (494) (177)
"Other financial liabilities"
2,977 338 - -
Short term borrowings
Unsecured
Bank overdraft (refer note 5 below) - - 33 42
Term loans from banks (refer note 6 below) - - 691 -
- - 724 42
Note:-
1. The Group has availed of term loans of ` 50 crores (31 March 2018, ` 48 crores) secured by hypothecation of gross block of
vehicles of ` 114 crores (31 March 2018, ` 110 crores) at interest rates ranging from 8.5% p.a. to 10.4% p.a. The loans are
repayable over a period of 3 to 5 years on a monthly basis.
2. The Finance lease obligations are secured against network equipment acquired by the Group on finance lease at
interest rates ranging from 0% p.a. to 5.25% p.a. The same is repayable over a period of 5 years on a monthly/quarterly
rest.
3. An unsecured long term loan of ` 3,204 crores (31 March 2018, ` 332 crores) borrowed from banks at interest rate ranging
from 0.85% p.a. to 3.76% p.a. The scheduled principal repayments of loans are as follows:
As at
31 March 2019 31 March 2018
Within one year 365 111
One to two years 364 111
Two to three years 259 110
Three to five years 2,216 -
3,204 332
4. The other loan of ` 9 crores represents long term loan taken for purchase of plant and equipment (31 March 2018, ` 15 crores)
at interest rates of 0% p.a.. The loans are repayable till October 2020 on quarterly/yearly rest.
5. Current borrowings were primarily on account of bank overdrafts required for management of working capital. The Group has
availed bank line of credit at interest rate ranging from 0.64% p.a. to 9.60% p.a. which is repayable on demand.
6. Unsecured short term loan of ` 691 crores (31 March 2018, ` Nil) borrowed from banks at interest rate of 3.27% p.a. is
repayable in June 2019.
As at
31 March 2019 31 March 2018
Non - current
Carried at amortized cost
Employee bonuses accrued 7 6
Capital accounts payables 170 166
Deferred consideration 8 -
185 172
As at
31 March 2019 31 March 2018
Current
Carried at amortized cost
Current maturities of long term borrowings 494 177
Interest accrued but not due on borrowings 18 -
Unclaimed dividends 5 5
Accrued salaries and benefits
Employee bonuses accrued 1,335 846
Other employee costs 846 730
Others
Liabilities for expenses 3,040 3,089
Liabilities for expenses-related parties (refer note 3.32) 30 20
Capital accounts payables [includes supplier credit ` 187 crores
646 1,081
(31 March 2018, ` 297 crores)]
Capital accounts payables-related parties [includes supplier credit ` 3 crores
3 2
(31 March 2018, ` 2 crores)] (refer note 3.32)
Supplier credit 318 478
Supplier credit-related parties (refer note 3.32) 164 125
Book overdraft 7 2
6,906 6,555
Carried at fair value through profit and loss
Unrealized loss on derivative financial instruments [refer note 3.29(a)] 4 8
Deferred consideration 9 43
Liability towards non-controlling interest 31 -
44 51
6,950 6,606
3.15 Provisions
As at
31 March 2019 31 March 2018
Non - current
Provision for employee benefits
Provision for gratuity (refer note 3.31) 384 324
Provision for leave benefits 437 376
821 700
Current
Provision for employee benefits
Provision for gratuity (refer note 3.31) 80 68
Provision for leave benefits 506 462
586 530
As at
31 March 2019 31 March 2018
Contract liabilities (previous year : revenue received in advance) (refer note 3.19) 213 179
Others 34 33
247 212
As at
31 March 2019 31 March 2018
Trade payables 1,303 913
Trade payables-related parties (refer note 3.32) 2 5
1,305 918
As at
31 March 2019 31 March 2018
Contract liabilities (previous year : revenue received in advance) (refer note 3.19) 1,051 656
Contract liabilities-related parties (previous year : revenue received in advance-
2 15
related parties) (refer note 3.19 and 3.32)
Other advances
Advances received from customers 3 65
Others
Withholding and other taxes payable 754 589
1,810 1,325
Year ended
31 March 2019 31 March 2018
Sale of services 58,434 49,031
Sale of hardware and software 1,993 1,538
60,427 50,569
The disaggregated revenue from contracts with the customers for the year ended 31 March 2019 by contract type
Year ended
31 March 2019
Fixed price 37,905
Time and material 22,522
60,427
Of the above fixed price revenue, IT Infrastructure services and Software services businesses account for 52% and 45%
respectively. For time and material revenue Software services business accounts for 79% revenue and balance about equally
between other two businesses.
Revenue disaggregation as per geography has been included in segment information (Refer note 30).
As at 31 March 2019, the aggregate amount of transaction price allocated to remaining performance obligations as per the
requirements of Ind AS 115 was ` 49,310 crores out of which, approximately 40% is expected to be recognized as revenues within
one year and the balance beyond one year. This is after exclusions of below:
a) Contracts for which we recognize revenues based on the right to invoice for services performed,
b) Variable consideration allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to
transfer a distinct good or service that forms part of a single performance obligation, or
c) Variable consideration in the form of a sales-based or usage-based royalty promised in exchange for a license of intellectual
property.
Contract balances
Contract assets : A contract asset is a right to consideration that is conditional upon factors other than the passage of time.
Contract assets are recognized where there is excess of revenue over the billings. Revenue recognized but not billed to customers
is classified either as contract assets or unbilled receivable in our consolidated balance sheet. Contract assets primarily relate to
unbilled amounts on fixed price contracts using the cost to cost method of revenue recognition. Unbilled receivable represents
contracts where right to consideration is unconditional (i.e. only the passage of time is required before the payment is due).
During the year, out of ` 488 crores contract assets as on 1 April 2018, invoicing for 87% has been done and balance is pending
for invoicing.
Contract liablities : A contract liability arises when there is excess billing over the revenue recognized (also referred to as deferred
revenue).
Contract
liabilities
Balance as at 1 April 2018 850
Additional amounts billed but not recognized as revenue 976
Deduction on account of revenues recognized during the year (668)
Addition on account of acquisitions 100
Effect of exchange fluctuations 8
Balance as at 31 March 2019 1,266
Deferred contract cost : Deferred contract cost represents the contract fulfilment cost and cost for obtaining the contract.
The below table discloses the significant movement in deferred contract cost:
Deferred
contract cost
Balance as at 1 April 2018 701
Additional cost capitalised during the year 801
Deduction on account of cost amortised during the year (274)
Effect of exchange fluctuations 2
Balance as at 31 March 2019 1,230
Year ended
31 March 2019 31 March 2018
Interest income
- On investments carried at fair value through other comprehensive income 93 3
- On others financial instruments carried at amortized cost 479 464
Profit on sale of investments carried at fair value through other
17 -
comprehensive income
Income on investments carried at fair value through profit and loss
- Unrealized gains (loss) on fair value changes on mutual funds (8) 6
- Profit on sale of mutual funds 147 154
- Share of profit in limited liability partnership 4 2
Profit on sale of property, plant and equipments (refer note below) 3 1
Exchange differences (net) 182 581
Miscellaneous income 26 6
943 1,217
Note : Net of loss on sale of property, plant and equipment ` 2 crores (previous year, ` 7 crores).
Year ended
31 March 2019 31 March 2018
Opening stock 172 276
Less : Closing stock 91 172
81 104
Year ended
31 March 2019 31 March 2018
Salaries, wages and bonus 25,649 21,506
Contribution to provident fund and other employee funds 3,511 3,115
Staff welfare expenses 123 108
29,283 24,729
Year ended
31 March 2019 31 March 2018
Interest
- on loans from banks 90 14
- on financial liability carried at fair value through profit and loss 34 -
- others 31 39
Bank charges 19 16
174 69
Year ended
31 March 2019 31 March 2018
Rent 761 566
Power and fuel 336 313
Insurance 68 50
Repairs and maintenance
- Plant and equipment 108 89
- Buildings 130 94
- Others 354 262
Communication costs 306 285
Travel and conveyance 1,815 1,461
Legal and professional charges 478 397
Software license fee 509 323
Rates and taxes 91 51
Donations 17 -
CSR expenditure 128 93
Provision for doubtful debts / bad debts written off 22 80
Miscellaneous expenses 638 555
5,761 4,619
Year ended
31 March 2019 31 March 2018
Income tax charged to statement of profit and loss
Current income tax charge 3,094 2,386
Deferred tax charge (credit) (592) (84)
2,502 2,302
Income tax charged to other comprehensive income
Expense (benefit) on re-measurements of defined benefit plans 2 7
Expense (benefit) on revaluation of cash flow hedges 3 (78)
Expense (benefit) on unrealized gain on debt instruments 1 -
6 (71)
The reconciliation between the Group’s provision for income tax and amount computed by applying the statutory income tax rate
in India is as follows:
Year ended
31 March 2019 31 March 2018
Profit before income tax 12,622 11,024
Statutory tax rate in India 34.94% 34.61%
Expected tax expense 4,411 3,815
Non-taxable export income (1,560) (1,418)
Non-taxable other income (42) (6)
Reduction in deferred tax assets due to change in US federal tax rate - 61
Additional provision created in books 115 24
Reversal of prior year provision (net) (323) (75)
Differences between Indian and foreign tax rates (177) (41)
MAT credit entitlement - (70)
Provision for deemed branch taxes - 4
Others (net) 78 8
Total taxes 2,502 2,302
Effective income tax rate 19.83% 20.88%
In India, the company has benefited from certain tax incentives that the Government of India has provided for the units situated in
Special Economic Zones (SEZs) under the Special Economic Zone Act, 2005, which began providing services on or after 1 April
2005. The eligible units are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five
years from commencement of provision of services and 50% of such profits and gains for a further five years. Certain tax benefits
are also available for a further five years subject to the unit meeting defined conditions. The aforesaid tax benefits will not be
available to Units commencing operations on or after 1 April 2020.
The Company and its subsidiaries in India are subject to Minimum Alternate Tax (MAT) on its book profits, which gives rise to future
economic benefits in the form of adjustment of future income tax liability. MAT paid for a year can be set-off against the normal tax
liability within fifteen subsequent years, expiring between the years 2023 to 2034.
Recognized
Recognised
Recognized Acquisitions/ directly
Opening in / Exchange Closing
in profit and De consolid in equity
balance reclassified difference balance
loss -ation against tax
from OCI
liability
Deferred tax assets
Business losses 25 (10) - 45 - 1 61
MAT credit entitlement 1,378 625 - - - - 2,003
Provision for doubtful debts 84 7 - - - - 91
Accrued employee costs 357 108 1 1 - 9 476
Depreciation and amortization 22 4 - - - 1 27
Employee stock compensation 12 (2) - - (4) 1 7
Others 181 (12) - 39 - 2 210
Gross deferred tax assets (A) 2,059 720 1 85 (4) 14 2,875
Deferred tax liabilities
Depreciation and amortization 103 91 - - - 3 197
Unrealized gain on derivative
33 - 3 - - - 36
financial instruments
Intangibles 48 26 - 198 - - 272
Others 72 11 4 49 - 5 141
Gross deferred tax liabilities (B) 256 128 7 247 - 8 646
Net deferred tax assets (A-B) 1,803 592 (6) (162) (4) 6 2,229
Recognized
Recognised
Recognized directly
Opening in / Exchange Closing
in profit and Acquisitions in equity
balance reclassified difference balance
loss against tax
from OCI
liability
Deferred tax assets
Business losses 43 (18) - - - - 25
MAT credit entitlement 1,159 219 - - - - 1,378
Provision for doubtful debts 84 - - - - - 84
Accrued employee costs 484 (112) (7) (1) - (7) 357
Unrealized loss on derivative
- - - - - - -
financial instruments
Depreciation and amortization 5 17 - - - - 22
Employee stock compensation 24 (13) - - 1 - 12
Others 163 22 - - - (4) 181
Gross deferred tax assets (A) 1,962 115 (7) (1) 1 (11) 2,059
Deferred tax liabilities
Depreciation and amortization 80 30 - (7) - - 103
Unrealized gain on derivative
111 - (78) - - - 33
financial instruments
Intangibles 24 24 - - - - 48
Others 95 (23) - - - - 72
Gross deferred tax liabilities (B) 310 31 (78) (7) - - 256
Net deferred tax assets (A-B) 1,652 84 71 6 1 (11) 1,803
The Company’s subsidiaries have recognized deferred tax assets on such portion of the carry forward business losses which can
be utilized against profits within the limit and carryover period permitted under laws of respective jurisdictions.
Above table represent the Gross deferred tax assets and liabilities. Amounts of deferred tax assets and liabilities presented in
statement of condensed consolidated balance sheet has been offset, wherever the Group has legally enforceable right and is
related to same taxable authority.
Undistributed earnings of the subsidiaries aggregate approximately ` 10,037 crores (31 March 2018, ` 7,743 crores). The Group
has the intent to reinvest the undistributed foreign earning indefinitely in its significant overseas operations and consequently did
not record a deferred tax liability on the undistributed earnings.
Year ended
31 March 2019 31 March 2018
Profit for the year attributable to shareholders of the Company 10,120 8,721
Weighted average number of equity shares outstanding in calculating Basic EPS 1,375,363,202 1,401,349,735
Dilutive effect of stock options outstanding 552,567 986,925
Weighted average number of equity shares outstanding in calculating dilutive EPS 1,375,915,769 1,402,336,660
Nominal value of equity shares (in `) 2 2
Earnings per equity share (in `)
- Basic 73.58 62.23
- Diluted 73.55 62.19
3.28 Leases
The Group has acquired IT equipments on finance leases. Total minimum lease payments and the maturity profile of finance
leases at the balance sheet date, the element of interest included in such payments, and the present value of the minimum
lease payments are as follows:
The Group’s significant leasing arrangements are in respect of operating leases for office spaces and accommodation for its
employees. The aggregate lease rental expense recognized in the statement of profit and loss for the year amounts to ` 761
crores [previous year ` 566 crores].
The lease equalization amount for non-cancellable operating lease payable in future years and accounted for by the Group
is ` 140 crores (31 March 2018, ` 129 crores). Future minimum lease payments and the payment profile of non-cancellable
operating leases are as follows:
Year ended
31 March 2019 31 March 2018
Not later than one year 509 410
Later than one year and not later than 5 years 1,311 1,090
Later than five years 332 426
2,152 1,926
The Group has given IT equipments to its customers on a finance lease basis. The future lease receivables in respect of
assets given on finance lease are as follows:
(a) Derivatives
The Group is exposed to foreign currency fluctuations on foreign currency assets / liabilities and forecast cash flows
denominated in foreign currency. The use of derivatives to hedge foreign currency forecasted cash flows is governed by
the Group’s strategy, which provides principles on the use of such forward contracts and currency options consistent with
the Group’s Risk Management Policy. The counterparty in these derivative instruments is a bank and the Group considers
the risks of non-performance by the counterparty as insignificant. The Group has entered into a series of foreign exchange
forward contracts and options that are designated as cash flow hedges and the related forecasted transactions extend
through June 2023. The Group does not use forward covers and currency options for speculative purposes.
The following table presents the aggregate notional principal amounts of the outstanding derivative forward covers together
with the related balance sheet exposure:
The following table presents the aggregate notional principal amounts of the outstanding forward options together with the
related balance sheet exposure:
The notional amount is a key element of derivative financial instrument agreements. However, notional amounts do not
represent the amount exchanged by counterparties and do not measure the Group’s exposure to credit risk as these contracts
are settled at their fair values at the maturity date.
The balance sheet exposure denotes the fair values of these contracts at the reporting date and is presented in ` crores. The
Group presents its foreign exchange derivative instruments on a net basis in the consolidated financial statements due to the
right of offset by its individual counterparties under master netting agreements.
The fair value of the derivative instruments presented on a gross basis as at each date indicated below is as follows:
As at 31 March 2019
Financial assets Financial liabilities
Total fair value
Current Non current Current Non current
Derivatives designated as
hedging instruments
Foreign exchange contracts in an
142 113 10 10 275
asset position
Foreign exchange contracts in an
(10) (10) (10) (10) (40)
liability position
Net asset (liability) 132 103 - - 235
Derivatives not designated as
hedging instruments
Foreign exchange contracts in an
92 - 12 - 104
asset position
Foreign exchange contracts in an
(12) - (16) - (28)
liability position
Net asset (liability) 80 - (4) - 76
Total Derivatives at fair value 212 103 (4) - 311
As at 31 March 2018
Financial assets Financial liabilities
Total fair value
Current Non current Current Non current
Derivatives designated as
hedging instruments
Foreign exchange contracts in an
197 44 19 21 281
asset position
Foreign exchange contracts in an
(19) (21) (19) (22) (81)
liability position
Net asset (liability) 178 23 - (1) 200
Derivatives not designated as
hedging instruments
Foreign exchange contracts in an
10 - 10 - 20
asset position
Foreign exchange contracts in an
(10) - (18) - (28)
liability position
Net asset (liability) - - (8) - (8)
Total Derivatives at fair value 178 23 (8) (1) 192
The following tables set forth the fair value of derivative instruments included in the consolidated balance sheets as at each
date indicated:
As at
31 March 2019 31 March 2018
Derivatives designated as hedging instruments
Unrealized gain on financial instruments classified under current assets 132 178
Unrealized gain on financial instruments classified under non-current assets 103 23
Unrealized loss on financial instruments classified under non-current liabilities - (1)
235 200
Derivatives not designated as hedging instruments
Unrealized gain on financial instruments classified under current assets 80 -
Unrealized loss on financial instruments classified under current liabilities (4) (8)
76 (8)
As at
31 March 2019 31 March 2018
Within one year 4 8
One to two years - -
Two to three years - 1
4 9
The following table summarizes the activities in the consolidated statement of profit and loss:
Year ended
31 March 2019 31 March 2018
Derivatives in hedging relationships
Effective portion of gain or (loss) recognized in OCI on derivatives 82 131
Effective portion of gain or (loss) reclassified from OCI into statement of profit 45 517
and loss as “exchange differences”
Derivatives not in hedging relationships
Gain or (loss) recognized into statement of profit and loss as “exchange 4 14
differences”
The following table summarizes the activity in the accumulated ‘Other comprehensive income’ within equity related to all
derivatives classified as cash flow hedges:
Year ended
31 March 2019 31 March 2018
(Loss) gain as at the beginning of the year 170 556
Unrealized gain on cash flow hedging derivatives during the year 82 131
Net loss (gain) reclassified into net income on occurrence of hedged transactions (45) (517)
Gain as at the end of the year 207 170
Deferred tax (36) (33)
Cash flow hedging reserve (net of tax) 171 137
The estimated net amount of existing gain that is expected to be reclassified into the statement of profit and loss within the
next twelve months is ` 110 crores (previous year gain of ` 156 crores).
Fair value
Total
Fair value through through other Amortized
carrying
profit and loss comprehensive cost
value
income
Financial assets
Investments 1,031 1,226 48 2,305
Trade receivables - - 11,706 11,706
Cash and cash equivalents - - 5,934 5,934
Other bank balances - - 1,938 1,938
Loans - - 1,667 1,667
Others (refer note 3.6) 80 235 5,455 5,770
Total 1,111 1,461 26,748 29,320
Financial liabilities
Borrowings - - 3,701 3,701
Trade payables - - 1,305 1,305
Others (refer note 3.14) 395 - 7,091 7,486
Total 395 - 12,097 12,492
The Group has revolving accounts receivables based facilities of ` 767 crores permitting it to sell certain accounts receivables
to banks on a non-recourse basis in the normal course of business. The aggregate maximum capacity utilized by the Group
at any time during the year was ` 545 crores (previous year, ` 148 crores). Outstanding utilization against this facility as of 31
March 2019 is ` 545 crores (previous year, nil).
During the year ended 31 March 2019, the Group has also sold finance lease receivables of ` 94 crores (previous year, ` 53
crores) on non-recourse basis. Gains or losses on the sale are recorded at the time of transfer of these receivables and are
immaterial. The Group has immaterial outstanding service obligations.
The assets and liabilities measured at fair value on a recurring basis as at 31 March 2019 and the basis for that measurement
is as below:
There have been no transfers between Level 1 and Level 2 during the year
The following table discloses the assets and liabilities measured at fair value on a recurring basis as at 31 March 2018 and
the basis for that measurement:
There have been no transfers between Level 1 and Level 2 during the year.
Valuation Methodologies
Investments: The Group’s investments consist of investment in debt securities in the form of bonds, debentures and mutual
funds which are determined using quoted prices or identical quoted prices of assets or liabilities in active markets and are
classified as Level 1. The investment in limited liability partnership (LLP) is classified as fair value through profit and loss. The
share of profit/loss in limited liability partnership (LLP) is accounted for in the books of the company as and when it is credited/
debited to the partners’ capital account and is classified as Level 2.
Derivative financial instruments: The Group’s derivative financial instruments consist of foreign currency forward exchange
contracts. Fair values for derivative financial instruments are based on broker quotations and are classified as Level 2.
Fair value of earn-out consideration: The fair value measurement of earn-out consideration is determined using Level 3 inputs.
The Group earn-out consideration represents a component of the total purchase consideration for its various acquisitions.
The measurement is calculated using unobservable inputs based on the Group’s own assessment of achievement of certain
performance goals. During the year ended 31 March 2019, the Group has charged finance cost of ` 5 crores, recognized
other income of ` 19 crores and has fair valued the earn-out liability. During the year ended 31 March 2019, the group has
made eanrout payment of ` 26 crores and has reduced the fair value of earnout liability estimated as at acquisition date by `
64 crores. The Group estimated the total fair value of the earn out consideration to be ` 14 crores and ` 116 crores as of 31
March 2019 and 31 March 2018 respectively for acquisitions consummated in current and previous periods.
The Group assessed that fair value of cash and short-term deposits, trade receivables, trade payables, bank overdrafts and
other current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The Group is exposed to market risk, credit risk and liquidity risk which may impact the fair value of its financial instruments.
The Group has a risk management policy to manage & mitigate these risks.
The Group’s risk management policy aims to reduce volatility in financial statements while maintaining balance between
providing predictability in the Group’s business plan along with reasonable participation in market movement.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises of currency risk and interest rate risk. The Group is primarily exposed to fluctuation in
foreign currency exchange rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in exchange rates. The Group’s exposure to the risk of changes in exchange rates relates primarily to the Group’s
operations and the Group’s net investments in foreign subsidiaries.
The exchange rate risk primarily arises from assets and liabilities denominated in currencies other than the functional
currency of the respective entities and foreign currency forecasted revenue and cash flows. A significant portion of the
Group revenue is in US Dollar, Pound Sterling (GBP) and Euro while a large portion of costs are in Indian rupees. The
fluctuation in exchange rates in respect to India rupee may have potential impact on the statement of profit and loss and
other comprehensive income and equity.
To mitigate the foreign currency risk the Group uses derivatives as governed by the Group’s strategy, which provides
principles on the use of such forward contracts and currency options consistent with the Group’s Risk Management Policy.
Appreciation / depreciation of 1% in respective foreign currencies with respect to functional currency of the Company and
its subsidiaries would result in decrease / increase in the Group’s profit before tax by approximately ` 13 crores for the
year ended 31 March 2019.
The rate sensitivity is calculated by aggregation of the net foreign exchange exposure and a simultaneous parallel foreign
exchange rates shift of all the currencies by 1% against the respective functional currencies of the Company and its
subsidiaries. The sensitivity analysis presented above may not be representative of the actual change.
Non-derivative foreign currency exposure as of 31 March 2019 and 31 March 2018 in major currencies is as below:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Group’s exposure to the risk of changes in market interest rates arises on borrowings with
floating interest rate which is not material.
Credit risk
Financial instruments that potentially subject the Group to concentration of credit risk consist principally of cash and bank
balances, inter-corporate deposits, trade receivables, unbilled revenue, finance lease receivables, investment securities and
derivative instruments. The cash resources of the Group are invested with mutual funds, banks, financial institutions and
corporations after an evaluation of the credit risk. By their nature, all such financial instruments involve risks, including the
credit risk of non-performance by counterparties.
The customers of the Group are primarily corporations based in the United States of America and Europe and accordingly,
trade receivables and finance lease receivables are concentrated in the respective countries. The Group periodically assesses
the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical
bad debts and ageing of accounts receivables.
The allowance for lifetime expected credit loss on customer balances is as below:
As at
31 March 2019 31 March 2018
Balance at the beginning of the year 291 296
Additional provision during the year 133 133
Deductions on account of write offs and collections (120) (142)
Effect of exchange rates changes 5 4
Balance at the end of the year 309 291
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting its obligations associated with financial liabilities.
The investment philosophy of the Group is capital preservation and liquidity in preference to returns. The Group consistently
generates sufficient cash flows from operations and has access to multiple sources of funding to meet the financial obligations
and maintain adequate liquidity for use.
Maturity profile of the Group’s non-derivative long term financial liabilities based on contractual payments is as below:
Year 1
Year 2 Year 3 Year 4-5 Total
(Current)
As at 31 March 2019
Borrowings 1,218 439 299 2,239 4,195
Employee bonuses accrued 1,335 4 3 - 1,342
Deferred Consideration 9 12 - - 21
Total 2,562 455 302 2,239 5,558
As at 31 March 2018
Borrowings 219 168 143 27 557
Employee bonuses accrued 846 4 - 2 852
Deferred Consideration 43 28 26 19 116
Total 1,108 200 169 48 1,525
Under cash pooling arrangements with banks outside India, the contractual terms of arrangements preclude individual bank
accounts within the arrangement from being considered separate units of account. Accordingly, the balances of all such bank
accounts subject to the arrangements are presented on net basis. The impact of such netting on gross bank balances of `
6,438 crores (31 March 2018, ` 1,830 crores) and gross bank overdraft of ` 537 crores (31 March 2018, ` 173 crores) is ` 504
crores (31 March 2018, ` 131 crores).
The Group’s operations predominantly relate to providing a range of IT & BPO services targeted at Global 2000 companies spread
across America, Europe & Rest of the World. IT services include software services & IT infrastructure management services.
Within software services, the Group provides application development & maintenance, enterprise application, next generation
SAAS (Software As A Service) application services and engineering and R&D (Research and Development) services to several
global customers. Infrastructure management services involve managing customer’s IT assets effectively. Business process
outsourcing services include the traditional contact centre & help desk services and the next generation services around platform
BPO & BPAAS (Business Process As A Service) delivered through a global delivery model.
The Chief Operating Decision Maker (“CODM”) evaluates the Group’s performance by business segment, comprising software
services, infrastructure management services and business process outsourcing services. Accordingly, the above stated business
segments have been identified as reportable segments for the purpose of segment reporting. The CODM assesses the performance
of the operating segments based on a measure of segment earnings.
The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and
expenditure in individual segments and are as set out in note 1 to the financial statements on significant accounting policies. The
accounting policies in relation to segment accounting are as under:
Segment revenue is directly attributable to the segment and segment expenses have been allocated to various segments
on the basis of specific identification. However, segment revenue does not include other income. Segment expenses do not
include finance cost.
Assets and liabilities are not identified to any reportable segments, since these are increasingly used interchangeably across
segments and consequently, the management believes that it is not practicable or meaningful to provide segment disclosures
relating to assets and liabilities.
Financial information about the business segments for the year ended 31 March 2019 is as follows:
Business
IT
Software process
Infrastructure Total
services outsourcing
services
services
Segment revenues 34,911 22,476 3,040 60,427
Less : Inter-segment revenue - - - -
Net revenue of operations from external customers 34,911 22,476 3,040 60,427
Segment results 7,016 4,476 361 11,853
Finance cost (174)
Other income 371
Interest income 572
Profit before share of profit (loss) of associate and tax 12,622
Share of profit of associates -
Profit before tax 12,622
Tax expense (2,502)
Profit for the year 10,120
Significant non-cash items
Depreciation and amortization 1,363 621 89 2,073
Provision for doubtful debts / bad debts written off 22
Financial information about the business segments for the year ended 31 March 2018 is as follows:
Business
IT
Software process
Infrastructure Total
services outsourcing
services
services
Segment revenues 29,611 19,095 1,863 50,569
Less : Inter-segment revenue - - - -
Net revenue of operations from external customers 29,611 19,095 1,863 50,569
Segment results 5,904 3,786 173 9,863
Finance cost (69)
Other income 750
Interest income 467
Profit before share of profit (loss) of associate and tax 11,011
Share of profit of associates 13
Profit before tax 11,024
Tax expense (2,302)
Profit for the year 8,722
Significant non-cash items
Depreciation and amortization 882 439 62 1,383
Provision for doubtful debts / bad debts written off 80
Segment revenue from customers by geographic area based on location of the customer is as follows:
Year ended
31 March 2019 31 March 2018
America 35,972 29,463
Europe 16,136 13,843
India * 2,118 1,995
Rest of the world 6,201 5,268
60,427 50,569
During the years ended 31 March 2019 and 2018, no single customer represents 10% or more of the Group’s total revenue
and the top five customers accounted for 17.0% and 16.3% of the revenue of the Group respectively.
The Group has calculated the various benefits provided to employees as shown below:
During the year the Company and its subsidiaries in India have recognized the following amounts in the statement of profit
and loss :-
Year ended
31 March 2019 31 March 2018
Superannuation Fund 4 3
Employer’s contribution to Employees State Insurance 14 16
Employer’s contribution to Employee’s Pension Scheme 109 99
Total 127 118
The Group has contributed ` 511 crores (previous year ` 448 crores) towards other foreign defined contribution plans.
a) Gratuity
b) Employer’s contribution to provident fund
Gratuity
The following table sets out the status of the gratuity plan
Year ended
31 March 2019 31 March 2018
Current service cost 89 78
Past service cost 3 11
Interest cost (net) 26 22
Net benefit expense 118 111
Balance Sheet
As at
31 March 2019 31 March 2018
Defined benefit obligations 480 406
Fair value of plan assets 16 14
Net plan liability 464 392
Current defined benefit obligations 80 68
Non-current defined benefit obligations 384 324
Year ended
31 March 2019 31 March 2018
Opening defined benefit obligations 406 353
Current service cost 89 78
Past service cost 3 11
Interest cost 27 23
Re-measurement gains (losses) in OCI
Actuarial changes arising from changes in financial assumptions 11 (18)
Experience adjustments (22) (17)
Benefits paid (34) (24)
Closing defined benefit obligations 480 406
Year ended
31 March 2019 31 March 2018
Opening fair value of plan assets 14 16
Interest income 1 1
Contributions 26 -
Re-measurement gains (losses) in OCI
Return on plan assets, excluding amount recognized in interest income (1) (1)
Benefits paid (24) (2)
Closing fair value of plan assets 16 14
The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to
the period over which the obligation is to be settled.
The principal assumptions used in determining gratuity for the Group’s plans are shown below:
As at
31 March 2019 31 March 2018
Discount rate 7.20% 7.60%
Estimated Rate of salary increases 7.00% 7.00%
Employee Turnover 22.00% 22.00%
Expected rate of return on assets 7.20% 7.60%
The estimates of future salary increases, considered in the actuarial valuation, take account of inflation, seniority, promotion
and other relevant factors, such as supply and demand in the employment market.
Discount rate and future salary escalation rate are the key actuarial assumptions to which the defined benefit obligation are
particularly sensitive. The following table summarizes the impact on defined benefit obligation as at 31 March 2019 arising
due to increase / decrease in key actuarial assumptions by 50 basis points:
Salary
Discount rate
escalation rate
Impact of increase (13) 14
Impact of decrease 14 (13)
The sensitivity analysis presented may not be representative of the actual change in the defined benefit obligations as
sensitivities have been calculated to show the movement in defined benefit obligations in isolation and assuming there are no
other changes in market conditions. There have been no changes from the previous years in the methods and assumptions
used in preparing the sensitivity analyses.
The defined benefit obligations are expected to mature after 31 March 2019 as follows:
The weighted average duration to the payment of these cash flows is 6.05 years.
The actuary has provided a valuation and based on the assumptions mentioned below, there is no shortfall as at 31 March
2019 and 31 March 2018.
The details of the fund and plan asset position are given below:-
Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic Approach:
During the year ended 31 March 2019, the Group has contributed ` 144 crores (previous year, ` 124 crores) towards
employer’s contribution to provident fund.
Associates
CeleritiFintech Services Limited (and its subsidiaries) [refer note 2(b)(ii)]
b) Related parties with whom transactions have taken place during the current year
Year ended
Transactions with Key Managerial personnel during the year
31 March 2019 31 March 2018
Compensation
- Short-term employee benefits 39 39
- Other long-term employee benefits - 16
- Termination benefits 1 -
Year ended
Transactions with Directors during the year
31 March 2019 31 March 2018
Commission & other benefits to Directors (includes sitting fees) 8 8
Significant influence
Outstanding balances As at
31 March 2019 31 March 2018
Security deposits 21 14
Unbilled receivable 1 -
Trade receivables 10 6
Prepaid expenses 27 7
Deferred contract cost 19 -
Capital accounts payable [includes supplier credit] 3 2
Supplier Credit 164 125
Liabilities for expenses 30 20
Contract liabilities (previous year : revenue received in advance) 2 15
Trade payables 2 5
Year ended
31 March 2019 31 March 2018
Revenue 925 128
Capital 6 13
931 141
As at
31 March 2019 31 March 2018
i) Capital and other commitments
Capital commitments
Estimated amount of contracts remaining to be executed on capital account 462 361
and not provided for (net of advances) [includes related party ` Nil (31 March
2018, ` 1 crores)]
Uncalled liability on other investments partly paid
Capital commitment in limited liability partnership 13 3
ii) Contingent liabilities
Others 1 1
476 365
The Group is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcome of
which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminate
amounts of damages. The Group records a liability when it is both probable that a loss has been incurred and the amount
can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The
Group reviews these provisions at least quarterly and adjusts these provisions accordingly to reflect the impact of negotiations,
settlements, rulings, advice of legal counsel, and updated information. The Group believes that the amount or estimable range of
reasonably possible loss, will not, either individually or in the aggregate, have a material adverse effect on its business, consolidated
financial position, results of the Group, or cash flows with respect to loss contingencies for legal and other contingencies as at
31 March 2019.
The Company and its various subsidiaries are required to comply with the local transfer pricing regulations, which are
contemporaneous in nature. The Group appoints independent consultants annually for conducting transfer pricing studies to
determine whether transactions with associate enterprises undertaken during the financial year, are on an arm’s length basis.
Adjustments, if any, arising from the transfer pricing studies in the respective jurisdictions will be accounted for when the study
is completed for the current financial year. The management is of the opinion that its transactions with associates are at arm’s
length so that the outcome of the studies to corroborate compliance with legislation will not have any material adverse impact on
the financial statements.
3.35 Additional information under general instructions for the preparation of consolidated financial statements of
Schedule III to the Companies Act, 2013
Net Assets, i.e. total Share in other Share in total
Percent- Share in profit
assets minus comprehensive comprehensive
age and loss
liabilities as at income income
Country of holding
S. No. Name of the Entity 31 March 2019
incorporation as at
31 March As % As % As % As %
2019 of Amount of Amount of Amount of Amount
consolidate consolidate consolidate consolidate
Parent
HCL Technologies Limited India NA 62.63 25,970 81.14 8,212 100.00 44 81.23 8,256
Subsidiaries
Indian
HCL Comnet Systems &
1 India 100% 0.06 27 0.05 5 - - 0.05 5
Services Limited
2 HCL Comnet Limited India 100% 0.62 256 0.06 6 - - 0.06 6
Statestreet HCL Services
3 India 100% 0.83 346 1.24 125 - - 1.23 125
(India) Private Limited *
4 HCL Eagle Limited India 100% 0.03 12 - - - - - -
HCL Global Processing
5 India 100% 0.10 42 0.05 5 - - 0.05 5
Services Limited
HCL Technologies
6 India 100% 0.01 6 (0.01) (1) - - (0.01) (1)
Solutions Limited
Concept2Silicon Systems
7 India 100% 0.02 9 - - - - - -
Private Limited
HCL Training & Staffing
8 India 100% 0.06 26 (0.10) (11) - - (0.11) (11)
Services Private Limited
C3i Support Services
9 India 100% 0.02 8 0.05 5 - - 0.05 5
Private Limited
Foreign
10 HCL Bermuda Limited Bermuda 100% 0.01 3 0.03 3 - - 0.03 3
HCL Technologies
11 China 100% 0.12 51 0.13 13 - - 0.13 13
(Shanghai) Limited
HCL Singapore Pte.
12 Singapore 100% 0.52 214 0.57 58 - - 0.57 58
Limited
13 HCL Great Britain Limited UK 100% 0.10 42 0.38 38 - - 0.38 38
14 HCL (Netherlands) BV Netherlands 100% 0.15 64 0.12 12 - - 0.12 12
15 HCL Belgium NV Belgium 100% 0.16 64 0.06 6 - - 0.06 6
16 HCL Sweden AB Sweden 100% 0.25 102 0.13 13 - - 0.13 13
17 HCL GmbH Germany 100% 0.12 50 0.11 12 - - 0.11 12
18 HCL Italy SRL Italy 100% 0.04 16 0.01 1 - - 0.01 1
HCL Australia Services
19 Australia 100% 0.38 157 0.62 63 - - 0.62 63
Pty. Limited
20 HCL (New Zealand) Limited New Zealand 100% 0.08 32 0.10 10 - - 0.10 10
HCL Hong Kong SAR
21 Hong Kong 100% 0.03 14 0.12 12 - - 0.12 12
Limited
22 HCL Japan Limited Japan 100% 0.26 109 0.22 22 - - 0.22 22
23 HCL America Inc. USA 100% 6.46 2,679 7.01 710 - - 6.98 710
On 13 March 2019, the Group through a wholly owned subsidiary has entered into an agreement to acquire 100% shareholding of
Strong-Bridge Holdings, Inc.(doing business as Strong-Bridge Envision or SBE), a provider of digital and analytics (digital consulting
services) across various industry verticals for the purchase consideration of ` 311 crores payable in cash. The acquisition is a step
towards enhancing HCL’s Digital Consulting capabilities which are an integral part of Digital and Analytics business by adding
digital strategy development, agile program management and organizational change management capabilities.
FOR S. R. BATLIBOI & CO. LLP For and on behalf of the Board of Directors of HCL Technologies Limited
ICAI Firm Registration Number : 301003E/E300005
Chartered Accountants
per Nilangshu Katriar Shiv Nadar S. Madhavan C. Vijayakumar
Partner Chairman and Director President and
Membership Number: 58814 Chief Strategy Officer Chief Executive Officer
(Amount in ` Thousand)
Exchange
Investments Profit/ Profit/
Date of Financial Rate as on Provision Extent of
S. Reporting Share Reserves & Total Total (other (Loss) (Loss) Proposed
Name of the Subsidiary Company acquisition / period respective Turnover for shareholding
No. Currency Capital Surplus Assets Liabilities than in before after Dividend
incorporation ended balance taxation (in percentage)
subsidiaries) taxation taxation
sheet date
1 HCL Comnet Systems & Services Limited 24-Aug-99 31-Mar-19 INR 1.00 12,800 173,859 595,001 408,342 124,679 465,792 58,579 12,652 45,927 - 100%
2 HCL Comnet Limited 8-Aug-01 31-Mar-19 INR 1.00 9,500 2,760,700 4,263,800 1,493,600 1,183,921 1,780,000 330,100 205,000 125,100 - 100%
3 HCL Bermuda Limited 10-Dec-97 31-Mar-19 USD 69.11 30,788,566 18,458,217 52,148,173 2,901,390 - - 929,386 - 929,386 - 100%
4 HCL Technologies (Shanghai) Limited 23-Jul-07 31-Dec-18 CNY 10.15 155,432 351,690 1,475,410 968,288 - 1,213,109 81,220 38,810 42,410 - 100%
5 HCL Eagle limited 14-Sep-11 31-Mar-19 INR 1.00 1,000 123,266 128,435 4,169 126,310 - 8,733 2,524 6,209 - 100%
6 HCL Singapore Pte. Limited 1-Jan-03 31-Mar-19 SGD 51.01 103,809 2,767,666 5,753,137 2,881,662 - 9,752,901 700,263 119,122 581,141 - 100%
7 HCL Training & Staffing Services Private 29-Feb-16 31-Mar-19 INR 1.00 17,513 249,108 459,984 193,363 283,408 376,919 (97,880) (24,734) (73,146) - 100%
Limited
8 HCL Great Britain Limited 7-Jan-97 31-Mar-19 GBP 90.62 957,671 2,143,434 6,031,391 2,930,286 - 8,986,416 355,049 74,580 280,469 - 100%
9 HCL (Netherlands) BV 5-Mar-98 31-Mar-19 EUR 77.68 1,410 304,930 2,077,341 1,771,001 - 3,067,629 160,591 45,541 115,050 - 100%
10 HCL Belgium NV 6-Mar-98 31-Mar-19 EUR 77.68 277,165 136,380 890,487 476,942 - 1,220,268 88,677 28,208 60,469 - 100%
11 HCL Sweden AB 12-Jan-98 31-Mar-19 SEK 7.47 747 848,355 2,333,723 1,484,621 - 2,872,191 90,757 8,751 82,006 - 100%
12 HCL GmbH 23-Feb-98 31-Mar-19 EUR 77.68 1,996 608,360 1,353,440 743,084 - 3,274,033 166,867 46,678 120,189 - 100%
13 HCL Italy SRL 2-Jul-98 31-Mar-19 EUR 77.68 792 225,569 251,302 24,941 - 114,494 11,497 (19,772) 31,269 - 100%
14 HCL Australia Services Pty. Limited 21-May-98 31-Mar-19 AUD 49.01 24,507 1,450,209 5,801,353 4,326,637 - 17,956,547 879,576 266,606 612,970 - 100%
15 HCL (New Zealand) Limited 28-Jan-98 31-Mar-19 NZD 47.01 2,182 184,048 555,826 369,596 - 1,878,551 135,272 38,104 97,168 - 100%
16 HCL Hong Kong SAR Limited 5-Jun-98 31-Mar-19 HKD 8.81 1,701 346,565 760,682 412,416 - 1,209,797 127,168 20,760 106,408 - 100%
17 HCL Japan Limited 10-Feb-98 31-Mar-19 JPY 0.62 137,434 387,911 2,628,919 2,103,574 - 7,353,966 337,971 80,263 257,708 - 100%
18 HCL America Inc. 17-Jan-95 31-Mar-19 USD 69.11 517,000 67,667,000 145,903,000 77,719,000 366,000 226,418,000 15,214,000 2,993,000 12,221,000 - 100%
19 HCL Technologies Austria GmbH 1-Mar-97 31-Mar-19 EUR 77.68 36,693 6,640,175 7,018,481 341,613 - 645,328 111,401 7,528 103,873 - 100%
20 HCL Global Processing Services Limited 22-Feb-99 31-Mar-19 INR 1.00 1,061 444,885 453,515 7,569 415,310 78,370 78,811 23,770 55,041 - 100%
21 HCL Technologies (Taiwan) Ltd. 15-Dec-16 31-Mar-19 TWD 2.24 11,211 7,345 64,511 45,955 - 55,169 8,735 1,748 6,987 - 100%
22 HCL Technologies Lithuania UAB 26-Aug-16 31-Mar-19 EUR 77.68 27,964 69,391 130,564 33,209 - 319,636 61,637 9,476 52,161 - 100%
23 HCL Technologies Solutions Limited 1-Jul-08 31-Mar-19 INR 1.00 10,501 49,846 60,521 174 40,721 - 2,310 572 1,738 - 100%
24 HCL Poland Sp.z.o.o 31-May-07 31-Mar-19 PLN 18.07 250,277 635,184 2,246,829 1,361,368 - 4,264,511 330,936 68,802 262,134 - 100%
25 HCL EAS Limited 11-Sep-08 31-Mar-19 USD 69.11 10,889,246 - 54,131,149 43,241,903 - 271,607 521,307 (111,545) 632,852 - 100%
26 HCL Insurance BPO Services Limited 1-Sep-08 31-Mar-19 GBP 90.62 734,928 (140,733) 1,250,102 655,907 - 1,882,448 73,312 1,360 71,952 - 100%
27 Axon Group Limited 15-Dec-08 31-Mar-19 GBP 90.62 61,442 17,382,028 17,518,153 74,683 - - (97,805) - (97,805) - 100%
28 HCL Axon Technologies Inc. 15-Dec-08 31-Mar-19 CAD 51.50 10,700 3,035,600 5,834,600 2,788,300 - 8,593,300 611,000 161,600 449,400 - 100%
29 HCL Technologies Solutions GmbH 15-Dec-08 31-Mar-19 CHF 69.42 8,330 128,142 1,147,671 1,011,199 - 1,411,454 62,478 22,351 40,127 - 100%
30 Axon Solutions Limited 15-Dec-08 31-Mar-19 GBP 90.62 91 3,821,533 5,588,531 1,766,907 - 7,180,361 670,859 144,085 526,774 - 100%
31 HCL Axon Malaysia Sdn. Bhd. 15-Dec-08 31-Dec-18 MYR 16.89 371,554 2,352,199 3,435,310 711,557 - 1,901,486 1,368,164 124,746 1,243,418 - 100%
32 Axon Solutions Singapore Pte. Limited 15-Dec-08 31-Mar-19 SGD 51.01 5,101 (62,934) 72,135 129,968 - 57,850 1,182 308 874 - 100%
33 Axon Solutions (Shanghai) Co. Limited 15-Dec-08 31-Dec-18 CNY 10.15 20,999 904,869 2,347,851 1,421,983 - 2,694,451 224,529 59,141 165,388 - 100%
34 HCL Axon (Proprietary) Limited 15-Dec-08 31-Mar-19 ZAR 4.77 415,347 2,423,718 3,999,341 1,160,276 - 4,047,973 378,917 105,443 273,474 - 100%
35 HCL Argentina s.a. 27-Jul-09 31-Mar-19 ARS 1.58 12,087 - 189,029 176,942 - 169,151 5,289 7,897 (2,608) - 100%
36 HCL Mexico S. de R.L. 25-Jun-09 31-Dec-18 MXN 3.55 162,437 13,452 1,937,894 1,762,005 - 3,558,770 90,183 122,483 (32,300) - 100%
37 HCL Technologies Romania s.r.l. 28-May-09 31-Dec-18 RON 17.14 6,049 15,130 83,974 62,795 - 93,385 8,824 1,690 7,134 - 100%
38 HCL Hungary Kft 12-May-09 31-Mar-19 HUF 0.24 2,177 17,839 236,682 216,666 - 174,412 3,066 451 2,615 - 100%
39 HCL Latin America Holding LLC 30-Mar-09 31-Mar-19 INR 1.00 864,998 (9,704) 980,813 125,519 - - (9,716) - (9,716) - 100%
40 HCL (Brazil) Technologia da informacao Ltda. 30-Dec-08 31-Dec-18 BRL 17.99 548,640 (377,244) 1,275,814 1,104,418 - 1,862,195 35,261 41,114 (5,853) - 100%
41 HCL Technologies Denmark Apps 23-Jun-10 31-Mar-19 DKK 10.40 33,996 634,308 2,914,187 2,245,883 - 6,258,750 358,760 79,102 279,658 - 100%
42 HCL Technologies Norway AS 9-Jun-10 31-Mar-19 NOK 8.01 23,988 1,319,015 4,844,302 3,501,299 - 8,650,709 524,054 115,825 408,229 - 100%
43 PT. HCL Technologies Indonesia Limited 13-Aug-10 31-Mar-19 IDR 0.00 44,009 11,254 295,077 239,814 - 310,378 19,726 9,956 9,770 - 100%
04-Jul-19 8:47:53 PM
(Amount in ` Thousand)
04-Jul-19 8:47:53 PM
(Amount in ` Thousand)
04-Jul-19 8:47:53 PM
(Amount in ` Thousand)
04-Jul-19 8:47:54 PM