Other Operating Income includes Exchange Fluctuation Gains(+) / Losses (-) (including unrealised gains/ losses on restatement of trade payable and receivables) Rs (0.2639) million.
1. The above results for the year ended June 30, 2009 have been audited by the statutory auditors. After recommendation by the Audit Committee, these results have been approved and taken on record by the Board of Directors at its meeting held on September 08, 2009.
2. The Board of Directors at the above meeting has recommended a final dividend of Rs 1.50 (75%) per fully paid up equity share of Rs 2/- each for the Financial Year 2008-09. This is subject to approval of the members of the Company at the ensuing Annual General Meeting. The aggregate of interim (quarterly) dividends paid and final dividend recommended represents Rs 6.50 (325%) per fully paid up equity share of Rs 2/- each for the Financial Year 2008-09.
3. The Scheme of Amalgamation ("Scheme") for merging the wholly owned subsidiary Natural Technologies Private Ltd (NTPL) with the Company under sections 391 to 394 of the Companies Act, 1956 sanctioned by Hon´ble High Courts of Delhi and Rajasthan vide their respective orders dated August 11, 2008 and May 29, 2009 has come into effect on July 6, 2009 from the appointed date of July 1, 2008. On the scheme becoming effective, NTPL stands dissolved without winding up. The accounts of the Company on Standalone basis for the quarter and year ended June 30, 2009 include the results of NTPL for twelve months ended June 30, 2009, which are not material. However, the Scheme does not have any impact on the consolidated results.
4. Pursuant to the approval given by the Board of Directors on August 14, 2009, the "Committee of Directors (Securities) at the meeting held on August 24, 2009 approved -
a) Issuance of Convertible Warrants not exceeding Rs 3,22,00 Lakhs, including premium to be determined, to the promoters of the Company.
b)Issuance in the form of Equity shares or Equity linked securities in the domestic and /or international offerings and/ or Qualified Institutional Placements for a value not exceeding Rs 5,00,00 Lakhs, including premium to be determined.
An Extra - ordinary General Meeting is scheduled to be held on September 23, 2009 for taking the shareholders approval for the above.
5. Pursuant to notification u/s 211(3c) of the Company´s Act 1956 issued by the Ministry of Corporate Affairs on March 31, 2009, the Company had opted to accumulate the exchange difference arising on translation of foreign currency items having a term of 12 months or more and amortize such exchange difference over the useful life of the item. Accordingly, a gain of Rs 12 lakhs stands deferred as at June 30, 2009.
6. Tax Expense (Current) has been computed by applying the provisions of Income Tax Act, 1961 to the profits of the financial year ended June 30, 2009, although the actual tax liability has to be computed with reference to the taxable profit for each fiscal year ended March 31.
7. The Finance (No 2) Act, 2009, abolishing Fringe Benefit Tax w.e.f. April 01, 2009 has received assent of President of India on August 19, 2009. Accordingly, no provision has been made for Fringe Benefit Tax for the quarter.
8. Consolidated Results include results of HCL Infinet Ltd. (formerly Microcomp Ltd.), HCL Security Ltd. and HCL Infocom Ltd., wholly owned subsidiaries of the Company and proportionate results of Scout Mobile Internet Services Ltd., a Joint Venture of HCL Infocom Ltd. with Nokia Corporation, Finland with 49% shareholding. The results of HCL Security Ltd are currently not material. HCL Infocom Ltd. and Scout Mobile Internet Services Ltd. are yet to commence commercial operations.
9. The Company on a standalone basis operates in Computer Systems and Telecommunication & Office Automation segments. The Company´s subsidiary HCL Infinet Ltd. operates in Internet & Related Services segment. HCL Security Ltd., engaged in the business of Security & Surveillance solutions, is shown under Telecommunication & Office Automation segment.
10. Figures for previous periods have been regrouped and rearranged, wherever necessary, to conform with the relevant current period´s classification.
Ajai Chowdhary
Chairman & Chief Executive Officer