1. Estimated value of contracts on capital account, excluding capital
advances, remaining to be executed and not provided for amount to Rs.
3.69 Crores (2010 - Rs. 7.24 Crores).
2. Contingent Liabilities:
a) Claims against the Company not acknowledged as debts:
2011 2010
Rs./Crores Rs./Crores
Sales Tax* 54.12 30.98
Excise* 9.32 10.91
Income Tax* 3.95 2.94
Industrial Disputes, Civil Suits and
Consumer Disputes 8.60 8.89
* Includes sum of Rs. 9.12 Crores (2010 - Rs. 7.65 Crores) deposited by the
Company against the above.
The amounts shown in the item (a) represents the best possible
estimates arrived at on the basis of available information. The
uncertainties and possible reimbursements are dependent on the out come
of the different legal processes which have been initiated by the
Company or the claimants as the case may be and therefore cannot be
predicted accurately.
b) (i) Corporate Guarantee of Rs. 35.88 Crores (2010 - Rs. 32.77 Crores)
was given to a Bank for working capital facilities sanctioned to a 100%
subsidiary, HCL Insys Pte. Limited, Singapore against which the total
amount utilised as at June 30, 2011 is Rs. 9.85 Crores (2010 - Rs. 0.25
Crores).
(ii) Corporate Guarantee of Rs. 20.00 Crores (2010 - Rs. 15.00 Crores) has
been given to a Bank for working capital facilities sanctioned to a
100% subsidiary, Digilife Distribution and Marketing Services Limited
(Formerly known as HCL Security Limited) against which the total amount
utilised as at June 30, 2011 is Rs. 8.58 Crores (2010 - Rs. 12.85 Crores).
(iii) Corporate Guarantee of Rs. 6.50 Crores (2010 - Rs. 6.50 Crores) was
given to a Bank for working capital facilities and Rs. 6.10 Crores (2010
- Rs. 6.07 Crores) was given to a non-banking finance company for
operating lease sanctioned to a 100% subsidiary, HCL Infinet Limited
against which the total amount utilised as at June 30, 2011 is Rs. 4.79
Crores (2010 - Rs. 3.89 Crores) and Rs. 6.07 Crores (2010 - Rs. 6.07 Crores)
respectively.
(iv) Corporate Guarantee of Rs. 73.11 Crores (2010 - Rs. Nil) was given to
Banks for working capital facilities sanctioned to HCL Infosystems MEA
FZCO, Dubai (subsidiary of HCL Insys Pte. Limited, a subsidiary
company) against which the total amount utilised as at June 30, 2011 is
Rs. 35.33 Crores (2010 - Rs. Nil).
(v) Corporate Guarantee of Rs. 132.93 Crores (2010 - Rs. Nil) was given to
Banks for working capital facilities sanctioned to Techmart Telecom
Distribution FZCO, Dubai (joint venture of HCL Investments Pte.
Limited, a subsidiary company) against which the total amount utilised
as at June 30, 2011 is Rs. 110.78 Crores (2010 - Rs. Nil).
c) The Company has transferred Financial Assets (Lease Rental
Recoverable) to a bank under a financing arrangement for which the
balance outstanding with the bank as on June 30, 2011 is Rs. Nil (2010 -
Rs. 10.87 Crores). The transfer of these Financial Assets is with
recourse to the Company.
3. Taxation:
a) Provision for taxation has been computed by applying the Income Tax
Act, 1961 to the profit for the financial year ended June 30, 2011,
although the actual tax liability of the Company has to be computed
each year by reference to the taxable profit for each fiscal year ended
March 31.
4. The unaccrued forward exchange cover as on June 30, 2011 of Rs. 1.50
Crores (2010 - Rs. 2.62 Crores) has been included under amounts
recoverable in cash or in kind or for value to be received.
5. Employee Stock Option Plan (ESOP):
The Company has established Employee Stock Option Scheme 2000 and
Employee Stock Based Compensation Plan 2005, for a total grant of
31,90,200 and 33,35,487 options respectively to the employees of the
Company and its subsidiaries. These options vest on a graded basis over
a period of 42 and 60 months respectively from the date of grant and
are to be exercised with in a maximum period of 5 years from the date
of vesting.
The Board of Directors/Committee approves the grant of options,
including the grant of options that lapse out of each grant.
Each option of Rs. 10/- confers on the employee a right to five equity
shares of Rs. 2/- each.
Exercise price is market price as specified in the Employee Stock
Option Scheme and Employee Stock Purchase Scheme Guidelines, 1999
issued by the Securities and Exchange Board of India (“SEBI”).
6. Leases:
a) Finance Leases:
As Lessor:
(i) The Company has given on finance lease certain assets/inventories
which comprise of computers, radio terminals and office equipments,
etc. These leases have a primary period, which is fixed and
non-cancelable. There are no exceptional/restrictive covenants in the
lease agreements.
b) Sale and Leaseback and further sub-lease on finance lease basis
(i) The Company has entered into transaction of sale and leaseback on
finance lease basis and further sub-lease on finance lease basis for
certain assets/inventories which comprise of computer systems and other
related products. These leases have a primary period, which is fixed
and non-cancelable. There are no exceptional/restrictive covenants in
these lease agreements.
d) Cancelable Operating Leases
As Lessee:
(i) The Company has taken various residential/commercial premises under
cancelable operating leases. These leases are normally renewable on
expiry.
(ii) The rental expense in respect of operating leases is Rs. 24.94
Crores (2010 - Rs. 22.34 Crores) which is disclosed as Rent expense under
Schedule 17 ‘Administration, Selling, Distribution and Others’.
7. Earnings per share (EPS)
The earnings considered in ascertaining the Company’s EPS represent
profit for the year after tax. Basic EPS is computed and disclosed
using the weighted average number of equity shares outstanding during
the year. Diluted EPS is computed and disclosed using the weighted
average number of equity and dilutive equivalent shares outstanding
during the year except when results would be anti-dilutive.
8. Segment Reporting
The Company recognises the following segments as its primary segments.
a) The operations of Computer Systems and Other Related Products and
Services consists of manufacturing of computer hardware systems,
providing comprehensive Systems Integration, Roll out and
Infrastructure management solutions in different Industry verticals,
providing IT services including maintenance & facility management and
ICT training.
b) The businesses of Telecommunication and Office Automation comprise
of distribution of telecommunication and other digital lifestyle
products, office automation products and related comprehensive
maintenance and allied services.
Secondary segmental reporting is based on the geographical location of
the customers. Details of secondary segments are not disclosed as more
than 90% of the Company’s revenues, results and assets relate to the
domestic market.
9. The Company remits the dividends to its non resident shareholders
in Indian Rupees.
10. Pursuant to the approval of the shareholders and in terms of
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, the Company has:
(a) On receipt of 25% subscription money, allotted 2,10,59,515 warrants
priced at Rs. 152.90 per warrant to certain promoters on a preferential
basis on October 7, 2009. Subsequently, 1,64,38,848 warrants have been
converted into equal number of equity shares of Rs. 2/- each on October
29, 2009 and 46,20,667 on April 5, 2011 on receipt of the balance 75%
subscription money.
(b) Raised Rs. 472.67 Crores by allotment of 3,05,55,713 equity shares of
Rs. 2/- each at a price of Rs. 154.69 per equity share including a premium
of Rs. 152.69 per equity share through Qualified Institutions Placement
on October 21, 2009.
11. (a) Details of long term investments made during the year:
(i) Pimpri Chinchwad eServices Limited was incorporated as a wholly
owned subsidiary of the Company on September 21, 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.
(ii) HCL Investments Pte. Limited, Singapore was incorporated as a
wholly owned subsidiary on November 29, 2010, to manage the Company’s
overseas investments.
(iii) HCL Infosystems South Africa Pty. Limited, South Africa was
incorporated as a wholly owned Subsidiary of HCL Investments Pte.
Limited, Singapore (wholly owned subsidiary of the Company) on May 9,
2011, to engage in business operations in System Integration (SI) and
Services with particular focus on Banking and Financial Services and
Insurance, Utilities, e-Governance and Infrastructure Services.
(b) During the year, the Company through its wholly owned subsidiary,
HCL Insys Pte. Limited, Singapore has on July 4, 2010 acquired a
majority equity stake (60%) in HCL Infosystems MEA FZCO (Formerly known
as NTS FZCO), which is a Dubai based IT Infrastructure solutions
provider for a consideration of US $ 6.45 million (Rs.28.65 Crores).
(c) During the year, the Company through its wholly owned subsidiary,
HCL Investments Pte. Limited, Singapore, has on February 3, 2011
acquired 20% equity shares in Techmart Telecom Distribution FZCO,
Dubai, which is a distributor of Nokia Smartphones in Middle-East and
Africa for US$ 0.8 million (3.55 Crores) paid upfront and US$ 0.4
million (1.77 Crores) to be paid over a period, subject to fulfilment
of certain conditions.
(d) (i) Pursuant to the approval of the shareholders obtained in
accordance with Section 293(1)(a) of the Companies Act, 1956, on July
28, 2011 the Company has, with effect from August 1, 2011, 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. As on June 30, 2011, the carrying
amount of assets and liabilities of Digital Entertainment business is Rs.
73.54 Crores and Rs. 71.56 Crores respectively and its turnover and gross
profit for the year ended on that date is Rs. 407.96 Crores and Rs. 21.84
Crores respectively. (ii) The Company has acquired the Security and
Surveillance business of Digilife Distribution and Marketing Services
Limited (Formerly known as HCL Security Limited) as a going concern on
slump sale basis for a consideration of Rs. 6 Crores.
As on June 30, 2011, the carrying amount of assets and liabilities of
Security and Surveillance business is Rs. 33.37 Crores and Rs. 25.17 Crores
respectively and its turnover and loss before tax for the year ended on
that date is Rs. 56.61 Crores and Rs. 8.07 Crores respectively.
(e) 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.
During the current year, the Company has made a provision of Rs. 0.34
Crores as permanent diminution in the value of long term investment and
Rs.7.52 Crores as a provision for loan (inter corporate deposit) given to
HCL Infinet Limited. The sale/transfer of the entire equity stake in
HCL Infinet Limited shall be given effect on receipt of necessary
regulatory approvals.
12. Disclosure of related parties and related party transactions:
a) Company having substantial interest:
Guddu Investments (Pondi) Private Limited (Refer Note 2 on Schedule 1)
b) List of parties where control exists/existed:
Wholly owned Subsidiaries:
HCL Infinet Limited
HCL Infocom Limited
Digilife Distribution and Marketing Services Limited (Formerly known as
HCL Security Limited)
RMA Software Park Private Limited
HCL Insys Pte. Limited, Singapore
Pimpri Chinchwad eServices Limited
HCL Investments Pte. Limited, Singapore
HCL Infosystems South Africa Pty. Limited
Others Subsidiaries:
HCL Infosystems MEA FZCO, Dubai (Subsidiary of HCL Insys Pte. Limited -
60% Shareholding)
NTS Technology LLC, Dubai (49% Shareholding of HCL Infosystems MEA
FZCO)
HCL Infosystems MEA LLC, Abu Dhabi (49% Shareholding of HCL Infosystems
MEA FZCO)
c) Other related parties with whom transactions have taken place during
the year and/or where balances exist:
HCL Technologies Limited
HCL Comnet Limited
HCL Comnet Systems and Services Limited
Erstwhile HCL Peripherals Limited (Merged with HCL Corporation Limited
w.e.f. March 12, 2010)
HCL BPO Services (NI) Limited
HCL America Inc.
HCL EAI Services Limited
Others (where significant influence exists):
SSN College of Engineering
SSN Trust (Formerly known as Shri Siva Subramaniam Nadar Educational
and Charitable Trust)
d) Key Management Personnel
Mr. Ajai Chowdhry Mr. Harsh Chitale Mr. J.V. Ramamurthy Mr. Sandeep
Kanwar
13. a) An amount of Rs. 0.16 Crores (2010 - Rs. 0.01 Crores), being profit
on sale of fixed assets has been adjusted against the loss on sale of
fixed assets.
b) The profit/(loss) on account of foreign exchange fluctuations and on
disposal of current investments are disclosed after deducting or adding
related loss or profit, as the case may be, on similar transactions.
c) Advertisement, Publicity and Entertainment expenses, wherever on
sharing basis, are shown at amounts borne by the Company.
14. Previous year’s figures have been regrouped/recasted, where
necessary, to confirm to current year’s presentation.
|