To the Members,
 
 The Directors have pleasure in presenting their Twenty Fifth Annual
 Report together with the Audited Accounts for the financial year ended
 30th June, 2011.
 
 Financial Highlights
 
                                                       (? in Crores)
 
 Particulars                    Consolidated          Parent Company
 
                             2010-11    2009-10   2010-11    2009-10
 
 Net Sales and other income  11520.83   12114.44  11024.14  12011.91
 
 Profit before Interest, 
 Depreciation and Tax          347.18     411.18    344.27    427.82
 
 Finance Charges                79.38      39.21     73.97     37.44
 
 Depreciation and Amortisation  38.36      25.51     33.20     21.73
 
 Profit before Tax             229.44     346.46    237.10    368.65
 
 Provision for Taxation: Current66.19     111.95     65.94    111.96
 
 For earlier years               1.79       -         1.79      -
 
 Deferred                       (7.87)     (7.87)    (7.86)    (4.86)
 
 Net Profit after Tax (Before 
 Minority interest)            169.33     242.38    177.23    261.55
 
 Minority interest               1.14       -          -        -
 
 Net Profit after Tax (After 
 Minority interest)            168.19     242.38    177.23    261.55
 
 Profit available for 
 appropriation                 971.95    1033.33   1010.55   1062.89
 Appropriations
 
 Debenture Redemption Reserve    4.00       4.00      4.00      4.00
 
 Interim Dividend              131.72     127.08    131.72    127.08
 
 Proposed Dividend              44.58      43.65     44.58     43.65
 
 Tax on Dividend (including 
 Interim Dividend)              29.11      28.68     29.11     28.68
 
 Transfer to General Reserve    17.72      26.16     17.72     26.16
 
 Balance of Profit carried 
 forward to next year          744.82     803.76    783.42    833.32
 
 Performance
 
 The consolidated net revenue of the Company was Rs. 11520.83 Crores as
 against Rs. 12114.44 Crores in the previous year. The consolidated profit
 before tax was Rs. 229.44 Crores as against Rs. 346.46 Crores in the
 previous year.
 
 Your Directors are pleased to recommend final Dividend of Rs. 2 per share
 (100%) on the fully paid-up equity shares of Rs. 2/- each for the
 financial year ended on 30th June, 2011. During the first nine months,
 three interim (quarterly) dividends aggregating to Rs. 6 per share (300%)
 were declared, taking the total dividend for the year 2010-11 to Rs. 8
 per share of Rs. 2/- (400%).
 
 Operations
 
 A review of operations of the businesses of your Company for the year
 ended 30th June, 2011 is provided in the Management Discussion and
 Analysis Report forming part of the Annual Report.
 
 Acquisitions
 
 HCL Infosystems MEA FZCO, Dubai (Formerly known as NTS FZCO)
 
 The Company on 4th July, 2010 acquired a majority equity stake (60%) in
 HCL Infosystems MEA FZCO (formerly known as NTS FZCO), a Dubai based IT
 Infrastructure solutions provider.
 
 Techmart Telecom Distribution FZCO, Dubai
 
 The Company on 3rd February, 2011 acquired 20% equity stake in Techmart
 Telecom Distribution FZCO (Techmart), a Dubai based company, engaged in
 distribution of Nokia Smartphones in Middle East and Africa.
 
 Reorganization of business
 
 The Company has transferred its Digital Entertainment business as a
 going concern on slump sale basis, to Digilife Distribution and
 Marketing Services Limited (formerly known as HCL Security Limited),
 the wholly owned subsidiary, for a consideration of Rs. 35 Crores. The
 Transfer was approved by the Shareholders by way of Postal Ballot.
 
 The Company has acquired the Security and Surveillance business of
 Digilife Distribution and Marketing Services Limited as a going concern
 on slump sale basis for a consideration of Rs. 6 Crores.
 
 The above transactions became effective from 1st August, 2011.
 
 Issue of Shares
 
 During the year under review, the Company allotted 4,620,667 equity
 shares of Rs. 2/- each at a price of Rs. 152.90 per equity share including
 a premium of Rs. 150.90 per equity share to a Promoter, on exercise of
 option of conversion of equal number of warrants (which were allotted
 in October 2009, on payment of 25% subscription money amounting to Rs.
 17.66 Crores) on receipt of balance 75% subscription money amounting to
 Rs. 52.99 Crores. After allotment of the aforesaid shares, there are no
 outstanding warrants.
 
 During the year under review, 460 equity shares of Rs. 2/- each were
 allotted under Employee Stock Option Scheme 2000.
 
 Awards & Recognition
 
 The year that went by witnessed numerous recognitions for your Company
 as we bagged several awards and accolades as under:
 
 1) Ranked 2nd in the latest Greenpeace Green Electronics Ranking.
 
 2) HCL Green Data Center was awarded 1st Ever LEED Platinum
 Certification in India by US Green Building Council.
 
 3) Bagged VARIndia 2010 award for Top Distributor of the Year & Best
 Projector – DLP (In-Focus)
 
 4) Awarded CXO Award 2010-The IT Chapter in the category of ‘Indian
 Hardware Brand of the Year’ by Bloomberg UTV.
 
 5) Topped Employee Satisfaction Chart for the 6th Consecutive Year as
 per DQ Survey, 2010
 
 6) DQ - IDC ranks your Company #2 Domestic ICT Company.  The Company
 was also rated among Top 10 ICT Companies in India.
 
 7) Awarded Dun & Bradstreet Rolta Corporate Award under Computer
 Hardware and Peripherals Category
 
 8) DQ-IDC rates your Company as #1 in IT Services 2010
 
 9) This year the scope of management systems certification
 (ISO9001:2008, ISO14001:2004 and OHSAS18001:2007) increased to include
 Hardware products like Hand Held Terminal, Turbo Terminal, Sharps
 blaster etc at Puducherry Manufacturing Organisation, Uttaranchal
 Manufacturing Organisation and Noida Manufacturing Organization.
 
 10) Globally HCL Notebook stood in 8th position with 4.04 points in
 Green Electronic Survey of Greenpeace released in January 2011.
 
 11) HCL Infosystems bags 5th position in India’s Best Companies to Work
 for Survey, 2011 (IT Category): Study by Economic Times Great Place to
 Work!
 
 12) HCL Desktops rated No. 1 in the Dataquest Channels - CyberMedia
 Research Channel Satisfaction Survey
 
 13) HCL Infosystems awarded Best Telecom Support Service Company at the
 5th National Telecom Award by CMAI Association of India
 
 14) HCL Infosystems awarded ‘Most Promising New Technology for Urban
 Applications’ at the Municipalika 2011
 
 15) HCL Infosystems awarded as a ‘Powerbrand’ of India in the IT &
 Office Automation Category
 
 16) Your Company was selected as Business Superbrands of India.
 
 17) Mr. Ajai Chowdhry, Chairman of your Company was felicitated with
 many prestigious awards as under:
 
 - The prestigious Padma Bhushan awarded by Doctor Pratibha Patil, the
 Honourable President of India.
 
 - ‘Honoris Causa Doctorate’ of Science for his contribution to the
 Indian IT Industry by IIT Roorkee
 
 - ‘Electronics Man of the Year’ by the ELCINA-EFY Awards Committee
 
 - The CNBC Asia Business Leader Award 2010 for Viewers Choice category.
 
 - “India Innovator of the Year Award” at the 6th edition of the CNBC
 TV18 India Business Leader Awards 2010
 
 Employee Stock Option Plan
 
 Employee Stock Option Scheme 2000
 
 Pursuant to the approval of the Shareholders at an Extra- Ordinary
 General Meeting held on 25th February, 2000 for grant of options to the
 employees of the Company and its subsidiaries (the ESOP 2000), the
 Board of Directors had approved the grant of 30,18,000 options
 including the options that had lapsed out of each grant. Each option
 confers on the employee a right for five equity shares of Rs. 2/- each.
 
 Employee Stock Based Compensation Plan 2005
 
 The Shareholders of the Company have approved the Employee Stock Based
 Compensation Plan 2005 through a Postal Ballot for grant of 33,35,487
 options to the employees of the Company and its subsidiaries. The Board
 of Directors has granted 31,96,840 options including the options that
 had lapsed out of each grant. Each option confers on the employee a
 right for five equity shares of Rs. 2/- each at the market price as
 specified in the SEBI (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines 1999, on the date of grant.
 
 Credit Ratings
 
 The credit rating by ICRA continued at ‘A1 ’ rating indicating highest
 safety to the Company’s Commercial Paper program of Rs. 500 Crores.
 
 The long term rating assigned by Fitch to the Company continued at ‘AA-
 (ind)’ indicating stable outlook. The long term
 
 rating by Fitch also continued at ‘AA- (ind)’ for Non-Convertible
 Debenture programme of Rs. 80 Crores.
 
 Fixed Deposits
 
 There were no fixed deposits outstanding either at the beginning or at
 the end of the year.
 
 Listing
 
 The equity shares of the Company are listed at The Bombay Stock
 Exchange Limited, Mumbai (BSE) and National Stock Exchange of India
 Limited, Mumbai (NSE). The Company’s Non- Convertible Debentures (NCDs)
 amounting to Rs. 80 Crores are listed at National Stock Exchange of India
 Limited, Mumbai.
 
 The Company has paid the listing fee for the year 2011-2012 to BSE and
 NSE.
 
 Directors
 
 Mr. R.P. Khosla and Mr. T.S. Purushothaman ceased to be Directors of
 the Company with effect from 27th October, 2010 and Mr. Subroto
 Bhattacharya ceased to be Director of the Company with effect from 10th
 December, 2010. The Board places on record its appreciation for the
 services rendered by them during their tenure with the Company.
 
 Mr. Ajay Vohra was appointed as an Additional Director of the Company
 with effect from 4th April, 2011 and Mr. Harsh Chitale and Mr. Pradeep
 K. Khosla are appointed as Additional Directors of the Company with
 effect from 17th August, 2011. Mr. Harsh Chitale is also appointed as
 Whole-time Director of the Company with effect from 17th August, 2011.
 
 The Company has received notice from member(s) of the Company, under
 section 257 of the Companies Act, 1956, proposing their appointment as
 Director(s) of the Company, along with the requisite deposit.
 
 In accordance with the Articles of Association of the Company, Mr. D.S.
 Puri and Mr. E.A. Kshirsagar, Directors, retire by rotation and being
 eligible, offer themselves for re-appointment.
 
 Corporate Governance Report and Management Discussion and Analysis
 Statement
 
 The Corporate Governance Report and the Management Discussion and
 Analysis Statement are attached and are to be read with the Directors’
 Report.
 
 Insider Trading Regulations
 
 As per the requirements under the SEBI (Prohibition of Insider Trading)
 Regulations, 1992, as amended from time to time, the ‘Code of Conduct
 for prevention of Insider Trading’ and the ‘Code of corporate
 disclosures practices for prevention of Insider Trading’ are in force.
 
 Directors’ Responsibility Statement
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956 and based on the representations received from the operating
 management, the Directors hereby confirm that:
 
 a. in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there has been no material departure;
 
 b.  appropriate accounting policies have been selected and applied
 consistently, and that the judgments and estimates made are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 30th June, 2011 and of the profit of the Company
 for the said period;
 
 c.  proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 d.  the annual accounts have been prepared on a going concern basis.
 
 Auditors & Auditors’ Report
 
 M/s Price Waterhouse, Chartered Accountants, who are the statutory
 auditors of the Company hold office, in accordance with the provisions
 of the Companies Act, 1956, upto the conclusion of the forthcoming
 Annual General Meeting and are eligible for re-appointment. The
 proposed re-appointment, if made will be in accordance with the limits
 prescribed under Section 224(1B) of the Companies Act, 1956.
 
 Personnel
 
 Industrial Relations during the year under review continued to be
 peaceful and cordial. No man-days were lost due to industrial disputes.
 Your Company was ranked Top 2 in the Best Employer Survey conducted by
 IDC-Dataquest and Top five in IT Industry, in the Best Companies to
 Work For 2011 conducted by Economic Times and Great Place to Work
 Institute.
 
 The information as required to be provided in terms of section 217(2A)
 of the Companies Act, 1956 read with the Companies (Particulars of
 Employees) Rules, 1975 has been set out in the annexure to the
 Directors’ report. However, in terms of the provisions of section
 219(1)(b)(iv) of the said Act, the Annual Report is being sent to the
 members of the Company excluding the said information. Any member
 interested in obtaining the said information may write to the Company
 Secretary at the registered office of the Company.
 
 Additional information relating to Conservation of Energy, Technology
 Absorption and Foreign Exchange Earnings and Outgo
 
 The additional information required in accordance with sub- section
 (1)(e) of Section 217 of the Companies Act, 1956, read with the Company
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules,1988, is appended to and forms part of this report.
 
 Particulars of subsidiaries
 
 During the year under review, the following subsidiaries/step down
 subsidiaries were incorporated:
 
 (a) Pimpri Chinchwad eServices Limited: Incorporated as a wholly owned
 subsidiary on 21st September, 2010, to provide e-services and other
 related services within the territorial jurisdiction of the Pimpri
 Chinchwad Municipal Corporation (PCMC) and to the citizens of PCMC.
 
 (b) HCL Investments Pte. Limited, Singapore: Incorporated as a wholly
 owned subsidiary on 29th November, 2010, to manage the Company’s
 overseas investments.
 
 (c) HCL Infosystems South Africa Pty. Limited, South Africa:
 Incorporated as a wholly owned subsidiary of HCL Investments Pte.
 Limited, Singapore (another wholly owned subsidiary in Singapore) on
 9th May, 2011, to engage in business operations in System Integration
 (SI) and Services with particular focus on BFSI, Utilities,
 e-Governance and Infrastructure Services.
 
 The name of HCL Security Limited, the wholly owned subsidiary, was
 changed to Digilife Distribution and Marketing Services Limited
 (Digilife) with effect from 26th July, 2011.  Digilife is engaged in
 Digital Entertainment business with effect from 1st August, 2011.
 
 The Company has signed a Share Purchase Agreement (SPA) with a Buyer in
 January 2011 for the sale of its entire equity stake in HCL Infinet
 Limited, the wholly owned subsidiary. The sale/transfer of the entire
 equity stake shall be given effect on receipt of necessary regulatory
 approvals.
 
 In terms of the exemption granted by Ministry of Corporate Affairs
 (MCA) vide General Circular No. 2/2011 dated 8th February, 2011, the
 accounts of the following subsidiaries have not been enclosed with the
 results:
 
 - HCL Infinet Limited;
 
 - Digilife Distribution and Marketing Services Limited (formerly known
 as HCL Security Limited);
 
 - HCL Infocom Limited;
 
 - RMA Software Park Private Limited;
 
 - Pimpri Chinchwad eServices Limited;
 
 - HCL Insys Pte Limited, Singapore;
 
 - HCL Investments Pte Limited, Singapore;
 
 - HCL Infosystems MEA FZCO, Dubai;
 
 - NTS Technology LLC, Dubai;
 
 - HCL Infosystems MEA LLC, Abu Dhabi; and
 
 - HCL Infosystems South Africa Pty Limited, South Africa
 
 The annual accounts of these subsidiaries are available for inspection
 on any working day at the Registered Office of the Company. The Company
 shall also furnish a hard copy of details of accounts of these
 subsidiaries to any Shareholder on demand. These accounts are also
 available on the website of the Company at www.hclinfosystems.com. A
 summary of financials of the subsidiaries has been included in the
 Annual Report. The Consolidated Financial Statements presented by the
 Company include the financial results of its subsidiary companies.
 
 Acknowledgement
 
 The Directors wish to place on record their appreciation for the
 continued co-operation the Company received from various departments of
 the Central and State Government, Bankers, Financial Institutions,
 Dealers and Suppliers and also acknowledge the contribution made by the
 Employees.
 
 The Board also wishes to place on record its gratitude to the valued
 Customers, Members and Investing Public for the continued support and
 confidence reposed in the Company.
 
                                On behalf of the Board of Directors
 
                                                              Sd/-
 
                                                      Ajai Chowdhry
 Date    :    17th August, 2011                            Chairman