HCL Technologies Directors Report, HCL Tech Reports by Directors

HCL Technologies

BSE: 532281|NSE: HCLTECH|ISIN: INE860A01027|SECTOR: Computers - Software
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Directors Report Year End : Jun '15    « Jun 14
Dear Shareholders,
 The Directors have immense pleasure in presenting the Twenty Third
 Annual Report together with the audited financial statements for the
 year ended June 30, 2015.
 Key highlights of the financial results of your Company for the year
 ended June 30, 2015 are as under:
                                             (in crores)
 Particulars                            Consolidated
                                   2015            2014
 Total Income                 37,840.68       32,821.06
 Total Expenditure            28,723.62       24,903.73
 Profit before tax             9,117.06        7,917.33
 Provision for tax            (1,815.11)      (1,409.57)
 Share of profit of 
 associates                       39.90           20.06
 Share of profit of minority 
 interest                        (24.78)         (18.31)
 Profit for the period         7,317.07        6,509.51
 Balance in Statement of 
 Profit and Loss brought 
 forward                      13,301.04        8,305.19
 Transfer from debenture 
 redemption reserve due to          500               - 
 redemption of debentures
 Amount available for 
 appropriation                21,118.11       14,814.70 
 Dividend and Corporate 
 dividend tax                  2,824.86          813.66
 Transfer to general reserve        650          600.00
 Transfer to debenture 
 redemption reserve                   -          100.00
 Balance carried forward 
 to the balance sheet         17,643.25       13,301.04
 Particulars                          Standalone
                                   2015            2014
 Total Income                 18,352.94       17,156.49
 Total Expenditure            10,654.40        9,758.83
 Profit Before tax             7,698.54        7,397.66
 Provision for tax            (1,352.59)      (1,413.04)
 Share of profit of 
 associates                           -               -
 Share of profit of minority 
 interest                             -               -
 Profit for the period         6,345.95        5,984.62
 Balence in statement of 
 profit and Loss brought 
 forward                      11,068.08        6,597.12
 Tansfer debenture redumption 
 reserve due to redumption 
 of debenture                       500               -
 Amount available for 
 approprition                 17,914.03       12,581.74
 Dividend and Corporate 
 dividend tax                  2,824.86          813.66
 Transfer to general reserve        650          600.00
 Transfer to debenture 
 redumption reserve                   -          100.00
 balence carried forward to 
 the Balence Sheet            14,439.17       11,068.08
 On a standalone basis, the Company achieved revenue of Rs. 18,352.94
 crores in the financial year 2014-15 as compared to Rs. 17,156.49 crores
 in the financial year 2013-14, registering a growth of 6.97%. The
 profit for the financial year 2014-15 is Rs. 6,345.95 crores as compared
 to Rs. 5,984.62 crores in financial year 2013-14, registering a growth of
 On a consolidated basis, the Company achieved revenue of Rs. 37,840.68
 crores in the financial year 2014-15 as compared to Rs. 32,821.06 crores
 in the financial year 2013-14, registering a growth of 15.29%. The
 profit for the financial year 2014-15 is Rs. 7,317.07 crores as compared
 to Rs. 6,509.51 crores in financial year 2013-14, registering a growth of
 The state of affairs of the Company is presented as part of Management
 Discussion and Analysis Report forming part of this Report.
 In accordance with the Companies Act, 2013 (the Act) and Accounting
 Standard (AS) - 21 on Consoldiated Financial Statements read with AS-23
 on Accounting for Investments in Associates and AS-27 on Financial
 Reporting of Interests in Joint Ventures, the audited consolidated
 financial statement is provided in the Annual Report.
 During the year, your directors had declared and paid four interim
 dividends as per the details given below:
 No. Interim dividend paid during   Rate of dividend  Amount of
     the year ended June 30, 2015   per share (face   dividend paid
                                    value of 2 each)
 1.  1st Interim Dividend                        12      840.57
 2.  2nd Interim Dividend                         6      420.80
 3.  3rd Interim Dividend                         8      561.94
 4.  4th Interim Dividend                         4      562.28 
     Total                                             2,385.59
 S.  Interim dividend paid during   Dividend 
 No. the year ended June 30, 2015   Distribution      Total Outflow
                                    tax paid by the 
                                    (in crores)
 1.  1st Interim Dividend               136.60               977.17
 2.  2nd Interim Dividend                82.65               503.45
 3.  3rd Interim Dividend               105.55               667.49
 4.  4th Interim Dividend               114.47               676.75
     Total                              439.27             2,824.86
 The Board of Directors in its meeting held on August 3, 2015, has
 declared an interim dividend of Rs. 5 per equity share of face value of Rs.
 2 each for the year 2015-16. The Directors did not recommend final
 dividend for the year ended June 30, 2015.
 For the year ended June 30, 2015, on a standalone basis, your Company
 has transferred Rs. 650 crores to the General Reserve Account. The
 balance amount of Rs. 500 crores in the Debenture Redemption Reserve
 Account has been transferred back to the Statement of Profit and Loss
 on account of redemption of debentures.
 Bonus Shares
 During the year, 70,28,47,961 equity shares of Rs. 2 each fully paid-up
 were issued as Bonus shares by way of capitalization of a sum of Rs.
 140,56,95,922 from the Securities Premium Account of the Company for
 issue of bonus shares in the proportion of one equity share for every
 one equity share held by the equity shareholders of the Company on the
 record date of March 20, 2015.
 Shares allotted under Employees Stock Option Plans
 During the year, the Company allotted 31,54,076 equity shares of Rs. 2
 each fully paid up under its Employees Stock Option Plans.
 Issued and Paid-up share capital as on June 30, 2015
 As on June 30, 2015, the issued, subscribed and paid-up share capital
 of the Company was Rs. 2,81,19,56,836 divided into 1,40,59,78,418 equity
 shares of face value of Rs. 2 each.
 During the year, the Company has redeemed the outstanding debentures
 worth Rs. 500 crores. The details of the debentures issued and redeemed
 are given below:
 Date of          Amount   Coupon 
                           Rate       Maturity          Redeemed
 Issue            (in 
                  crores) (Payable    Date              on
 August 25, 2009  170      7.55%      August 25, 2011   August 25, 2011
 August 25, 2009  330      8.20%      August 25, 2012   August 25, 2012
 September 10, 
 2009             500      8.80%      September 10, 
                                      2014              September 10, 
 The debentures were secured by way of mortgage(s) and/ or charges on
 the specific movable / immovable properties of the Company whether
 existing / future. The charges have since been released.  The Company
 has paid the interest due on these debentures on time and nothing is
 payable as on date.
 The Management Discussion and Analysis Report, in terms of Clause 49 of
 the Listing Agreement, is attached and forms part of this Report.
 As on June 30, 2015, the Company has 73 subsidiaries and 3 associate
 companies. There has been no material change in the nature of the
 business of the subsidiaries.
 As per the provisions of Section 129(3) of the Act, a statement
 containing salient features of the financial statements of the
 Company''s subsidiaries (which includes associate companies and joint
 ventures) in Form AOC-1 is attached to the financial statements of the
 As per the provisions of Section 136 of the Act, the financial
 statements of the Company, standalone and consolidated along with
 relevant documents and separate audited accounts in respect of
 subsidiaries, are available on the website of the Company. 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.
 During the year, the Company had incorporated the following step down
 No. Name                                  Country of Incorporation
 1.  HCL Technologies Columbia S A S       Columbia
 2.  HCL Technologies Middle East FZ- LLC  United Arab Emirates
 3.  HCL Technologies Italy S.p.A.         Italy
 4.  HCL Istanbul Bilisim Teknolojileri
     Limited Sirketi                       Turkey
 5.  HCL Technologies Greece
     Single Member P.C.                    Greece
 6.  HCL Technologies, SA                  Venezuela
 7.  HCL Technologies (Beijing) Co., Ltd   China
 8.  HCL Technologies Luxembourg S.a.r.l   Luxembourg
 9.  HCL Technologies Egypt Ltd            Egypt
 10. HCL Technologies (Thailand) Limited   Thailand
 11. HCL Technologies Estonia OU           Estonia
 In addition to the above, HCL Foundation was incorporated as a
 wholly-owned subsidiary of the Company on December 30, 2014 under
 Section 8 of the Act with the sole objective of undertaking Corporate
 Social Responsibility activities.
 The Company has entered into a Joint Venture (JV) agreement with
 Computer Sciences Corporation (CSC) and in terms of the said JV
 agreement two new companies viz., Celeriti Solutions Limited (in which
 the Company will hold 51% shareholding) and Celeriti Software and
 Services Limited (in which the Company will hold 49% shareholding) have
 been incorporated in UK. In terms of another JV agreement with CSC, a
 step-down subsidiary of the Company viz. HCL Joint Venture Holdings
 Inc. has been incorporated in USA.
 As on June 30, 2015, the Company and its subsidiaries had 15 branches.
 Subsequent to June 30, 2015, the subsidiary of the Company in Dubai has
 set up one branch in mainland Dubai.
 Axon Solutions Inc., a step down subsidiary of the Company (Axon
 Solutions) held 49% shares of a Joint Venture Company, Axon Puerto
 Rico, Inc. (JV). During the year, the entire shareholding held by Axon
 Solutions in the JV was sold to the Joint Venture partner for cash
 Bywater Limited, a step down subsidiary of the Company which was not in
 operations was closed w.e.f. January 13, 2015.
 HCL BPO Services (NI) Limited, a step down subsidiary of the Company,
 undertook restructuring of its operations. As part of this exercise,
 the business, assets and liabilities relating to business process
 outsourcing and other related IT services in Northern Ireland were sold
 for a cash consideration to Axon Solutions Limited, which is another
 step down subsidiary of the Company.
 The Board of Directors consists of nine members, of which six are
 Independent Directors. The Board also comprises of two women Directors.
 Pursuant to Section 149 of the Act, Mr. Amal Ganguli (DIN 00013808),
 Mr. Keki Mistry (DIN 00008886), Mr. Ramanathan Srinivasan (DIN
 00575854), Ms. Robin Ann Abrams (DIN 00030840), Dr. Sosale Shankara
 Sastry (DIN 05331243) and Mr.  Subramanian Madhavan (DIN 06451889) were
 appointed as Independent Directors of the Company in the Annual General
 Meeting (AGM) held on December 4, 2014.
 The Independent Directors were appointed for a tenure starting from
 December 4, 2014 and ending on the date of AGM for the year ending
 March 31, 2019. However, the tenure shall not go beyond December 3,
 2019. The terms and conditions of appointment of Independent Directors
 are as per Schedule IV of the Act. The Independent Directors have
 furnished the certificate of independence stating that they meet the
 criteria of independence as mentioned under Section 149 (6) of the Act
 and Clause 49 of the Listing Agreement.
 Mr. Srikant Madhav Datar (DIN 01893883), Director of the Company
 retired at the AGM of the Company held on December 4, 2014 and it was
 resolved not to fill the vacancy so caused.
 The appointment of Mr. Shiv Nadar as the Managing Director of the
 Company for a period of five years from February 1, 2012 to January 31,
 2017 was approved by the shareholders of the Company under the
 provisions of the erstwhile Companies Act, 1956. The provisions of the
 Act, which became effective from April 1, 2014, required that the
 Managing Director who has attained the age of 70 years, during his
 tenure, shall continue the employment as the Managing Director only
 with the approval of the members of the Company by way of a special
 resolution.  Accordingly, approval of the members was obtained for Mr.
 Shiv Nadar to continue as the Managing Director of the Company, beyond
 the age of 70 years, through special resolution passed in the AGM of
 the Company held on December 4, 2014.
 As per the provisions of Section 152 (6) of the Act, Mr. Sudhindar
 Krishan Khanna (DIN 01529178) shall retire by rotation at the ensuing
 Annual General Meeting and being eligible, has offered himself for
 re-appointment as the Director of the Company.
 As per the provisions of Section 203 of the Act, which came into effect
 from April 1, 2014, your Board of Directors noted the following persons
 as the Key Managerial Personnel:
 - Mr. Shiv Nadar, Managing Director,
 - Mr. Anant Gupta, Chief Executive Officer,
 - Mr. Anil Kumar Chanana, Chief Financial Officer and
 - Mr. Manish Anand, Company Secretary
 The Policies of the Company, in regard to: a) Policy for selection of
 Directors and determining Director''s independence; and b) Remuneration
 Policy for Directors, Key Managerial Personnel and other employees are
 provided in the Corporate Governance Report forming part of this
 During the year, four meetings of the Board were held. The details of
 the meetings are provided in the Corporate Governance Report forming
 part of this Report.
 The details of familiarization programme have been provided under the
 Corporate Governance Report forming part of this Report.
 The Nomination and Remuneration Committee (NRC) of the Company approved
 checklists for evaluation of performance of the Board, the Committees
 of the Board and the individual Directors. NRC evaluated the
 performance of individual directors.
 In terms of the provisions of the Act and Clause 49 of the Listing
 Agreement, the Board of Directors carried out an annual evaluation of
 its own performance, the performance of the Board Committees and the
 individual directors by using the checklists approved by NRC.
 The Board also evaluated the performance of its own and of its
 committees on the basis of the criteria such as the composition of
 Board and committees, structure and composition, effectiveness of
 processes, information and functioning, etc.
 In a separate meeting of the Independent Directors, performance of the
 Non-Independent Directors, the Board as a whole and the Chairman were
 M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, were appointed as
 the Statutory Auditors of your Company in the last Annual General
 Meeting held on December 4, 2014 for a term of five years until the
 conclusion of the Twenty Seventh AGM of the Company to be held in the
 year 2019. As per the provisions of Section 139 of the Act, the
 appointment of the Statutory Auditors is required to be ratified by
 Members at every Annual General Meeting. Accordingly, the appointment
 of M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory
 Auditors of the Company, shall be placed for ratification by the
 Members in the ensuing Annual General Meeting. In this regard, the
 Company has received a certificate from the Auditors to the effect that
 the ratification of their appointment, if made, would be within the
 limits prescribed under Section 141 of the Act and that they are not
 disqualified to act as Auditors within the meaning of the said section.
 There are no qualifications, reservations or adverse remarks made by
 M/s S.R. Batliboi & Co. LLP, Statutory Auditors in their report for the
 financial year ended June 30, 2015. The Statutory Auditors have not
 reported any incident of fraud to the Audit Committee of the Company
 during the year under review.
 In terms of Section 204 of the Act, Dr. S. Chandrasekaran, Practicing
 Company Secretary was appointed as the Secretarial Auditor of the
 Company. The report of the Secretarial Auditor is enclosed as Annexure
 1 to this Report. The report is self-explanatory and does not call for
 any further comments.
 Pursuant to section 134(3)(a) and section 92(3) of the Act, the extract
 of the Annual Return in Form MGT-9 is enclosed as Annexure 2 to this
 The Nomination and Remuneration Committee has formulated the criteria
 for determining the qualifications, positive attributes and
 independence of directors in terms of its charter. The Company''s policy
 on directors'' remuneration pursuant to section 178(3) of the Act has
 been disclosed in the Corporate Governance Report, which forms part of
 this Report.
 The Audit Committee comprises of four Independent Directors namely, Mr.
 Amal Ganguli, Ms. Robin Ann Abrams, Mr. Subramanian Madhavan and Mr.
 Keki Mistry. During the year, all the recommendations made by the Audit
 Committee were accepted by the Board.
 The Board of the Company has formed a Risk Management Committee to
 inter-alia assist the Board in overseeing the responsibilities with
 regard to the identification, evaluation and mitigation of operational,
 strategic and external environmental risks.  In addition, the Audit
 Committee is also empowered to oversee the areas of risks and controls.
 The Company has developed and implemented a Risk Management Policy that
 ensures the appropriate management of risks in line with its internal
 systems and culture.
 The Company''s internal financial control systems are commensurate with
 its size and the nature of its operations. The controls are adequate
 for ensuring the orderly and efficient conduct of the business and
 these controls are working effectively. These controls have been
 designed to provide reasonable assurance with regard to recording and
 providing reliable financial and operational information, adherence to
 the Company''s policies, safe-guarding of assets from unauthorized use
 and prevention and detection of frauds and errors.
 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 been
 disclosed in the financial statements.
 None of the transactions with related parties falls under the scope of
 section 188(1) of the Act. Information on transactions with related
 parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of
 the Companies (Accounts) Rules, 2014 are given in Annexure 3 in Form
 AOC-2 and the same forms part of this Report.
 The Corporate Social Responsibility (CSR) committee comprises of three
 members, namely Mr. Shiv Nadar, Ms. Roshni Nadar Malhotra and Mr.
 Subramanian Madhavan. The Committee is inter-alia responsible for
 formulating and monitoring the CSR Policy of the Company. A brief
 outline of the CSR Policy of the Company and the initiatives undertaken
 by the Company on CSR activities during the year are set out in
 Annexure 4 of this Report in the form as prescribed in the Companies
 (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy is
 available on the website of the Company.
 Pursuant to the provisions of Section 124(5) of the Act, the dividend
 amounts which have remained 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 125 of the Act. The details
 of unpaid/unclaimed dividend that will be transferred to IEPF in
 subsequent years are given in the corporate governance section of the
 Annual Report.
 Your Company has not accepted any deposits from public.
 The Corporate Governance Report, in terms of Clause 49 of the Listing
 Agreement, along with the Statutory Auditors'' certificate thereon is
 enclosed and forms part of this Report.
 The Securities and Exchange Board of India (SEBI) vide its circular
 dated August 13, 2012 has mandated inclusion of Business Responsibility
 Report (BRR) as part of the Annual Report for top 100 listed
 companies. Pursuant to these provisions if a listed Company publishes
 the Sustainability Report based on internationally accepted reporting
 framework along with a mapping of the BRR as stated in the SEBI
 Circular, it would be treated as sufficient compliance of this
 For the financial year 2014-15, as the Company has prepared its
 sustainability report based on the internationally accepted reporting
 framework and the principles stated under the above SEBI circular have
 been mapped with the Sustainability Report, no separate BRR has been
 prepared by the Company. The Mapping and the Sustainability Report are
 available on our website at
 Based on the requirements under SEBI (Prohibition of Insider Trading)
 Regulations, 2015, the ''Insider Trading Code'' to regulate, monitor and
 report trading by insiders and the ''Code of Practices and Procedures
 for fair disclosure of Unpublished Price Sensitive Information'' are in
 Your Company relentlessly pursues excellence and is delighted to
 receive phenomenal share of recognitions and awards this year, not only
 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:
 - Ranking in Forbes Asia''s prestigious annual listing of the 50 best
 publicly traded companies in Asia-Pacific called ''Asia''s Fab 50
 Companies''. The Company has made it to this list for the sixth
 consecutive year.
 - ''IT Outsourcing Project of the Year Award'' by European Outsourcing
 Association for successful IT Transformation project for a leading
 multinational pharmaceutical firm.
 - ''Technology Innovation Accelerated Award'' at Intel Developer Forum
 2014, in the Consumer Solution category for its Intel Galileo - based
 Building Automation System (BAS).
 - Recognition as a Top Employer in UK for the ninth consecutive year
 for its best HR practices.
 - Company''s transformation strategy has been showcased as a case study
 in Human Capital Insights-Inspiring practices for Asia, from Asia by
 Human Capital Leadership Institute, a strategic Alliance between
 Singapore Ministry of Manpower, Singapore Economic Development Board
 and Singapore Management University.
 - Two Gold Awards in the ''Brand Activation & Promotion'' and ''Direct
 Response - Digital'' categories at India''s leading Advertising/Marketing
 award platform, the Abbys.
 - ''2015 Forrester Groundswell Award'' in the category of Social Reach
 Marketing (B2B).
 - National Outsourcing Association award for ''Outsourcing Service
 Provider of the Year 2014''.
 - Frost & Sullivan''s 2015 CIO Impact Awards in the categories
 Enterprise Social Networking, Mobility and Cloud Computing.
 - ''TISS LeapVault CLO Gold Award 2014'' under the Blended Learning
 Program category for Project Management Structured Effectiveness
 Program (PMStEP).
 - Positioned as a ''Leader'' in IDC MarketScape for Worldwide Cloud
 Professional Services 2014 Vendor Assessment.
 - Recognition as life sciences IT outsourcing Leader and a Star
 Performer by the leading advisory and research firm, Everest Group in
 its PEAK Matrix Assessment 2014 report on IT Outsourcing in Life
 Sciences Industry.
 - Two International ECHO Awards from the Direct Marketing Association
 (DMA) for its CoolestInterviewEver campaign.
 Your Company believes in a better tomorrow and based on this strong
 belief has embarked on a Sustainability 2020 programme.  The Company''s
 continuous focus on improving all aspects of sustainability
 demonstrates its commitment to a sustainable tomorrow without
 compromising on the well-being of its employees today. To do this, the
 Company partners with multiple stakeholders to form an inclusive
 working group to create policies, processes and other organizational
 measures. Today, the Company''s sustainability department runs a
 multi-layered corporate program to drive the sustainability vision.
 The ongoing success of the programme depends on a consistent and
 sustainable vision, ease and flexibility of implementation and most
 importantly Employee Engagement. The sustainability actions are a part
 of everyday operations and the Company believes that responsible
 investments in sustainability will generate long term value for all the
 stakeholders by improving competitiveness and reducing risk.
 Sustainability can be created when we are able to integrate broader
 societal concerns into business strategy and performance as part of the
 Company''s business model. This common sense of ownership can be
 realized by incorporating the interests of all those with whom the
 Company has mutually dependent relationships.
 The initiatives taken by the Company on sustainability are given in
 detail in the Sustainability Report for the year 2014-15 which is
 hosted on the website of the Company.
 Last year, your company''s endeavor was to build a future ready
 organization. To engage the next generation of workforce and to help
 your Company find talent for opportunities seamlessly, the Company has
 further shaped its people practices under the umbrella of Design U2.0.
 Design U2.0 is a journey of self- discovering and development by which
 individuals in an organization take responsibility for optimizing their
 future readiness and will deliver on the four capability areas of
 Listen, Collaborate, Ideate and Create for the individual and
 organization both. Analytics, social collaboration, live feedback for
 performance, development and value creation are the areas your Company
 has invested in. Here are some examples of how the practices adopted by
 the Company have evolved and seen external recognition:
 Career Management
 Employees have recast their roles as CEO of their own careers.
 Employees access the Company''s career architecture, understand what it
 takes to be selected for each opportunity and go through a job based
 integrated curriculum to advance their career aspirations on a social
 career management platform. The managers and unit heads themselves have
 come together to create reference - able career development plans to
 move from one job to another for the Company''s employees. Plans found
 useful by the network are further endorsed for wide adoption. This
 effort by the network and for the network is a big draw for career
 In this social career management platform, employees can refer internal
 opportunities to other employees and can anonymously vote their career
 advice to a fellow employee. Business groups are already utilizing this
 platform to internally identify the talent pipeline for roles they have
 in newer areas like Digital and IOT (Internet of Things).
 Corporate Executive Board, an external global research company, has
 selected the Company''s process as a material proof of how social career
 management can be accomplished and is advocating it as best practice to
 Fortune 500 companies. People Matters and the Learning and Organization
 Development roundtable have recognized this as amongst the best talent
 management practices in Asia. The Company''s employees who have authored
 this framework have been published in reputed management journals.
 Performance Management
 The Company has made the employees responsible for establishing
 expectations and seeking feedback at every role that is assigned. The
 employees have been enabled to influence their network of peers to
 co-own goals. This has helped enable cross functional collaboration and
 interlock. Employees can give and receive help on their goals by making
 them public and also express their likelihood of reaching their goals.
 This process helps the Company improve predictability of business
 performance by accessing real time ground level feedback. This has made
 feedback and expectations exchange more instantaneous and the practice
 itself more social. The above has been enabled on a cloud based
 technology platform.
 Employee Engagement and Feedback
 Understanding employee engagement and views on the employment
 experience periodically in our view is not reflective of the needs of
 the workforce today. Your Company''s employees continue to use the Smart
 Survey platform created to advocate a culture of transparency by
 sharing views triggered at various stages of the lifecycle.
 In the last financial year, your Company not only followed a monthly
 rhythm of measuring employee experience at each event in the employee
 life cycle, but also addressed this with sharp and specific actions for
 different talent segments at different instances of the employee
 experience. More employees participated in giving and receiving
 feedback in the annual cycle as well. This was reinforced because of
 the credibility of this process.
 Talent Management and Leadership Development
 In the 2-year flagship program through which the Company invests in
 leadership, 150 aspiring leaders have graduated to occupy higher
 The Company has in place a talent risk and succession framework for key
 positions. This helps the Company take development and deployment
 decisions for individuals.
 The Company assesses potential for 100% of the workforce.  Every six
 months, the Company proactively look for high performers and
 acknowledge their efforts through a high differentiation of rewards and
 also provide them access to opportunities.
 Value Creation
 The Company has nurtured an atmosphere where employees are taking the
 lead in finding solutions and ideas and then leading them to fruition.
 This culture of innovation defined under Ideapreneurship which is a
 self-sustaining, self-inspired, innovation engine that drives the
 Company forward and prepare as an organization of the future. Every
 employee gets the opportunity to ideate, and where these everyday ideas
 set a new business paradigm.
 Ideapreneurship puts employees at the forefront of innovation where
 they innovate and collaborate with each other and with customers to
 seed, nurture and harvest ideas. This innovation and collaboration
 culture has given rise to a number of platforms (seed platforms) for
 employees to bring about a business impact - The Value Portal, LeadGen,
 MAD JAM and Good Practices Conference.
 Disclosures of particulars as required under section 134(3)(m) of the
 Act read with the Companies (Accounts) Rules, 2014 to the extent
 applicable to your Company, are set out in Annexure 5 to this Report.
 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 clause (c) of sub-section
 3 of section 134 of the Act, is annexed as Annexure 6 to this Report.
 1999 Stock Option Plan / 2000 Stock Option Plan / 2004 Stock Option
 The details of these plans have been annexed as Annexure 7 to this
 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.
 The information required pursuant to section 197(12) of the Act read
 with rule 5(1) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014 are given below.
 a. The ratio of the remuneration of each Director to the median
 remuneration of the employees of the Company for the financial year:
 No. Name of Director                Ratio to median
                                     remuneration of 
 Executive Director
 1.  Mr. Shiv Nadar                           302.39*
 Non-Executive Directors
 2.  Mr. Amal Ganguli                          14.22
 3.  Mr. Keki Mistry                           11.49
 4.  Mr. Ramanathan Srinivasan                 19.64
 5.  Ms. Robin Ann Abrams                      20.11
 6.  Ms. Roshni Nadar Malhotra                 10.55
 7.  Dr. Sosale Shankara Sastry                13.89
 8.  Mr. Subramanian Madhavan                  13.16
 9.  Mr. Sudhindar Krishna Khanna              10.65
 10. Mr. Srikant Madhav Datar**                 6.58
 The remuneration of Non-executive Directors also includes sitting fees
 paid during the year.
 *The ratio has been calculated after taking into account the
 remuneration drawn from the Company as well as the subsidiaries.
 **This information is not comparable as he was Director for part of the
 year .
 b.  The percentage increase in remuneration of each Director, Chief
 Executive Officer, Chief Financial Officer, Company Secretary in the
 financial year:
 No. Names                             % increase in
                                       remuneration in 
                                       the financial 
 1.  Mr. Shiv Nadar*                                 -
 2.  Mr. Amal Ganguli                            84.43
 3.  Mr. Keki Mistry                            100.00
 4.  Mr. Ramanathan Srinivasan                  109.30
 5.  Ms. Robin Ann Abrams                       116.86
 6.  Ms. Roshni Nadar Malhotra                  152.17
 7.  Dr. Sosale Shankara Sastry                  67.54
 8.  Mr. Subramanian Madhavan                   114.20
 9.  Mr. Sudhindar Krishna Khanna                90.26
 10. Mr. Srikant Madhav Datar**                      -
 Key Managerial Personnel
 11. Mr. Anant Gupta (Chief Executive 
     Officer)                                   578.93
 12. Mr. Anil Chanana* (Chief Financial 
     Officer)                                   120.41
 13. Mr. Manish Anand (Company Secretary)        12.82
 *% increase includes remuneration from the subsidiaries.
 **This information is not comparable as he was Director for part of the
 c.  The percentage increase in the median remuneration of employees in
 the financial year:
 d.  The number of permanent employees on the rolls of Company:
 There were 77,210 permanent employees on the rolls of the Company. In
 addition, the Company has 28,897 number of employees on the rolls of
 its subsidiaries.
 e.  The explanation on the relationship between average increase in
 remuneration and Company performance:
 On an average, employees received an annual increase of 7.43% in India.
 The individual increments varied from 12.03% to 2.6%, based on
 individual performance.
 Employees outside India received wage increase varying from 4.2% to
 0.7%. The increase in remuneration of employees in India and outside
 India is in line with the market trends in the respective countries.
 Increase in remuneration of employees reflects the individual''s and
 Company''s performance. The Annual Performance Bonus pay out is also
 linked to organization performance, apart from an individual''s
 f.  Comparison of the remuneration of the key managerial personnel
 (KMP) against the performance of the Company:
                                           (in crores)
 Particulars                    On the basis of
                             Standalone   Consolidated
 Aggregate remuneration of        49.49          55.55
 KMP in FY15
 Revenue (FY15)               18,352.94      37,840.68
 Remuneration of KMP as            0.27           0.15
 percentage of Revenue
 Profit before tax (FY15)      7,698.54       9,117.06
 Remuneration of KMP as            0.64           0.61
 percentage of Profit before 
 g.  Variations in the market capitalisation of the Company, price
 earnings ratio as at the closing date of the current financial year and
 previous financial year:
 Particulars            June 30, 2015   June 30, 2014   % change
 Market Capitalisation        129,312         105,007      23.15
 Price Earnings Ratio           35.52           32.64*      8.82
 * Adjusted for Bonus issue in the year 2015 (1:1)
 h. Percentage increase over decrease in the market quotations of the
 shares of the Company in comparison to the rate at which the Company
 came out with the last public offer:
 Particulars         June 30, 
                     2015       December 24,   December 24,   % change*
                                1999 (IPO)     1999 (IPO)*
 Market Price (NSE)   919.75            580           72.5      1168.6
 Market Price (BSE)   921.05            580           72.5      1170.4
 * Adjusted for Stock Split (face value of Rs. 4 per share sub-divided
 into 2 shares of face value of Rs. 2 each in the year 2000) and adjusted
 for Bonus issue in the year 2007 (1:1) and 2015 (1:1).
 i. Average percentile increase already made in the salaries of
 employees other than the managerial personnel in the last financial
 year and its comparison with the percentile increase in the managerial
 remuneration and justification thereof and point out if there are any
 exceptional circumstances for increase in the managerial remuneration:
 The average annual increase was 7.43%. There is no increase in the
 managerial remuneration during the year.
 j. Comparison of each remuneration of the key managerial personnel
 against the performance of the Company:
 i) On the basis of Standalone accounts
                                                        (in crores)
                      Mr. Shiv 
                      Nadar,      Mr. Anant 
                                  Gupta,      Mr. Anil 
                                              Chanana,    Mr.Manish 
                      Chairman &  Chief 
                                  Executive   Chief 
                                              Financial   Company
                      Strategy    Officer     Officer     Secretary 
 Remuneration in        12.15       28.66        8.14          0.54
 Revenue                               18,352.94
 Remuneration as        0.091       1.156       0.044         0.003
 % of Revenue
 Profit before tax                      7,698.54
 Remuneration as        0.216       0.372       0.106         0.007
 % of Profit 
 before tax
 k. The key parameters for any variable component of remuneration
 availed by the directors:
 The shareholders of the Company in the Annual General Meeting held on
 December 4, 2014 had granted their approval for payment of commission
 not exceeding one percent per annum of the net profits of the Company
 calculated in accordance with the provisions of the Act, to all the
 Non- executive Directors of the Company for a period of 5 years
 beginning from July 1, 2014.
 The said commission is decided each year by the Board of Directors and
 distributed amongst the Non-executive Directors based on their
 attendance and contribution at the Board and certain Committee
 meetings, as well as the time spent on operational matters other than
 at meetings.
 l. The ratio of the remuneration of the highest paid director to that
 of the employees who are not directors but receive remuneration in
 excess of the highest paid director during the year:
 The ratio of remuneration of Mr. Shiv Nadar, the highest paid
 Director to that of Mr. Anant Gupta, President & Chief Executive
 Officer, the highest paid employee is as under:
 a) On Consolidated basis  : 0.58:1
 b) On Standalone basis    : 0.42:1
 m.  Affirmation that the remuneration is as per the remuneration policy
 of the Company:
 The Company affirms that the remuneration is as per the remuneration
 policy of the Company.
 A statement containing the names of the employees employed throughout
 the financial year and in receipt of remuneration of Rs. 60 lacs or more
 and the employees employed for part of the year and in receipt of
 remuneration of Rs. 5 lacs or more per month, pursuant to Rule 5(2) the
 Companies (Appointment and Remuneration of Managerial Personnel) Rules,
 2014 is provided as Annexure 8 to this Report.
 The Company has formulated and published a Whistle Blower Policy to
 provide vigil mechanism for employees including directors of the
 Company to report genuine concerns and to ensure strict compliance with
 ethical and legal standards across the Company. The provisions of this
 Policy are in line with the provisions of the section 177(9) of the Act
 and Clause 49 of the Listing Agreements with Stock Exchanges and are
 available on the website of the Company at
 governance-policies. The details of Whistle Blower Policy forms part of
 the Corporate Governance Report annexed with this Report.
 The Company has in place a Prevention and Redressal of Sexual
 Harassment at Work Place Policy in line with the requirements of Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013. The Company has constituted a committee for the
 redressal of all sexual harassment complaints. These matters are also
 being reported to the Audit Committee. The details of the Policy and
 the complaints are given under Corporate Governance Report and the
 Business Responsibility Report respectively.
 The Board wishes to place on record its appreciation of the significant
 contributions made by the employees of the Company and its subsidiaries
 during the year under review.  The Company has achieved impressive
 growth through competence, hard work, solidarity, cooperation and
 support of the 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
                            For and on behalf of the Board of Directors
 Place: Noida, U.P., India                                  SHIV NADAR
 Date : August 3, 2015             Chairman and Chief Strategy Officer
Source : Dion Global Solutions Limited
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