Dear Shareholders,
 
 The Directors have pleasure in presenting this Twentieth Annual Report
 together with the Audited Accounts for the year ended June 30, 2012.
 
 FINANCIAL RESULTS
 
 The highlights of the financial results of your Company prepared for
 the financial year 2011-12 are tabulated below:
 
                                                (Rs. in crores)
 
                                 Consolidated             Standalone
 
                        2011-12        2010-11     2011-12      2010-11
 
 Total Revenue         21,037.05      16,030.08   9,208.08      6,960.75
 
 Total Expenditure     17,827.25      13,894.97   6,847.34      5,670.87
 
 Profit before tax      3,209.80       2,135.11   2,360.74      1,289.88
 
 Provision for tax       (782.72)       (488.48)   (410.32)       (91.60)
 
 Share of minority 
 interest                  (0.07)         (0.12)       -             -
 
 Share of loss of 
 associates                (4.31)            -         -             -
 
 Profit after tax       2,422.70       1,646.51   1,950.42      1,198.28
 
 Balance in Profit 
 and Loss Account
 brought forward        4,167.94       3,535.14   2,435.71      2,260.95
 
 Loss acquired under 
 the scheme of 
 amalgamation               -                -         -           (9.81)
 
 Transfer from 
 debenture redemption 
 reserve due to 
 redemption of 
 debenture                170.00             -      170.00           -
 
 Amount available 
 for appropriation      6,760.64       5,181.65   4,556.13      3,449.42
 
 Appropriations
 
 Proposed final 
 dividend 
 [including Rs.0.29 
 crores                   277.60         138.09     277.60        138.09
 (previous year Rs.0.35 
 crores) paid for
 previous year]
 
 Interim dividend         552.98         376.40     552.98        376.40
 
 Corporate dividend 
 tax [including Rs.0.05
 crores                   134.74          84.39     134.74         84.39
 (previous year Rs.0.06 
 crores) paid for
 previous year]
 
 Transfer to general 
 reserve                  195.04         119.83     195.04        119.83
 
 Transfer to debenture 
 redemption reserve       210.00         295.00     210.00        295.00
 
 Balance carried 
 forward to the 
 balance sheet          5,390.28       4,167.94   3,185.77      2,435.71
 
 TRANSFER TO RESERVES
 
 During the financial year 2011-12, your Company has transferred Rs.195.04
 crores to the General Reserve Account. An amount of Rs.210 crores has
 been transferred to the Debenture Redemption Reserve Account and Rs.170
 crores has been transferred back to the profit & loss account from the
 debenture redemption reserve account on account of redemption of
 debentures. As on June 30, 2012, the balance available in the debenture
 redemption reserve account is Rs.630 crores. An amount of Rs.3,185.77
 crores is proposed to be carried forward in the Profit & Loss Account.
 
 OVERVIEW
 
 During the financial year 2011-12, on a consolidated basis, the
 Company''s revenues for the year 2011-12 stood at Rs.20,830.55 crores
 registering a growth of 32.42% over the previous year.
 
 A detailed analysis on the Company''s performance is included in the
 Management''s Discussion and Analysis Report titled as Management''s
 Discussion and Analysis, which forms part of this Annual Report.
 
 DIVIDENDS
 
 Your Directors are pleased to recommend a final dividend of Rs.4/- per
 equity share of par value of Rs.2/- each for the financial year ended
 June 30, 2012, subject to the approval of the shareholders at the
 ensuing Annual General Meeting of the Company. During the year under
 review, your directors had declared and paid three interim dividends as
 per the details given hereunder:
 
 S. 
 No.Interim dividend
    paid during         Rate of
                        dividend     Amount of   Dividend 
                                                 Distribution     Total
                                                                  Outflow
    the year ended 
    June 30, 2012       per share    dividend 
                                     paid        tax paid by the
                                                 Company
                       (face value 
                        of                        (Rs./crores)    
                        Rs.2/-
                        each)
 
 1  1st Interim
    Dividend             Rs. 4/-*     276.06         44.78        320.84
 
 2  2nd Interim 
    Dividend             Rs. 2/-      138.39         22.45        160.84
 
 3  3rd Interim
    Dividend             Rs. 2/-      138.53         22.47        161.00
 
 * Including onetime special Milestone dividend of Rs.2/- per equity
 share.
 
 The total amount of dividends (including interim dividends paid) for
 the year ended June 30, 2012 shall be Rs.830.58 crores. Dividend
 distribution tax paid / payable by the Company for the year would
 amount to Rs.134.74 crores.
 
 SUBSIDIARIES / JOINT VENTURES
 
 Joint Venture with State Street Corporation, USA
 
 During the year the Company entered into a joint venture with State
 Street Corporation, a company incorporated in USA in which your Company
 holds 49% stake in the joint venture company through its step down
 subsidiary in U.K. The operations of the said joint venture are being
 carried out in State street HCL Services (India) Pvt. Ltd., a company
 incorporated under the Companies Act, 1956.
 
 Joint Venture with Great American Insurance Company
 
 During the year the Company has entered into a joint venture with Great
 American Insurance Company (GAIC).The Joint Venture Company has been
 incorporated in India titled HCL Eagle Limited in which 92% stake is
 held by the Company and balance stake is held by GAIC.
 
 Rationalisation of subsidiaries
 
 During the year, as a part of the process of restructuring, one company
 in U.S. titled Capital Stream Inc. has been merged with HCL America
 Inc.; one company in Canada viz. HCL Technologies Canada Inc. has been
 merged with Axon Solutions (Canada) Inc. and the holding structure of
 some of the step down subsidiaries was changed. Further the business of
 one company in Malaysia has been transferred to the other subsidiary in
 Malaysia and also changed the investment company in Austria to the
 operational entity.
 
 Closure of subsidiaries
 
 - As a rationalization process your Company has undertaken the strike
 off of its step down subsidiary in Singapore viz.  DSI Financial
 Solutions Pte. Limited w.e.f. April 11, 2012.
 
 SUBSIDIARIES - FINANCIALS
 
 The Company has 57 subsidiaries as on June 30, 2012. Pursuant to the
 circular dated February 8, 2011 issued by the Ministry of Corporate
 Affairs a general exemption has been granted to the companies from
 annexing the individual accounts of all the subsidiaries along with the
 audited financial statements of the Company while publishing the Annual
 Report subject to certain conditions as mentioned in the said circular.
 Your Company meets all the conditions stated in the aforesaid circular
 and therefore the standalone financial statements of each subsidiary
 are not annexed with the Annual Report of the Company for the year
 ended June 30, 2012.
 
 The consolidated financial statements of the Company and its
 subsidiaries are attached in the Annual Report. A statement containing
 brief financial details of all the subsidiaries of the Company for the
 year ended June 30, 2012 forms part of the Annual Report. The Company
 would provide the annual accounts of the subsidiaries and the related
 detailed information to the shareholders of the Company on specific
 request made to it in this regard by the shareholders.
 
 CHANGES IN CAPITAL STRUCTURE
 
 Issue of shares under Employees Stock Option Plans
 
 During the year ended June 30, 2012, the Company allotted 45,94,952
 equity shares of Rs.2/- each fully paid up under its Employees Stock
 Option Plans. This constitutes 0.66% of the total paid up share capital
 of the Company as on June 30, 2012.
 
 Issued and Paid-up Share Capital
 
 As on June 30, 2012, the issued and paid-up share capital of the
 Company was Rs.138,65,66,952/- (previous year: Rs.137,73,77,048/-)
 comprising 69,32,83,476 (previous year: 68,86,88,524) equity shares of
 Rs.2/- each fully paid-up.
 
 SHARES UNDER COMPULSORY DEMATERIALIZATION
 
 The equity shares of your Company are included in the list of specified
 scrips where delivery of shares in dematerialized (demat) form is
 compulsorily effective from July 24, 2000, if the same are traded on a
 stock exchange, which is linked to a depository. As of June 30, 2012,
 99.93% shares were held in demat form.
 
 DEBENTURES
 
 During the financial year ended June 30, 2010, the Company had issued
 rated, secured, taxable, redeemable non-convertible debenture(s) as per
 details given hereunder:
 
 Date of
 Issue         Amount       Coupon Rate        Maturity      Redeemed
              (Rs. in
               crores)     (Payable            Date           on
                            quarterly)
 
 August 25, 
 2009            170         7.55% p.a.        August 25, 
                                               2011          August 
                                                             25, 2011
 
 August 25,
 2009            330         8.20% p.a.        August 25,
                                               2012           -
 
 September 
 10, 2009        500         8.80% p.a.        September 
                                               10, 2014       -
 
 A debenture trust deed in favour of IDBI Trusteeship Services Limited
 for the aforesaid issues was executed. The debentures are secured by
 way of mortgage(s) and/ or charges on the specific movable / immovable
 properties of the Company whether existing / future. The said
 debentures have been listed on Wholesale Debt Segment of the National
 Stock Exchange of India Limited. The Company has paid the interest due
 on the aforesaid debentures on time and nothing is payable as on date.
 
 INTERNAL CONTROL SYSTEM
 
 The Company has put in place an adequate system of internal control
 commensurate with its size and nature of business. These systems
 provide a reasonable assurance in respect of providing financial and
 operational information, complying with applicable statutes,
 safeguarding of assets of the Company and ensuring compliance with
 corporate policies.
 
 The Company has a dedicated Internal Audit team which is commensurate
 with the size, nature & complexity of operations of the Company.
 Internal Audit reports functionally to the Audit Committee of Board
 which reviews and approves risk based annual internal audit plan. Audit
 Committee periodically reviews the performance of internal audit
 function.
 
 The Company has a rigorous business planning system to set targets and
 parameters for operations which are reviewed with actual performance to
 ensure timely initiation of corrective action, if required.
 
 The Company''s audit committee reviews adherence to internal control
 systems, internal audit reports and legal compliances.  This committee
 reviews all quarterly and yearly results of the Company and recommends
 the same to Board for its approval.
 
 CORPORATE GOVERNANCE
 
 The report of the Board of Directors of the Company on Corporate
 Governance is given as a separate section titled ''Corporate Governance
 Report 2011-12'', which forms part of this Annual Report.
 
 Certificate of the Statutory Auditors of the Company regarding
 compliance with the Corporate Governance requirements as stipulated in
 clause 49 of the Listing Agreement with the stock exchanges is annexed
 with the aforesaid Corporate Governance Report.
 
 MANAGEMENT''S DISCUSSION & ANALYSIS
 
 The Management''s Discussion and Analysis is given separately and forms
 part of this Annual Report.
 
 INSIDER TRADING REGULATIONS
 
 Based on the requirements under 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 for corporate
 disclosures are in force.
 
 DIRECTORS
 
 In accordance with the provision of the Companies Act, 1956 and
 Articles of Association of the Company, Mr. Shiv Nadar and Ms. Robin
 Abrams shall retire by rotation as Directors of the Company at the
 ensuing Annual General Meeting and being eligible, they have offered
 themselves for the reappointment as the Directors of the Company.
 
 Mr. Sudhindar Krishan Khanna was appointed as an Additional Director of
 the Company w.e.f. November 03, 2011. Pursuant to the provisions of
 section 260 of the Companies Act, 1956, Mr. Sudhindar Krishan Khanna
 holds the office till the ensuing Annual General Meeting and is
 eligible for appointment as the Director of the Company. A brief
 profile of Mr. Sudhindar Krishan Khanna who is proposed to be appointed
 as Director of the Company is given in the corporate governance section
 of the annual report.
 
 Mr. Sosale Shankara Sastry and Mr. Srikant Madhav Datar were appointed
 as Additional Directors of the Company w.e.f. July 24, 2012. Pursuant
 to the provisions of section 260 of the Companies Act, 1956, Mr. Sosale
 Shankara Sastry and Mr. Srikant Madhav Datar holds the office till the
 ensuing Annual General Meeting and are eligible for appointment as the
 Directors of the Company. A brief profile of Mr. Sosale Shankara Sastry
 and Mr. Srikant Madhav Datar who are proposed to be appointed as the
 Directors of the Company is given in the corporate governance section
 of the annual report.
 
 AUDITORS
 
 The statutory auditors, M/s. S.R. Batliboi & Co. Chartered Accountants,
 retire at the conclusion of the ensuing Annual General Meeting and they
 have confirmed their eligibility and willingness to be re-appointed.
 The Audit Committee and the Board of Directors recommend the
 reappointment as statutory auditors of M/s. S.R. Batliboi & Co.,
 Chartered Accountants for the financial year 2012-13 for shareholders''
 approval.
 
 TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF
 
 Pursuant to the provisions of section 205A (5) of the Companies Act,
 1956, the dividend declared and paid by the Company and which have
 remain unpaid or unclaimed for a period of seven 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 205C of the said Act. The details of the
 unpaid/unclaimed dividend that will be transferred to IEPF A/c in
 subsequent years are given in the corporate governance section of the
 annual report.
 
 FIXED DEPOSITS
 
 Your Company has not accepted any fixed deposits.
 
 AWARDS AND RECOGNITIONS
 
 As your Company pursues excellence relentlessly, your Company is
 delighted to receive phenomenal share of recognitions and awards this
 year, not just from the media, but also from analysts, governing
 bodies, academic institutions, partners and even customers. Some of the
 key accolades received during the year include:
 
 - The Company has been ranked in Forbes Asia''s prestigious annual
 listing of the 50 best publicly traded companies in ''Asia Pacific
 called Asia Fab 50 companies''.  The Company made it to this list for
 the second consecutive year.
 
 - The Company has been recognized as a leader in Gartner''s Magic
 Quadrant for Data Center Outsourcing and Infrastructure Utility
 Services, North America.
 
 - The Company bagged 4 awards at the Top Ranking Performers Awards
 2011, APAC hosted by Contact Center World- the Global Association for
 Contact Center Best Practices & Networking. The Company won 2 Gold
 Medals for Best Customer Services and Best Incentive Scheme, a Silver
 Medal for Best Recruitment Campaign and a Bronze Medal for Best Large
 Contact Centre. The Company won Contact Center World''s Top Ranking
 Performers Awards for the second consecutive year.
 
 - The Company was felicitated with 3 prestigious recognitions at the
 Asia''s Best Employer Brand Awards 2011, hosted jointly by World HRD
 Congress, Employer Branding Institute and Stars of the Industry Group.
 The Company won the awards under 3 categories namely ''HR Professional
 of the Year'', ''Innovation in Recruitment'' and ''Managing Health at
 Work''.
 
 - The Company has been awarded the ''Excellence in Education Award'' for
 2011 by the Life Office Management Association, a premier Educational
 Institution in US, providing training and certification in Life &
 Annuity. This is the 7th time HCL has been bestowed with this Award - a
 unique feat achieved by any Indian IT Company.
 
 - The Institute of Company Secretaries of India awarded ''Certificate of
 Recognition'' to the Company for adopting excellent practices in
 Corporate Governance in the year 2011.
 
 - The Company has been felicitated with the prestigious Nasscom
 Innovation Award 2012 for ''Market Facing Innovation''. The award was
 given in recognition of HCL''s distinctive external facing business
 models and processes that make an effective impact on clients.
 
 - The Company has been conferred with the prestigious Asian Human
 Capital Summit 2011 award by the Ministry of Manpower Singapore and
 INSEAD for its innovative and impactful people practices centered on it
 Employees First, Customer Second Philosophy.
 
 SUSTAINABILITY
 
 Responsible corporate citizenship has been a part of our core values
 and sustainability has been the driving factor in many of our
 initiatives. Today, the sustainability office runs a multi-layered
 corporate program to drive our sustainability vision. We partner with
 multiple stakeholders to form an inclusive working group to create
 policies, processes and other organizational measures.  We believe that
 responsible investments in sustainability will generate long term value
 for all our stakeholders by improving competitiveness and reducing
 risk.
 
 In our everyday practice as a ''Responsible Business'' we focus
 Value-centricity, Trust through transparency and Employees First and
 employees are taking the lead in driving innovation. The initiative
 taken by the Company on sustainability are given in detail in the
 sustainability report for the year 2011-12 which is being hosted on the
 website of the Company.
 
 ORGANIZATION EFFECTIVENESS
 
 The Company sees the changing landscape and market conditions as an
 opportunity to build leadership in the information technology services
 space, through creation of robust business and people models to enhance
 its share of the customer wallet.
 
 The Organization Effectiveness (OE) function is currently engaged in
 creating mature people models to leverage human capabilities, thereby
 generating higher value at the customer-employee interface, which would
 propel the Company into the next phase of growth globally. It would
 translate into improved margins, productivity and resource utilization
 apart from creating robust talent processes & systems.
 
 OE has made a significant impact through rolling out role & competency
 framework and has integrated it with the HR and
 
 Business processes. The function has made significant achievements in
 bringing sharper focus to management performance and created a pool of
 leaders through identification and grooming of High-Potential
 employees.
 
 The role and competency framework is currently being used by about 80%
 of the organization in designing the right delivery structures, 100% of
 the organization for deployment, hiring and leadership capability
 building. The redesigned performance appraisal system has covered more
 than 35,000 employees in the organization and in the subsequent phases
 over the next few months all employees would be touched. OE rolled out
 a high potential identification and progression program at the bottom
 of the pyramid (Developer, Leads etc.) for 6000 employees and provides
 discontinuous growth opportunities to them in their careers.
 
 There are two unique people practices that touched new highs during the
 year- 360 degree feedback - 360 degree feedback aims to build an
 organization culture that fosters the spirit of collaboration and
 partnership. Manager can receive feedback from everyone who falls under
 his/her span of influence rather than the span of control. It touched
 more and more employees and more managers and leaders got specific and
 action-able feedback for development.
 
 EPIC (Employee Passion Indicative Count) - EPIC is a year- long
 initiative which begins with identifying the Top Passion Drivers of an
 individual through a self assessment. It also touched new highs in
 participation and post feedback actions. More than 70% employees and
 their managers participated in EPIC. The initiative epitomizes
 different strokes for different folks by recognizing the uniqueness of
 every individual. This ensures that as we scale, we do not treat
 employees as employee numbers and even as we scale, we remain small and
 familiar to every employee of the Company.
 
 LEARNING AND DEVELOPMENT
 
 The Company''s Learning & Development (L&D) provide integrated and
 comprehensive professional learning strategy focusing on development of
 employees aligned to the Employees First, Customers Second strategy,
 and driving key business outcomes.
 
 L&D is a fully integrated function that provides professional, sales,
 and leadership development across Company. It offers specifically
 designed learning opportunities that meet the needs for the business at
 all stages of its life cycle.
 
 L&D recognizes that grooming employee into globally competitive leaders
 requires an extensive and nurturing ecosystem. The team works closely
 with business leaders to develop strategies and learning solutions that
 meet the performance imperatives of the employees of the Company.
 L&D''s primary responsibility is to prepare a pipeline of specialists
 and nurture these individuals for current and future opportunities.
 L&D creates and delivers role-focused learning programs and business
 aligned learning opportunities to strengthen business competencies thus
 maximizing billability. With five verticals, Leadership excellence,
 Performance excellence, Sales excellence, Performance consulting and
 Learning Centre of Excellence, L & D is able to offer its services to
 all in the organization.
 
 Leaders and employees are encouraged to teach, share their experiences
 and to mentor employees, enriching and accelerating the pace of
 learning. The team uses appropriate learning methods and technologies
 to deliver learning to all employees globally. L&D partners with
 educational institutions, education providers and alliance partners to
 augment internal learning capabilities.
 
 EMPLOYEES FIRST, CUSTOMERS SECOND
 
 One small idea can ignite a revolution just as a single matchstick can
 start a fire. One such idea - putting Employees First and Customers
 Second (EFCS) - sparked a revolution in your Company.
 
 Conventional wisdom, of course, says that companies must always put the
 customer first. However, EFCS is build on the belief that in any
 services business true value is created in the interface between the
 customer and the employee. So, by putting employees first, you can
 bring about fundamental change in the way a company delivers value to
 its customers and differentiates from its competitors. Through a
 combination of engaged employees and accountable management a company
 can create extraordinary value for itself and its customers.
 
 By practicing this philosophy, our organization has changed its
 business model, nearly tripled its annual revenues, doubled its market
 capitalization, expanded its employee''s base five folds and has been
 featured in globally renowned publications and discussed in mainstream
 media. Some of the unique initiatives which we practice to make EFCS a
 way of life are:-
 
 - SSD (Smart Service Desk) makes the enabling functions accountable to
 the employees and resolve any issues that they may have within a
 stipulated time. The right to close or open a ticket lies with the
 employee and their satisfaction on the nature of the resolution made.
 With SLA attached to each issue raised, employees are empowered to
 question the enabling functions and can view/monitor the movement of
 their issue online.
 
 - Directions- An annual event where the senior management along with
 the CEO conduct a face-to-face meeting with all the employees to
 discuss Company''s strategy, new processes and policies and what they
 think should be done in the next year- i.e., together, with the
 employees the senior leadership charts out the directions for the
 Company for the next year. Around 25,000 employees were touched by 16
 sessions across the globe and sessions were broadcasted to more than
 50,000 employees.
 
 - Value Portal- This online platform empowers the employee to think on
 innovative lines and generate value- add ideas that are in-line with
 the customer''s business and technical engagement. The ideas across the
 Company are available in this central repository to enable best
 practice sharing.
 
 - U&I- U&I is an online blog and discussion forum run by the CEO, each
 employee gets an opportunity to raise issues, share thoughts and ideas
 as well as debate directly with the CEO.
 
 - MAD JAM (Make A Difference Jamboree) is focused on enhancing the
 culture of innovation in the organization and focuses on celebrating
 Transformers by recognizing them for their innovative and unique ideas.
 More than 20,000 HCLites engaged, 1000 innovators sent their ideas.
 Customer On-Boarding was chosen as the MAD IDEA 2011 and Mobility
 Solutions was chosen as the INNOVATOR''S MAD IDEA by the other idea
 teams present during the finale.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 Disclosures of particulars as required by the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, are set
 out in the Annexure 1 included in this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 A statement of responsibility of the Directors relating to compliance
 with the financial accounting and reporting requirements in respect of
 the financial statements, as specified under section 217(2AA) of the
 Companies Act, 1956 inserted by the Companies (Amendment) Act, 2000, is
 annexed as Annexure 2 to this Report.
 
 STOCK OPTIONS PLANS
 
 1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option
 Plan
 
 The details of these plans have been annexed as Annexure 3 to this
 report.
 
 DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956
 
 Except as disclosed elsewhere in the report there have been no material
 changes and commitments, which can affect the financial position of the
 Company between the end of the financial year and the date of this
 report.
 
 As required under section 217(2A) of the Companies Act, 1956, read with
 the Companies (Particulars of Employees) Rules, 1975, as amended, the
 names and other particulars of employees are set out in the Annexure 4
 included in this Report.
 
 ACKNOWLEDGEMENTS
 
 The Board wishes to place on record its appreciation to the
 contribution made by the employees of the Company and its subsidiaries
 during the year under review. The Company has achieved impressive
 growth through the competence, hard work, solidarity, cooperation and
 support of employees at all levels.  Your Directors thank the
 customers, clients, vendors and other business associates for their
 continued support in the Company''s growth. The Directors also wish to
 thank the Government Authorities, Financial Institutions and
 Shareholders for their cooperation and assistance extended to the
 Company.
 
                             For and on behalf of the Board of Directors
 
 
 Noida (U.P.), India                                          SHIV NADAR
 
 July 25, 2012                       Chairman and Chief Strategy Officer