Hcl info annual report

Contents
Who we are 08
What we offer 10
Our manufacturing facilities 12
Our vision, mission and quality assurance 13
Our service support network 14
Our geographic network 14
System
Milestones 16
integration
Integrating systems for the future 18
Integrating the future through people power 30
Integrating ourselves with a greener tomorrow 32
Awards and accolades 34
Financial highlights 35
Our management team 36
Chairman's message 38
Information & Management Discussion and Analysis 40
communication Report on Corporate Social Responsibility 55
technology
Director's Report 61
Report on Corporate Governance 71
Digital Annual Accounts Parent 84
lifestyle Consolidated Accounts 124
Financials of Subsidiaries 151

HCL Infosystems Annual Report 2008-09 | 01

The future lies in the
seamless integration of
systems and technologies
with business processes…

An integration that facilitates
operations, simplifies
complexities, improves
productivity and enhances the
value delivered to your
customers


+

The World Bank has projected 8% growth for India in 2010,
which will make it the fastest-growing economy and overtaking
China’s expected 7.7% growth.
*Source:World Bank 2009


The Indian economy is one of the fastest growing
economies in the world:

} India’s economy has grown by more than 9% for three
consecutive years,and has seen a decade of 7%+ growth,thereby
enabling the reduction of poverty by 10%.
*Source:Indian Economy Overview,EconomyWatch January 2009

} During this period of stable growth, the performance of the
Indian service sector has been particularly significant.The growth
rate of the service sector was 11.18% in 2007 and now
contributes 53% of GDP.
*Source:Indian Economy Overview,EconomyWatch January 2009

} According to IMF Outlook 2009, global growth is expected to
rebound to 3% in 2010, led by the twin propellers of China and
India,with 8% and 6.5% projected growth respectively.
*Source:IMF Outlook 2009

In theWorld’s Fastest Growing ICT Market
} Indian IT CAGR – 16.4% (IDC/Gartner) ~ 50%
growth expected in next 3 years Indian
53%
} Steep Growth Sectors:
service
sector 53% growth

Telecom – Fastest growing market
45% growth in Broad Band Penetration, the second fastest growing
market in the world. Mobile tele-density of 42.25% & over a billion 9%
population.
*Source:TRAI
Indian
economy 9% growth

Security - Indian security market is estimated to be at around
US$ 1Bn for 2009 and the major sectors will be airports, mass
transports and maritime.The market is estimated to be US$ 9.7Bn
by 2016 8%
*Source:Frost & Sullivan

Growth In Core Sectors - Power, Infrastructure, Health &
India in
2010 : 8% growth

Education

Education Sector - Prime Minister has termed 11th five year plan
as “India's educational plan” Govt. to put 31K Cr in National Skill
Development


Integrated ICT Systems that
seamlessly bridge business
process with customers and
citizen requirements are among
the key drivers for sustaining
these growth plans and HCL is
among the best positioned
Indian companies to address the
growing demand for SI in the
ICT infrastructure development
sector.


HCL’s core strengths make it a leader in the ICT
market...
} HCL is among the largest ICT companies in India networks for the defence sector and the
with an India Facing focus and over three decades of National Internet Backbone Infrastructure for
trusted relationship with our customers Broadband Services
} Stands for quality and innovation, a specialist ICT } The HCL’s “Best Assured” stamp of Quality that
technology player ensures that the best is delivered to our customers
} A pioneer who has played a leading role in moulding } Sustainable Growth through an integrated
the IT industry of India as we see it today environmentally friendly program – HCL ecoSafe
} A range of technology solutions, domain expertise and } One of India's largest distribution and retail network, to
products catering to business needs across the sectors market a range of IT & Digital Lifestyle products
of Telecom, BFSI, Power, e-Governance } A network that reaches out to 93,000 retail outlets
Infrastructure, Health, Education, Media & over 11,000 plus towns
Entertainment, and Retail over the last 3 years } An unmatched service and support infrastructure that
} HCL has executed many large SI rollout projects in India reaches out to all corners of India
including the single largest rollout of ERP licences in } World Class Support Services. Ranked No. 1
the enterprise segment, one of the largest VOIP Company in IT services as per DQ CSA 2009


Who What Our Our vision, mission Our service Our Milestones Integrating
we are we offer manufacturing and quality support geographic 16 systems for
08 10 facilities 12 assurance 13 network 14 network 14 the future 18

Who we are

Incorporated in 1976, HCL
Infosystems Ltd is among the
largest India facing ICT
companies and the pioneers of
modern computing in India
today. HCL is engaged in
developing and implementing
solutions for diverse market
segments across a range of
technologies.


Integrating the Integrating ourselves Awards and Financial Our Chairman's Management Report on
future through with a greener accolades highlights management message Discussion and Corporate Social
people power 30 tomorrow 32 34 35 team 36 38 Analysis 40 Responsibility 55

Part of the $5 billion HCL Enterprise,
HCL Infosystems Ltd. is a leading ICT
Hardware and System Integration
Company, operating in the diverse areas
of ICT Products & Solutions, Systems
Integration, Office Automation, Digital
Lifestyle Products,Managed ISP Services,
Homeland Security and Managed
Network Solutions.

With a clear vision to bring technology
solutions that make a difference to the
lives of the people, HCL has evolved
from being an IT products
manufacturing company in India to
becoming a leading multi-faceted
technology ICT Products, services and
System Integration Company.

Endorsed with ISO 9001-2000
certification for ICT Services & System
Integration and ISO 14001 for
manufacturing, HCL is fast emerging as
the preferred next generation partner
for companies looking to build the
intelligent infrastructure of tomorrow.



What we offer
HCL provides a wide range of product and services for a diverse spectrum of
customers. HCL’s portfolio of products and services encompasses the following:

1 In the Enterprise Segment
ICT and Networking,
Infrastructure Consultancy &
System Integration Facilities Management Service

Our SI practice drives the technology-enabled business We design, roll out and implement large & complex corporate IT
transformation programs of our clients, primarily public & private infrastructures. We offer a range of flexible services to Operate
sector corporations in various sectors and central, state or & Manage the complete ICT & Automation Infrastructure of our
municipal government agencies and entities.We offer turnkey SI clients leveraging our unmatched service network
services that integrate best-in-class products and solutions to
meet the business needs of enterprise across diverse sectors
including:Telecom, e-Governance, BFSI & BFSI Co-Op, Power,
Railways, Health, Security, Media & Entertainment,Airports/Ports,
Defence, Education, and Retail.

IT Audit, Security Compliance
ICT Products & Risk Management

We offer an entire range of IT products which include PCs, We assist customers in evaluating processes and technology to
Notebooks, Servers, Imaging, Printing, Voice & video solutions, secure their infrastructure, security and risk minimizing to meet
Networking Products,TV and FM Radio Broadcasting solutions, their requirements.
Communication & Security solutions

2 In the Consumer and Retail Segment
Computing and Lifestyle Products Digital lifestyle products

We offer a wide range of IT products which include Desktops, , We distribute a broad range of digital lifestyle products that
Laptops, Computer Peripherals & accessories and , Digital lifestyle include Nokia GSM cellular phones and its accessories, iPods,
products. memory devices, digital cameras, and provide the related customer
support services.
We distribute a broad range of digital lifestyle products, that
include Nokia GSM cellular phones and accessories, iPods,
memory devices, digital cameras, and provide the related customer
support services.



ERP Consulting & Services VPN & Managed Network Services

Through strategic associations with Oracle, SAP, Microsoft and We are a licensed Class "A" ISP, ITSP and NLD service provider.
other Software & ERP companies, we offer state-of-the-art IT Our ISP/NLD operations are carried out through a state-of-art
consulting services to align the IT strategy to the business strategy. IP/MPLS network infrastructure that reaches out, across the
country.We provide Data,Voice and Video services, Internet
bandwidth services, and offer a complete range of managed
network services to Enterprises across India.

Strategic Outsourcing Services Security Products and Solutions

We offer a one stop shop for strategic outsourcing of information HCL Security Ltd, a subsidiary of HCL Infosystems Ltd offers end
systems leading to an overall advantage for the customer in to end solutions in the Security & Surveillance domain leveraging
reduction of deployment time, access to a pool of technical on World Class technology alliances.The company has high level
expertise and a lowering the cost of total ownership. expertise in providing seamlessly integrated Global technology
solutions to ensure the safety & security of your infrastructure.

3 In the Education Segment
HCL CDC

HCL Career Development Centres is the training arm of HCL
Infosystems.We bring with us a legacy of excellence that spans
more than three decades.We seek to address the increasing
demand for skilled professionals in the ICT arena by offering a
real world practical training to students on enterprise-wide ICT
deployment and integration assignments, transforming them into
industry-ready professionals.

Education Institutions

We offer a range of technology solutions for the Digital class room & the Digital campus.We are proactively engaged in developing state of
art customised solutions including content for institutions and schools through our Digicampus & Digischool suite of products.

Our distribution and retail network
We have a significant distribution and retail network in India for digital lifestyle, office automation and other ICT products. Our distribution
network includes more than 700 re-distribution stockists, 750 micro-distribution partners and 93,000 dealers. Our distribution and retail
operations cover customers in more than 11,000 towns in India.We also have significant warehousing capacity with facilities in 28 cities in
India.We manage our distribution and retail network by implementing a three-tier distribution model for enhanced reach: (i) we use our
extensive network of re-distributors and dealers to reach towns and villages in India with a population of over 5,000 (ii) we sell products
through organised retailers in larger towns and (iii) we sell products through 65 HCL Digilife stores located in large cities across India.We
believe that our various distribution channels enable us to comprehensively cover the various segments of the Indian market, including
markets that are comparatively under-penetrated.



Our vision Our quality assurance
Together we create the enterprises
of tomorrow. We shall deliver defect-free
products, services and solutions to
meet the requirements of our
external and internal customers, the
first time, every time.

Our mission
To provide world-class information
technology solutions and services to
enable our customers to serve their
customers better.



Our service support network
Focusing on the Indian market through
505 service locations reaching out to
4000 towns, HCL offers a wide
spectrum of services through a Direct
Support Service infrastructure – the
widest in the country.
With a state of art Network Operations Centers, for delivery of
managed network services and the setting up of the Remote
Infrastructure Management center, HCL offers a range of high
availability software & hardware services including operations &
facility management.

We provide 24/7 customer care support for our personal
computer customers through our 'HCL Touch' service.These
services are accessible over, phone, mail, chat & SMS for the
convenience of our customers.

Our geographic network
} Service locations catering to 4,000 towns and cities
} 505 HCL Touch points owned and manned by HCL
} Network of Regional Response centres & contact centers
} 3600+ direct service engineers on field
} 33+ Years of experience in delivering ICT services
} Network of Test & Repair centres backed by logistics chain that reaches to all corners of India
} Certified Test & Repair centres with component level repair capability
} 200 seat training centre with state-of-the-art labs
} Support base of over 3 million assets in 75000+ sites
} Established Escalation & Management Process
} ISO 9001-2008 for ICT Services & System Integration delivery



Milestones

} Hindustan Computers } Indigenously develops an
Limited is born } HCL successfully ships RDBMS, a networking OS
} First 4-bit microprocessor in–house designed Micro – and client server } HCL launched country’s first
based scientific computer Computer at the same architecture in the same Desktop Enterprise PC
made by HCL Labs time as Apple period as global IT peers brand - BusyBee

1976 1978 1983 1985
2004 2005 2006
} HCL Infinet managed Nokia Care } IDC rates HCL Infosystems as a } HCL Infosystems ties up with Apple for
Centres to receive ISO 9001: 2000 number one Desktop PC company in iPod distribution
certification India } HCL completes 30 years in India
} HCL Infosystems maintains No. 1 } HCL Infosystems announces landmark } HCL Infosystems maintains its
position in the Desktop PC segment initiative to increase PC penetration commercial Desktop PC leadership for
for year 2003 and creating computing for masses in the fifth consecutive year
} IDC India – Dataquest Customer India by launching sub 10K PC } HCL Infosystems showcases computer
Satisfaction Audit 2004 rates HCL solutions for the rural markets in India
Infosystems as number one in the } HCL unveils India’s first segment
desktop PC category specific range of notebooks branded –
} HCL Labs brings out HPC solutions for ‘HCL Leaptops’
Indian market } HCL commences production in its ISO
14001 & ISO 9001:2000 certified
manufacturing facility in Rudrapur,
Uttarakhand
} HCL becomes the market leader in
India for Thin Clients



} HCL Infosystems becomes
the first company to cross
the 100k unit milestone in
the Indian Desktop PC
market
} HCL Front Line division } HCL launches HCL } HCL Infinet launched with } HCL launches India’s first
setup to address the BeanStalk - India’s first the announcement of Window XP enabled
emerging market for home Multi-Media Home the national ISP/NLD Beanstalk Media Centre
computers computer policy PC

1993 1995 2000 2003
2007 2008 2009
} HCL Infosystems wins CNBC Awaaz } HCL awarded as one of the best 3 } Largest selling enterprise desktop
consumer award for personal companies to work for in India by brand for the seventh consecutive year
computers Business Today } Recognized as best employer in Indian
} HCL announces ‘HCL ecoSafe’ } HCL unveils the future of personal IT industry 2009 by DQ-IDC survey
program to spearhead its environment computing – unveils next generation, 2009
protection initiatives, launches a new ultra portable, sub Rs.14000/- laptops } HCL ranks No.1 Company in IT
range of eco-friendly Desktop & for the first time in India services as per DQ CSA 2009
Laptops } HCL Digilife chain becomes the most } HCL wins prestigious Dun and
} HCL launches Best Assured Campaign awarded retail chain in 2007-08 Bradstreet Rolta Corporate Award for
} HCL Launches its innovative offering – } HCL Security Ltd. a 100% subsidiary being leaders in the Computer
Data Center in a Box and wins Intel to provide System Integration solutions Hardware and Peripherals category
innovation excellence award for the for security & surveillance
same } Launch of HCL Touch - a pioneering
initiative in the Indian ICT sector for
customer care services.



Integrating systems for the future
Airports /
Telecom
Ports

Health E-Gov

BFSI
Retail

Presence BFSI
Media & Coop
Entertainment

Power
Defense

Security
Education
Railways

The fast-pace of growth in the Indian economy has transformed the way systems and
technologies are deployed. It is seen across verticals and sectors, that organisations are
looking for efficiencies of operations through the use of technology. The more complex
systems and technologies become, the more urgent is the need to ensure their flawless
integration to deliver exceptional value to the users.

To address this growing demand HCL has reoriented its operations to focus increasingly on
system integration solutions to our customers. Our System Integration capabilities span
across a diverse range of services ranging from Consultancy, Solution Design, Selection of
technology components,Project roll outs and Operation & Maintenance services.

We have also developed a range of Hardware & Software products, Processes & Project
management methodologies for various customer verticals including Banking, Financial
Services and Insurance (BFSI) to e-Governance,Power,Telecom,Railways,Defence,Security,
Education,Infrastructure,Healthcare,Retail,and Media & Entertainment.

We have built a model that leverages our strengths with that of leading technology partners
including - Microsoft,Oracle,SAP,IBM,HP,Symantec,Cisco,Sun,CA and Hitachi - to roll out
solutions that incorporate the best of breed technology to meet the requirement of the
customers' business.



A glance at the complete range of HCL's SI solutions across verticals:

1. Telecom
TheTelecom industry is today laying the backbone of a ubiquitous network with the
potential of connecting every device on the planet. It requires diverse technologies
to be brought together, interconnected on one network, offering an anytime
anywhere services that is changing the way the world lives.

At HCL the solutions we provide to our clients include: operation support services ("OSS"); business support systems ("BSS"); next
generation networks ("NGN"); security; embedded solutions; switching, signaling, transmission and access solutions; network design and
mobility solutions. HCL'sTelecom SI practice works on the cutting edge of the technology, we have deployed projects based onWiMax,
3G,IPTV,MPLS ,and broadband services technology.

The solutions we have deployed have enabled high speed wireless access to urban and rural customers, MPLS backbone for the defence
sector and convergent billing solution for telecom service providers.

Unified Billing Solution for
transparent accounting

From an infrastructure perspective it connected SSAs and
Sector:Telecom exchanges across the country with four data centers.All of
these were clustered on a network to achieve a high availability
Customer: One of the leading telecom service configuration. From an application perspective it is an end to
providers in India. end integrated system providing order booking, customer
handling, provisioning, installation, billing, payment collection &
IVRS services. From an Infrastructure maintenance perspective
Business Situation
the hardware, software and network was monitored and
The customer provided a comprehensive range of telecom maintained to deliver the defined SLA's.
services including Wireline, CDMA Mobile, GSM Mobile,
Internet, Broadband, Carrier service, MPLS-VPN,VSAT & VoIP Key Benefits
services. In the existing system interconnect calls were
monitored by the Points of Interconnect (POI), it also was ? System consolidation resulting in reduction of O&M cost
used to detect call violations, and for claiming the prescribed ? Online mediation of CDR's eliminating the need for bill
higher rates from the operators.This system was not efficient, data transportation and fraud on this account
resulting in delayed revenue realisation & leakage of revenue. ? Proper accounting of payments & receivables for better
financial management
? Supports different tariffs, different billing cycles and
HCL’s solution different discounting schemes for different category of
HCL implemented Inter Operator Billing and Accounting subscribers
System (IOBAS), which is a Call Data Record (CDR) based ? Enabled Pre-paid and Post Paid billing integration
computerised billing platform that transformed its MCU based ? Host of online services, online query and prompt customer
billing to a CDR based billing system. response




2. BFSI
Our portfolio of solutions to the Banking, Financial Services and Insurance ("BFSI") sector
includes infrastructure components software products and professional services.

HCL is the preferred partner to many of the major banks and insurance companiesWe provide
a range of solutions including MIS BI & Data Warehousing, Compliance Solutions, Mobile
Banking, ATM & Self-Service Solutions, MICR and Cheque Transaction, Core Insurance
Applications Payment hub & Financial Inclusion Solutions. These solutions are based on a
flexible component based architecture.

3. BFSI Coop
The Regional rural Banks and Coop Banks in India have contributed in a major way to the rural
development of the country.Turnkey solutions help a Coop Bank to lower the total cost of
operations and deliver prompt & efficient services to their customers. The Cooperative Banking
vertical is a focus area for HCL within its BFSI practice.We have a a host of offerings including:

? HCL BancMate Core Banking Solutions (CBS) ? Bilingual software application
? HO records collaboration ? Inter-bank Reconciliation
? Documentation Solutions ? Retail Lending Solutions
? Audit & Credit trail solutions ? MIS reporting solutions
? Financial Inclusion



Banking made easy

Sector: Banking (BFSI)

Organization: A leading State Cooperative Bank which is
amongst the fastest growing banks in India having more than
INR 2400 Crores of deposits; it has 173 branches and
extension counters spread throughout the state.

Business Situation:
The bank was faced with the prospect of increased
competition from new private and public sector banks.It also
faced the challenge of linking all of its branch operations into
a cohesive entity to better serve its customers.

HCL’s solution:
The bank chose BancMate CBS from HCL to run its
branch banking operations on the Microsoft Windows
Server 2003 and Microsoft SQL Server 2005 database.
HCL “BancMate” CBS is an innovative solution focused on
the Indian Banking Industry. It is a web based bi-lingual
Core Banking Solution that communicates with users and
account holders in their local language and meets all
requirements of the mandatory Official Language Act.
It incorporates security features with access rights defined
for every user. BancMate CBS is platform and database
independent, and is built on 3 tier web architecture with
scalable technology and robust functionality.

Key Benefits:
1. Easy to Implement
The implementation process is simple,fast and user friendly.This made it one of the fastest software roll outs for the bank.
2. User Friendly
The entire retail banking process is covered in just two screens in BancMate.This made it very easy for the bank employees to adopt and
use the new technology.
3. Easy toTroubleshoot
The ease at which configuration could be done meant that the bank was able to get the infrastructure up and running very fast,even in its
far flung remote branches.
4. BilingualApplication Software
BancMate gave the bank the ability to maintain the database in Hindi and English,as required.The multilingual solution has helped the bank
maintain better relationships with its retail and rural customers.By providing bank statements in the local language,the bank was able to
communicate with customers in their preffered language thus removing communication gaps.




4. e-Governance
HCL's e-Governance practise provides technology solutions to government departments across the country.The HCL e-Governance's
vertical is working in accordance with the National e-Governance Plan's (NeGP) vision to make all Government services accessible to
the common man in his locality.

HCL offerings in e-Governance projects spans across State and Central Government MMPs (Mission Mode Projects) and include:
? Municipal CorporationAutomation ? Electronic District Solutions
? Property Registration ? State Data Centers
? State-WideArea Networks. ? Electronic Procurement.
? Police ForceAutomation Solutions. ? Smart Card Projects like NREGA,RSBY,UID program etc

Empowering the nation: e-effort
to empower the common man
framework to ensure that payment reaches the right
beneficiaries. HCL has also developed a special kit called “HCL
Finmate” for deployment in rural environments.
Sector: e-Governance HCL's e-Job card contains:-
? Demographic & Biometric details of all the family members
Customer:A District in Uttar Pradesh
willing to do unskilled work
? Attendance record of the worker
NREGA challenges:
? Online tracker for number of days worked
1. No method to stop/check multiple enrollment of same ? Records of wages - Accrued and Disbursed
person in the system
2. Difficult to monitor employment levels The solution captures the attendance of each worker through
3. Impossible to keep check on proxy workers handheld terminals (HHT) at the worksite only. Linked via GSM
4. Ensure that payment reaches to rightful beneficiaries or internet connectivity, the data is transferred to the gram
5. Authentic manual maintenance of muster roll at each Panchayat or Block office.The HHT can be further used for
jobsite dispersal of wages through financial inclusion solution.
6. Coordination between poorly connected jobsites,
Result:
Gram Panchayat and block offices by the programming
officer The implementation of the e-Job card reduced the multiple &
duplicate enrollments significantly.With the help of HHT's it
became easy to capture regular attendance at the worksite
Solution that HCL provided: and helped in monitoring of proxy workers.Through the
To overcome these challenges HCL Infosystems offered a automated financial inclusion solution, it was ensured that the
complete solution including e-Job card (smart card) to the money reached its intended beneficiaries.
workers at worksite & the financial inclusion solution



5. Defence
Realizing the growing importance and need for SI solutions in the
defence sector of the country, HCL has ventured into this vital
segment with some key offerings.HCL's solution offerings include :

? Fully integrated Command & Control Centers
? Security and Surveillance
? Defence offsets manufacturing
? End to End Data Centre Operations
? Data,Voice,Video IP Network
? Development and integration of battlefield management and
tactical communication networks

6. Homeland Security
Going ahead with HCL's tradition of bringing global best practices
and customized technology solutions for Indian market. Our
Technology solution include Security & Surveillance, emergency
response systems, baggage screening, explosives detection, fire
safety, command & control centers, vehicle tracking systems and
more.Our solutions offer :
? A proactive approach for ensuring Public Safety and Security in
the State
? Enablement of intelligent surveillance systems that
continuously monitor sensitive zones & high footfall areas
? Connectivity and communication between authorities,
districts/zones and command & control centres




7. Power
Integrated Energy Management is the need of the hour if India is to
meet its energy demands in the growth trajectory that it has laid
for itself. HCL's focus in this sector encompasses specialised
solutions in the areas of:

? Field Automation
? ERP Solution
? Advanced Metering Infrastructure
? Integrated Energy management
? Substation setup/Distribution automation

Powered to grow

Sector: Power
Billing requirements of the client were handled by the Billing
Customer: Large State Electricity Board. Module, the Electrical Network Management & Energy
Accounting through the ENMS (Electrical Network
Business Challenge: Management Module) Package and all other modules by the
1. To automate all the processes at Sub Division level Subdivision automation system software. ENMS package
2. To reduce the technical & commercial losses running at the Sub Division Servers, have been integrated with
3. To provide better consumer management services the GIS software at a data base level.
4. To bring transactional effectiveness & transparency in
the overall system Web based MIS application was developed for Division, Circle,
5. To develop authentic MIS for top management for CE Offices and Head Office for integrated MIS generation &
strategic decisions monitoring purposes. HCL has also provided the infrastructure
with respect to the IT hardware and system software as
Solution that HCL provided: required. HCL also provided the user training to the client
HCL implemented the complete IT package for the state employees.
electricity board including computerised billing & energy
accounting which involved computerisation of Sub Division Result:
offices at the circle level, along with setting up of the Data The solution improved processes, reduced T&D losses,
Centre & customer care centres.The IT package consisted of provided better consumer satisfaction through the centralised
nine different modules:- call centre that handled the various complaints and grievances
1. Pre Billing 2. Billing of consumers. Consumer facilities were provided on the clients
3. Post Billing 4. Legal & vigilance Activities website to view his/her bill accounts, make payments or lodge
5. Store Management 6. Web based MIS a complaint. Further, the top management of the electricity
7. Customer care cum 8. Energy Accounting/Auditing board can now generate & view relevant operational & MIS
call centre 9. Electrical Network Management reports.



8. Infrastructure

World class infrastructure is the key to a globally competitive economy.We offer a range of technology solutions for automating
infrastructure projects for Airports, Highways, Ports and MRTS (Mass Rapid Transport System).

Airport segment Highway segment MRTS segment Ports segment
? FIDS/EPOS ? Toll Collection System ? Automatic Fare Collection ? Vessel traffic management
? CUTE/CUSS solutions ? Highway Traffic Management ? Automatic Ticket Vending system
? Baggage Handling and Systems Machines ? Port management
Screening ? Intelligent Traffic System ? Communication System of information system
? Cargo management solutions (ITS) Metro Rail with focus on ? Cargo/Container scanner
ATC/ATM solutions ? Integrated check-post following sub system ? Integrated port security
? ATS Automation systems solutions ? CCTV Surveillance system
? Energy Management ? Clock System
Solutions ? EPABX
? Data Transmission Systems
? Passenger Information
System
? IT and Network Integration
? Automated car parking and
parking management




9. Railways
The Indian Railways, the world's largest railway network, has
entered an era of modernisation by adopting the latest in
technology. HCL has been associated with Indian railways for
over three decades and has developed a range of customised
products & solutions for this sector.HCL offerings include:

? e-Procurement solutions
? Security & Surveillance solutions
? Networking connectivity solutions
? Digital Signage – LED displays
? IT Infrastructure – data centres,thin clients
? AutomaticTicketVending Machines (ATVMs)
? Energy management solutions

HCL pioneers the implementation of the automatic ticket
vending machines (ATVM) across the country, making tickets
easily available to the passengers without the need to wait in
long queues.



10. Media & Entertainment
HCL caters to all aspects of Media & Entertainment segment with its
innovative technology solutions. HCL has deployed several end to
end solutions including:

? TV Broadcasting & TV Channel infrastructure including the
complete work flow, from acquisition, post - production
automation to archiving and transmission solutions
? FM Radio Broadcasting
? Commercial FM Radio Stations and Community Radio Stations
? SatelliteTV systems
? Digital Head-ends systems for MSOs for the implementation of
ConditionalAccess Systems

Media Asset Management &
Archiving

Sector: Media & Entertainment sports, programs,VOD, archives in SD and HD – under one
unified corporate system.This powerful solution empowered
Customer: National Broadcaster in India with Pan users to search and browse from a web-based interface, and
India presence. then instantly view the rich media whether it is video, audio or
stills & use it for broadcasting. Our solution framework
Business Challenge: supports a wide variety of formats and wrappers, and its back-
office engine makes media management (trascoding, multisite
1. Managing media assets on magnetic tapes exchanges, transfers to different storage devices, including tape
2. To enable easy retrieval of content by authorised team libraries) seamless & easy.
members
3. To search, restore, and browse archived assets from a
single interface Result:
? Drastically optimised the way assets are shared and used
Solution that HCL provided: ? Gain time on media exchange between production systems
HCL integrated & implemented an enterprise-class turnkey ? Real contextual metadata available for a better asset
Media Asset Management (MAM) solution. First-of-its-kind referencing
project in India, the media assets are collected and stored in a ? Improved interoperability with broadcast, production and
digital format with the highest resolution and fidelity business systems
representation, enabling broadcaster to incorporate multiple ? Prevented loss of metadata due to subsystem
formats, metadata models and workflows including – news, interoperability




11. Healthcare
A reliable, swift, real time health data collection system backed by proper
infrastructure is the key to address quality healthcare delivery systems. Facilitating
hospital modernization is a major thrust area of HCL SI business,which focuses on:

? Hospital Management Information Systems
? PictureArchival and Communication System (PACS)
? Laboratory Information Systems (LIS)
? Radiology Information System (RIS)
? Medical Records Maintenance Solution
? Telemedicine Solutions
? Remote ICU monitoring system

Towards a healthy nation
enabled solution from HCL was platform-independent, which
made the entire integration process very simple.

Sector: Healthcare
The HCL HMIS Stack includes:
Customer:A prominent hospital ? ASTM - Interfaces for Lab Equipments
? DICOM - Viewer for DICOM images
? HL7 - Capable of messaging and communication with HL7
Business Challenge:
compliant systems
1. Challenge of linking different departments (core ? ICD - 10 - Smart Controls for ICD coding of diagnosis
services, support services & back office) into a cohesive details in Clinical Informatics
entity ? BCH - Smart Controls for BCH coding of diagnosis details
2. Need of streamlining all operations to single interface
3. Integrating new medical services into the system Result:
4. Need of Decision Support System for hospital staff
This browser-based, scalable & modular technology solution,
Solution that HCL provided: with its GUI based interface, enabled the hospital to meet the
requirement of connectivity and also ensured effective
HCL provided a turnkey end-to-end solution that included management of the hospital's operations through central
implementation of HMIS (Hospital Management Information management of business rules. It helps the hospital to reduce
System); Supply, Installation & Configuration of Servers, Storage the costs of administrative and clinical transactions, and at the
Back-up Solutions and Networking Solutions.The workflow same time, provide better healthcare service to their patients.



12. Education
HCL Infosystems is a leading System Integrator providing end to asset library, covering all major
end turnkey advanced education solutions to the schools, aspects in K12 category. HCL's
institutions and universities across the country in the Govt and DigiSchool also offers the school management software
the private sector. As part of HCL E2 (Education Everywhere) that fits the unique needs of the departments of the school
initiative, we have designed HCL DigiSchool and HCL thus improving the overall functioning and efficiency of the
DigiCampus for schools and colleges. HCL's DigiSchool system.
solutions are designed and customised as per Indian school
curriculum including all K12 boards. HCL DigiCampus offers a wide range of solutions keeping
in mind the requirements of large campus and universities.
HCL's DigiSchool will offer students an opportunity to learn Key offerings include campus infrastructure solution,
according to the curriculum and improve their IT competency. university resource planning, online distance learning/
The key feature that this solution offers is the digital multimedia e-learning programme andTele education.

13. Retail
HCL Retail Infrastructure and point of sale (POS) Solutions
provide end-to-end business IT enablement in a complete
customised form. We believe each business has unique needs
and thus we consult, plan and design the Retail IT solution with
our customers before we manufacture it at our state of the art,
ISO 9001 and ISO14001 certified plant at Pondicherry. ? LogisticsAutomation Solution
? Connectivity Solution
Key SolutionAreas of our SI retail are:- ? CRM Solution
? Call Centre and Process Outsourcing Solution
? Retail Stores Frond End Solution ? Automatic Milk Co-operativeAutomation Solution
? Retail Store Back end solution ? Mobility Solution
? Ware HouseAutomation Solution ? Rural Products and Solution

Outsourcing

HCL deploys its integrated e-Gov solution built on the SOA platform in a hosted model in one of the leading progressive Municipal
Corporations.This will integrate all the Citizen Centric services to be delivered from one window across a spread of 200 Sq Km.
Transaction based model for an urban local body, automating their complete citizen interactions while managing costs.
HCL built the complete infrastructure including Datacenters, deployed applications and staffed the Citizen Services Counters for the
next 10 years.



Integrating the future through people power
At HCL, Human Resource is considered amongst the Company’s most
precious asset, which is why we have laid special emphasis on every
aspect that helps in constant growth of our 5921 employees…

HCL’s HR is directly aligned to its organizational and business
strategy. Innovative practices, policies, systems and processes enable
us to engage our people at all times and ensure their empowerment
through a wide range of internal People Development Processes.
Performance-linked incentives and regular training programmes
ensure a low attrition rate among our employees, the majority of
whom are spread across the length and breadth of the country
including those based in remote locations.

An intellectually-stimulating environment, with Fun@Work as its
nucleus and designed to enable our people to `Grow, Learn and
Own’ at every step of their evolution is a key driver of the Company’s
growth.

HCL’s People Power is driven by a variety of stimulating factors,
which include:

? Opportunity to work on different technologies with multi
location exposure & latest technology
? 80% of the top Management have joined straight from the
campus
? Opportunities to move from technical to functional to general
management roles
? Housing & asset building schemes for employees
? Involvement of employees in all decision-making concerning
their welfare

As pioneers for ESOPs since 1980s, HCL has evolved a system of
profit-sharing with the employees that act as one of the biggest
incentives to their performance, which is also regularly recognised
and rewarded.

A learning organisation that encourages entrepreneurship and
demands performance management of the highest level, sums up the
HR philosophy of HCL which continuously strives to innovate new
principles and programmes to improve its HR culture.



The Company introduced several new programmes aimed at HR ? Ajai-Ke-Saath - Coffee Connects, where employees meet
development: the Chairman & Co-Founder for coffee and new ideas are
brewed over hot coffee
? New process of performance management with weights for ? Applause - From post-its to team dinners, everyday personal
KRA and also separate measurement of enablers recognitions provide a surge in enthusiasm through peer
recognition
? New Career Development Programme - Stepping Stones
- whereby individuals undergo one-year intensive development ? Alumni Connect - An Internet platform where alumni can
program followed by impartial assessment for key positions register themselves and participate in events to stay
connected with HCL
? HR Relationship Managers - A pioneering and unique
Going ahead, the Company plans to strive continuously to further
concept in the industry where HR follows the model of
strengthen its HR systems to align them even more intricately with
relationship management for internal customers the ever-changing needs of the customers.



Integrating ourselves with a greener tomorrow
A tomorrow that is safe for our children
and the generations to follow. A
tomorrow that is free of all hazardous
wastes.That is the tomorrow with which
we, at HCL, are always aspiring to
integrate through a variety of
programmes and ‘Go Green’ initiatives.



HCL’s Go Green initiatives include:
1 Drive for energy conservation
2 Integration of environment management
processes in manufacturing facilities
3 Best Assured Campaign
4 Green belt creation
5 HCL’s Green Bag Campaign

At HCL, we are committed to continually improve the conservation
of natural resources, ensure minimisation of waste & pollutants and
comply with applicable legal, regulatory and other requirements
relevant to our products,processes and environment.

HCL ecoSafe is one of our biggest initiatives as part of our drive for
a greener tomorrow and an endeavour to protect the environment,
health and safety of all our stakeholders. Under HCL ecoSafe policy,
energy conservation has been a key area of work to reduce power
consumption in products,while employing measures in manufacturing
of products to minimise energy consumption. All HCL products
have been incorporated with Green PC features and ACPI mode for
power saving.

In line with our focus on environment protection, HCL’s
manufacturing facilities practice various measures to reduce power
consumption by using natural light during daytime, installing different
capacity DG sets that consume optimum amount of diesel as per
required load.

We shall remain committed in our focus towards environment
protection and sustainability,moving ahead.

HCL Green Bag Campaign is an initiative taken by the company to
dispose of any e-waste in a 100% environment friendly manner. In
order to facilitate this we have engaged all our HCL Touch centres to
collect any e-waste the customer wishes to dispose off.



Awards & accolades
Strongly vindicating the strengths of our
business model and the successful focus
of our strategy, HCL has been the proud
recipient of some of the industry’s top
awards and recognitions through the
years.

Among the major awards and accolades that came HCL’s way during Other top-level recognitions awarded to the Company included:
2008-09 were:
? Upgradation of Quality Management System ISO 9001: 2000 to
? Ranked No 1 in the DQ-IDC Best Employer Survey 2009, ISO 9001:2008 standards
among the IT companies in India
? Ranked among the top three Best Companies to Work, across
? GoldAward in“IT &Automation Hardware” category by Frost & industry segments by BusinessToday - January,2009
Sullivan in India Manufacturing ExcellenceAward (IMEA 2008)

? Awarded the “Gold Star” rating for customer satisfaction
excellence in the CISCO PAL Survey

? Ranked No1 company in IT services as per DQ CSA 2009

? Dun & Bradstreet Rolta corporate Award 2008 for being leader
in Computer Hardware & Peripherals category In a strong endorsement of his visionary strengths, the
Company’s Founder Chairman & CEO, Mr. Ajai Chowdhry
? Best Desktop PC Category award by ComputerActive was felicitated by Times Ascent Asia Pacific HR Congress
with the “CEO with HR orientation” Award during the
? EmeraldAward for best all round performance from Infocus Global HR Excellence Awards 2008-09. He was also ranked
third in the Power List of 75 Most Powerful Brand Builders
? Platinum Certificate of Excellence award from HDFC Standard of India and has been adjudged among ‘India Inc’s Most
Life Insurance Co. Ltd in appreciation of its contribution & Powerful CEOs’ byThe EconomicTimes.
efforts towards the continued success of HDFC SLI



Our management team
A futuristic management team with in-depth experience and high level of expertise,
successfully translating the Company’s vision into a game-changing strategy, is at the
core of HCL’s business model.

A look at our Management Team:

AJAI CHOWDHRY
Chairman & CEO

A visionary par excellence,Ajai Chowdhry is one of the six founder members of HCL.An engineering graduate by training, he took over the
reins of HCL Infosystems, the flagship company of the enterprise, as President and CEO in 1994. Instrumental in steering the Company into
an internationally recognised corporate in the niche areas of its business, he was appointed the Chairman of HCL Infosystems in November
1999. He has received various prestigious honours and accolades endorsing his outstanding capabilities, including the DATAQUEST 'IT Man
of the Year 2007' Award, among others.

J V RAMAMURTHY
Chief Operating Officer

The Chief Operating Officer of HCL Infosystems, J V Ramamurthy brings to the table over three decades of exceptional expertise and
diverse industry experience. A technocrat and a man of broad vision, he has led the Company to scale new parameters of growth by
spearheading its entry into a number of new verticals and partnerships.

SANDEEP KANWAR
CFO & EVP

Associated with the Company since 1988, Sandeep Kanwar has the distinction of progressing to the position of Chief Financial Officer, in a
span of just eight years, at the young age of 35.A respected name among his colleagues and customers, he is known for his financial acumen
and management skills.

HARI BASKARAN
EVP

A BE graduate and alumni of IIM - Bangalore, Hari has been instrumental in building the largest retail network for digital lifestyle products in
the country. As head of the Distribution and Marketing Services and Retail business division for HCL, he has given a new meaning to the
success of these operations.

RAJEEV ASIJA
EVP

Rajeev, an engineering graduate, joined HCL in 1983.With two decades of industry experience, he heads the Enterprise Solutions &
Services business of the Company.



M CHANDRASEKARAN
Sr.VP

M Chandrasekaran joined HCL in 1984.With over two decades of industry experience in sales, support and marketing, he heads the office
automation products, HCL Infinet and CDC business for HCL.

ROTHIN BHATTACHARYYA
CEO (HCL Security Ltd.)

Rothin Bhattacharyya is the Chief Executive Officer (CEO) of HCL Security, headquartered in NOIDA India. A senior business leader, with
over 24 years of business management experience, Rothin is considered a thought leader in technology & services sector. His primary
responsibility in HCL is to expand company’s capability to lead large, complex, global businesses.

GEORGE PAUL
EVP

As head of the Marketing function along with HCL R&D, George Paul has been pivotal in steering the Company's growth trajectory to
exceptional levels of success.A graduate in Electronics & Telecommunications, he joined HCL in 1983 and is now a core member of HCL
leaders.

RAJENDER KUMAR
EVP

With over three decades of industry experience in procurement, manufacturing & channel development, Rajendra Kumar heads the
Corporate Initiatives, including Quest for Excellence Program. He has been associated with the Company since 1976 and has, over the
years, become an integral member of its leadership team.

VIVEK PUNEKAR
VP HR

An engineer by profession with over two decades of industry experience in various functions,Vivek heads the HR function for the company.
Vivek, who joined HCL in 1986, is credited with innovative HR initiatives that have made HCL among the best companies to work for.



Chairman's message

“HCL continues its relentless pursuit to bring to its customers,products and solutions
on the cutting edge ICT technology. It is our endeavour to leverage our knowledge,
experience and best practises to touch lives through technology in all spheres of life
and make a difference to the citizens of our country.”

- Ajai Chowdhry, Founder, Chairman & CEO, HCL Infosystems Ltd.



Dear Stakeholders,

The year gone by has witnessed a major turmoil in the global Your company continues to be the torchbearer, being the first to
economic and political scenario, which has had an impact on the ICT bring products based on the power of new technology to Indian
industry in India as well. However, history testifies that every crisis consumers. As we venture into new categories of products we
presents opportunities and opens new avenues for development and believe that we will continue to tap into our prowess to touch lives
resurgence. I believe India is witnessing a resurgence of its economy every day,in different spheres of life.
and stands at an inflection point, of growth. It is projected that within
this,the Indian ICT market is among the fastest growing in the world.
Sustainable Growth
Your company HCL Infosystems, is one of the leading India facing ICT I am proud to state that your Company has also taken a leadership
companies, with diverse business portfolio's including Products & position in adopting a policy of sustainable growth. Under the HCL
Services, System Integration, Distribution & Marketing, Education & ecoSafe program we are bringing out products that are
Training & Security,each with its specific growth trajectory. environmentally friendly, programs that enable safe disposal of
e-waste, reduction of carbon dioxide footprint, reducing energy
In these exciting times, your company is poised at the right place to consumption in products & internal operations, etc among various
address the opportunities that are being thrown up in different steps initiated.
sectors.
People power
This growth requires setting up of a core ICT infrastructure that is
I would like to mention that the growth and success of any
critical to the functioning of businesses and delivery of governance.An
organization rests on the strong foundation of its people. Your
ICT infrastructure that is the backbone to keep all parts of the system
company has built one of the largest multi-technology talent pools in
connected, to increase productivity levels, and provide information
the ICT industry, and has nurtured a mature home-grown
and intelligence“on tap”.
management team to enable it to scale new heights.
We are witnessing the convergence of “adjacent technologies” into
the core with emergence of concepts like integrated security & GoingAhead
surveillance solutions, mobile workforce automation solutions,
electronic payment gateways, integrated command and control With all these initiatives, I am confident that as your company moves
systems,and integration of the shop floor with central MIS etc.We are forward on its growth trajectory with a focused strategy, it is geared
witnessing the emergence of an era of the “Intelligent towards making the most of the unfolding opportunities across the
Infrastructure”. In this period of immense possibilities, your verticals of our presence, be it Telecom, Power, BFSI, e-Governance,
company, HCL Infosystems, with over three decades of expertise in Infrastructure or,Railways,Education and Healthcare.
various core technology fields, is building up vertical domain System
Integration practices to address the various emerging and growing On a concluding note
opportunities.
In conclusion, I would like to thank you, fellow stakeholders, for your
interest and constant support in HCL's progress and the faith you
Touching lives
have reposed in the future of your Company.
Product innovations & service expansion continue to engage our
attention as we establish new relationships across the country.We are
in the midst of a change where technology is enabling a mobile lifestyle
that demands service on the go, anytime, anywhere. It is this With warm regards,
understanding that has inspired us to conceptualise and launch HCL
Touch, a 24x7 service support system spread across 4,000 towns in
the country. Ajai Chowdhry



Management Discussion and Analysis
Overview

All trends indicate that the economic slowdown is behind us and
we, as a country, are poised to grow.With the government clearly
spelling out its focus on taking development to the masses, today
there is demand and opportunity to extend the ICT revolution
beyond the metropolises of India into the real “Bharat”. Despite
the global slowdown, the Indian economy is estimated to have
grown at close to 6.7 per cent in 2008-09.The Confederation of
Indian Industry (CII) pegs the GDP growth at 6.1 per cent in
2009-10. This scenario factors in sectoral growth rates of 2.8-3
per cent,5-5.5 per cent and 7.5-8 per cent for agriculture,industry
and services respectively.



Business outlook see the emergence of new technology transforming itself into a multi-faceted
usage paradigm, leading to a rapidly technology company addressing the
changing strategy and continuous market Enterprise, Small & Medium & the
The annual IT/ITeS market forecast by IDC realignment on the path of ICT market Consumer spectrum of the Indian Market.
suggests that important changes are taking participants.
place in the Indian market on the back of The multi-faceted HCL of today has
global economic meltdown. This will in The year 2009 is expected to herald the specialized verticals addressing different
turnl propel a new ‘market order’ in the beginning of a new business cycle. The segments of the technology spectrum.
IT/ITeS industry. According to IDC, in issues in the short run will be productivity, Under one roof, it’s built a comprehensive
Growth Phase I (2003-08), the domestic cost savings and customer retention. This range of capabilities, giving it a unique
market witnessed an unprecedented would eventually pave the way for advantage to leverage the new paradigms
growth, nearly tripling in market size from innovative services (for both the consumer that are emerging from a converging world.
Rs. 34,000 Crore in 2003 to Rs.1,01,031 and enterprises) by leveraging the existing
Crore in 2008; a CAGR of over 24%. IDC’s infrastructure so as to align it with At this point it is worth mentioning that
“India Domestic IT/ITeS Market - Top 10 emerging opportunities. Players who are HCL has the distinction of being one of the
Predictions for 2009” states that Growth uniquely positioned to take advantage of unique Indian ICT technology companies of
Phase II will leverage the IT infrastructure such opportunities will benefit. its scale, which has an India centric
built and consolidated during the first customer focus.
phase.
The HCL of today
Growth Phase II is expected to commence Innovation, Transformation &
from 2009 onwards. This new ‘market We are today in a world where ICT Momentum: This has been at the core of
order’ will be quite different from the technology is all-pervasive, touching every what your Company has been working on,
earlier phase and will be built on the back of aspect of life. It is transforming the way we over the last several years. Innovating new
new and innovative services sought by work and live, and driving the global human products & services for the Indian Market
consumers and enterprises alike. The community towards a flatter world,in turn and building technology frameworks, HCL
technology behind these services, such as opening up new opportunities. is transforming itself into a Services and
infrastructure , applications and Infrastructure Design & System Integration
connectivity would need to be completely As pioneers of modern computing in India; company. Concurrently, it continues to be a
orchestrated and re-oriented in order to having created ICT hardware, software & leader in the core products business in the
support their mass adoption. training business the, HCL is driven by a field of computing, office automation, ICT
vision to bring technology solutions that infrastructure for small, medium & large
Indian domestic IT/ITeS market growth rate make a difference to the lives of people enterprises,ICT education,and ICT retail.
is expected to be 16.4% over the coming in this country. This customer-focused
five years till 2013.The Growth Phase II will strategy has paid rich dividends, with HCL The year gone by has seen your Company



System Integration Roll Out & Infrastructure Management

Telecom E-Gov Power Railway Health Security Media & Ent Airport / Ports Defence Education BFSI+Co-op Retail

Complete ICT Solutions from HCL
B2B B2C
Computer Systems : PC’s, laptops,Workstations,Thin Client, Peripherals, Racks,
Kiosks, Software, Servers, Storage, Backup Solutions, Networking Products,
India’s largest India’s largest
Security Solutions, Enterprise VPN, Hosting,ASP Servers
Direct Sales Distribution &
Organization Retail Network
Imaging Products : Digital Copier, Multimedia Projects, Plasma / LCD Display
(65 DLS, 93k
Panels,Audio Visual System Integration, laser Printers (Mono / Colour), MFD’s
Solutions : retail outlets)
Computing &
Telecom Products : IP Phones,TDM / IP PBX,Video Conferencing, call Centre
Storage, Products :
Solutions,TV Broadcasting, FM Broadcasting, GPS Solutions
Networking, Desktops, Laptops,
Security, telecom, Imaging, mobile
VPN and MPLS : Broadband,VPN, Co-Location Services
Imaging, Printing & handsets, iPods,
Copying,Voice & Digital camera,
HCL Accutracker : HCL Vehicle Tracking Services
Data Comm Video, Accessories,
Conferencing, Digital Wireless headsets,
India’s largest Service Support Network
Signage, Enterprise Memory products,
Multi-location Project Services, network Security & management Services, FM
Services, managed Solar chargers
Services, Multi Vendor & System Integration Support, IT / BPO Outsourcing Services,
Networks, POS
Copy & Printing Services, Spot maintenance Services, Document management
Retail
Services, Branch Rollout Solutions,& Data Centre Hosting Services, CDC,
infrastructure Support and HCL Touch 24x7 Services

ICT Training & Education
Manufacturing ISO-14001, 9001: ISO-13485-2003:TS 16949-2002:TUV - Accredited

invest for the future through various It has also partnerships with leading brands, mobile value-added ser vices and
landmark initiatives. Your Company’s such as Nokia, Apple, Kodak, Toshiba, entertainment content directly to
strategy of focusing on core defensive Microsoft,Konica Minolta,among others. consumers in India.
sectors has enabled it to address new
business opportunities in growth sectors, HCL Digilife stores,a unique concept in our With an objective to meet the increasing
and initiatives taken to expand the country, offer a single window for ICT demand for skilled professionals in the ICT
spectrum of business have enabled HCL to consumers to experience a comprehensive arena, HCL has established high-end ICT
de-risk its business strategy. range of digital lifestyle products, including Education & Training, with HCL Career
Notebooks, PCs, digital cameras, MP3 Development Centres across India. HCL
HCL has built India’s largest distribution players, mobile phones, LCD’s, Plasma TVs CDCs impart to students real-world
and retail chain to address digital lifestyle and related accessories. practical training on enterprise-wide ICT
demands of today’s customers. With a deployment and integration assignments to
network of HCL Digilife stores across the During the year under review, your transform them into industry-ready
country, more than 93,000 retail outlets company, along with Nokia, announced the professionals.
across more than 11,000 towns and cities establishment of a joint venture to sell
of India, HCL has by far the largest value- mobile entertainment and value-added HCL has seen a very encouraging response
added distribution network in the country. services. This joint venture aims to sell to this initiative and today, there are HCL



CDCs across the country offering specially Neutron PC, respectively. The HCL data-centers, HCL forayed in the space of
designed courses in high-end infrastructure Neutron PC has been widely acclaimed for power-conscious server range, based on
hardware, software, and middleware and its eco-friendly features and economy in policy-based power management It thus
networking integration. space and power consumption. launched innovative server systems
powered with Intel Intelligent power
Computer Systems & Related On the consumer front, HCL has management technology, Intel turbo-boost
undertaken several initiatives to value-add t e c h n o l o g y, H y p e r- t h re a d i n g f o r
Services to the consumers’ digital lifestyle performance-driven and optimized TCO
experience. HCL Leaptops and Desktops, requirements.HCL also launched a range of
Over the years, HCL has been foreseeing along with accessories,were made available servers based on Nehalem processors
the trends in the Indian ICT industry and online on www.hclstore.in alongside the platform from Intel.
understanding needs of varied customers. retail presence. Targeting the youth, HCL
Through these years, the adoption of a launched a special MTV edition ‘HCL
digital lifestyle by consumers has evolved Leaptop’ with the latest NVIDIA Geforce
Te l e c o m m u n i c a t i o n s &
and it is more mobile than it has ever been. graphics engine for improved gaming and Office Automation Products
To meet the demands of this emerging multimedia applications. HCL special
“always on-the-go” consumer, your promotion offers, such as ‘HCL Ghar Lao, During the year under review, HCL has
company formulated a never before service Winner Ban Jao’ contest during the festive further consolidated its position in the
distribution of Nokia Cellular phones and
in ICT for the Indian consumer called ‘HCL season and ‘Affordable Technology’ during
Digital Lifestyle products. India continues
Touch’. This unique 24X7 service covers Republic Day, have been extremely to show growth in the mobile subscriber
4,000 towns across the country and successful in promoting HCL Leaptops to base with 125 million new subscribers
provides customer service in 11 regional upcountry markets across the length and added during the year ended March 2009.
languages of India. Today, HCL Touch is a breadth of the country. The total mobile subscriber base was 392
landmark in ICT services in the country and million subscribers at the end of March
is a benchmark in the IT business. HCL is undoubtedly the leader in the 2009, with strong growth coming in from
desktop business in India and its existing tier-2 and tier-3 markets. Nokia continues
range of products for the enterprise to dominate the market share in the GSM
In line with HCL’s‘Design for India’ strategy, cellular phone market with its aggressive
and in keeping with its commitment to segment and the consumer segment product line-up and strong distribution. 3G
develop & deliver world-class products for continues to grow. This year, HCL licensing and Mobile Number Portability
Indian consumers, your Company strengthened this category with two are expected to hit the market within the
developed the ‘HCL Leaptop Series 39’ unique products - The Green PC, and the next 6-9 months.
designed for the harsh weather conditions Infiniti Challenger Series Workstations
based on Intel’s Quad Core Technology for HCL continues to grow the Digital Lifestyle
in India. HCL’s R&D labs developed the
the Gaming andAnimation Industry. business by adding new products to its
Advanced Thermal Engineering (ATE) portfolio of Consumer Electronics and
Technology for the HCL Leaptop Series 39. The Green PC is a fully functional PC that is Mobile Accessories. Further additions are
The HCL Leaptop Series 39 is a powerful aptly suited for home, SOHO, SMB and planned in the coming months.
machine and can work at a stretch for long enterprise environment and saves 33%
hours without getting heated on its surface. This year, your Company continued to
more power than a standard desktop.The
build a robust Office Automation (OA)
HCL Green PC and HCL Neutron PC
HCL created a niche in CY 2008 by being channel to address the sale of Imaging and
replicate HCL’s ecoSafe initiative and is a
the first in the country to launch the“Ultra- Printing products.The Company added new
mark of the Company’s commitment to products in the area of 3D virtual reality
portable Computing” as a new product support the cause of a green and healthy
category. This year too, HCL was among solution digital publishing, photo printing
environment. and transaction printing segment.
the frontrunners to launch products based
on the ‘Intel Atom’ for the ultra-small form HCL’s quest for saving power and providing
factor. HCL was among the global firsts to a greener earth has found its footprint in System Integration Services
launch the Netbook and the Nettop, based the server business as well. Answering
on the Intel Atom processor technology customer need to save power, and the HCL, over the years, has successfully
called HCL Mileap Series 04 and the HCL demand for greater efficiency from their transformed itself into a leading Services



and System Integration company in the vendors - CA, Cisco, EMC, Hitachi, HP, developed solution frameworks for the
country. HCL brought about this IBM, Intel, Microsoft, Oracle, SAP, Sun & National e-Governance Program and have
transformation by leveraging its strength in Symantec - to roll out solutions that are been working in association with several
core technologies and its direct service customized as per the requirement of each central & state government departments
capabilities.This process of transformation business vertical. towards development, empowerment and
has built up momentum with the set-up of betterment of services for the citizens of
various “Centre of Excellence (COE)” and Certified under ISO 9001-2000 BVQI; India. HCL has been working on several
product development centres at Jaipur and HCL has mature project management and e-Governance projects, like NREGA
other places. implementation processes that enable it to (National Rural Employment Guarantee
deliver consistent and timely solutions to Act), PDS (Public Distribution System),
HCL has designed,developed and delivered its customers. HCL System Integration RSBY (Rashtriya Swasthya Bima Yojna) and
cost-effective , technolog y-enabled services have been growing at an SSP (Social Security Pension).
exceptional pace in over 13 industry
solutions that have enabled businesses to
verticals, viz. Telecom, e-Governance, All e-Governance projects are dependent
achieve a competitive advantage in their
BFSI, Power, Media & Entertainment, Retail, on the setting up of a robust infrastructure
respective ver ticals. HCL System Healthcare, Infrastructure, Railways, reaching out to every village. There is an
Integration capabilities span the entire E d u c a t i o n , H o m e l a n d s e c u r i t y, urgent need to develop the core and
gamut of services - from consulting, to Cooperative banks & Defence. support infrastructure for e-Governance,
d e s i g n , ro l l - o u t i m p l e m e n t a t i o n ,
such as Data Centres,WideArea Networks
management and support. SI e-Governance and the physical access points for delivery
HCL partners with leading technology HCL SI e-Governance has designed & of government services. These would be



common to all departments and where SITelecom ? Provided VPN Backbone Solution to
services could be delivered at the manage VPN network of a leading PSU
The convergence of applications, networks
doorsteps of the citizens in an integrated in India
or content like voice,video and data on this
manner. ? Integrated solutions for complete ICT
new age information super highway has
become the next path breaking move in Core, Billing, Datacenter & disaster
NREGA goal is to enhance livelihood core mass market technology, providing recovery
security in rural areas by providing at least seamless connectivity and integrated user
100 days of guaranteed wage employment experience. SI Power
to every household in a financial year. The thrust of the Indian Power sector is on
HCL, with its multi-product and multi- increasing power generation transmission
HCL Infosystems implemented a complete & distribution. HCL SI Power is working
service approach, is able understand and
solution for NREGA, including e-Job card closely with the power distribution sector
address the challenges and opportunities
to workers at worksites & financial to address AT & C loss reduction, bring
brought by convergence. Our SI Telecom
inclusion solutions to ensure t payments t r a n s p a re n c y, i m p ro ve c u s t o m e r
projects encompass the following:
reach the correct beneficiaries. HCL has satisfaction and increase employee
also developed special kit for rural ? Complete infrastructure rollout for productivity through convergence of IT &
environment which is sleek and handy even WIMAX implementation for a leading Automation. Customer service & reducing
for field work called‘HCL Finmate’. Telecom player distribution losses are two main HCL focus
? Roll out of Broad Band Multiplay Project areas.
Furthermore, HCL provided complete & developed single window billing
automation Solution for urban local bodies solution to manage all the services of a HCL's Power practice broadly caters to the
to integrate all departments of ULBs. leadingTelecom operator needs of Electric Utilities by offering



customized solutions in areas like SI BFSI & Cooperative HCL Implemented a web based
Enterprise IT, Customer Services, Management Information System (MIS) &
Advanced Metering Infrastructure, AMRs, HCL SI BFSI is focused on Retail & BI solution for one of the India's largest
Revenue Management. Corporate Banking, Insurance and Capital state-run banks.
Markets. HCL has been working with
HCL implemented complete IT package in several nationalized, MNC, private, rural HCL implemented complete mobile
HPSEB for computerized billing & energy and cooperative banks across the country. banking solution to one of the leading
accounting which involved HCL, at its R & D center, has developed a nationalized banks of India to extend its full
computerization of Sub Division offices of Core Banking Solution - HCL BancMate. fledged mobile banking technology services
Shimla circle along with setting up of Data The Company this year also launched to its customers across the globe.
Centre & customer care centres also. state-of-the-art co-brandedATM solutions
for India. HCL is the preferred partner for SI Education
HCL also implemented Sub Division many BFSI customers and its clientele
HCL E2 Initiative: - Education
Automation Project including Centralized includes all major banks and insurance
Everywhere, Enable Education & e-
Billing Engine, Windows based Electrical companies.
Education.
Network Management System,Web Based HCL implemented our own product called
CRM Application for one of the state HCL BancMate in some of the leading
electricity boards. cooperative banks.

HCL SI Education has developed a wide
range of customizable content-enabling
solutions.The Company is providing world
class library management solutions (LMS)
for the market. Our LMS is designed on all
international standards like MARC-21,
UNICODE,SIP/SIP2,etc.LMS is completely
user-friendly, menu-driven interface,
providing online help, complete and
elaborative help documentation, online
downloading of bibliographic details,
sharing of database or bibliographic details
with international or national libraries
based on international standards like ISO
2709,Z39.50,etc.

SI Home Land Security
During the year, HCL Home Land Security
(HLS) developed solutions for:

? Command and Control Center
? Dial 100 IP-Multimedia contact
center &Voice Logger
? GPS based Vehicle Tracking &
management
? Digital Map & Display Solutions
? City Surveillance
? Traffic Enforcement
? Prison Solutions
HCL Infinet is an Internet Infrastructure



initiative of the HCL group. HCL Infinet Quality initiatives Offerings and past Contract-Service
offers state-of-the-art Managed Network Delivery experience have been rated
Services to enterprises across the country, highest amongst all IT Service providers in
During the year, there have been several the country.
and provides complete range of initiatives undertaken by the Company on
networking services & solutions like: the Business Excellence and Quality front. On the Technology Certification front,
Internet Bandwidth Services, Virtual The Chairman formally launched HCL achieved the highest partnership
Private Network Services, Internet C o m p a ny - w i d e Q F E ( Q u e s t f o r status with each of 10 core partners in S4N
Telephony, Managed Data Centre, Excellence) journey, which combines the business area (Server, Storage, Security,
Best Business Practices under the EFQM Software and Network), that forms a key
Co-location Services, MPLS Networking
(European Foundation for Quality component of our high growth System
Services, Corporate Messaging Solution, Integration and Services Business.
Wireless Broadband Services and Value Management), ISO and QIPM (Quality
Improvement Process Model).
Added Services like Enterprise Mailing Consolidating on the COEs (Centre of
Solutions. Excellence) and Enterprise Response
Customer Satisfaction initiatives in Centres, we have improved capability in
2008-09 have propelled HCL Infosystems designing and implementing Emerging
HCL Infinet has increased its direct to the top position in CSA 2009 (Customer Technology Solutions like Unified
presence to almost 160 locations. HCL Satisfaction Audit) conducted by IDC-DQ Communications etc. The Company also
Infinet has also set up eight Tier-III Data during Oct-Dec ’08. This Audit also found started innovative solution labs in the area of
Centres to cater to its customers. that the Company’s range of Service DairyAutomation,Cloud Computing etc.



On the Manufacturing front, the evaluate all business risks and process gaps. through knowledge portals to enhance the
Puducherry Manufacturing Operations and The top management of the Company skill-set of the employees.
Uttarakhand Manufacturing Operations takes periodic review of the business
have undergone regular external audits and processes and environment risk analysis Internal control systems and
successfully migrated to the new ISO (IS0 reports by the respective business heads.
9001-2008) standard for Quality their adequacy
Management Systems and Environment In order to further enhance its business in
Management Systems (EMS 14001-2004). System Integration, the Company has The Company has in place adequate
As part of quality journey, the newly entered into Security Business through the systems for internal control that are
acquired Jaipur Software centre has been commensurate with its size and the nature
establishment of ‘HCL Security Ltd.’ as a
certified as CMMI level- 3. of its operations. These have been designed
new venture. The Company has further
to provide reasonable assurance with
strengthened its focus on cost reduction
This year, HCL has won the IMEA (India regard to recording and providing reliable
and overhead control including current financial and operational information,
Manufacturing Excellence Award) for assets. complying with applicable statutes,
Manufacturing Excellence.) The Company
safeguarding assets from unauthorized use
also won the prestigious Gold Award for IT In view of the high potential in adoption of or losses, executing transactions with
automation from Foster and Sullivan. mobile computing in India, including in non- proper authorization and ensuring
Metro towns, the Company has launched compliance of corporate polices.
Further, the HCL Nokia Repair Facility has ‘HCLTouch’ – 24X7 support its customers.
been certified as ISO 9001:2008 this year. Attrition is one of the major risks which The Company has a well-defined delegation
organizations are facing today. With the of power with authority limits for
increasing demand and limited availability of approving revenue as well as capital
Risks & concerns and risk specialised and adroit workforce for the expenditure. Processes for formulating
mitigation ICT domain, identifying, recruiting and and reviewing annual and long-term
retaining this talent is vital. HCL has strong business plans have been laid down.
HCL has developed a well-defined Risk HR policies that attract and retain best of
Management Framework to track and industry talent and also imparts training The InternalAudit is based on anAudit Plan,


FINANCIAL COMMENTS ON CONSOLIDATED OPERATIONS FOR THE YEAR ENDED JUNE 30, 2009

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, and
Generally Accepted Accounting Principles (GAAP) in India.
The Group’s consolidated financial statements have been prepared in compliance with the standard AS 21 on Consolidation
of Accounts and presented in a separate section of the Annual Report.
The Management Discussion and Analysis on Financial performance relates to Consolidated Financial statements of the
Company and its subsidiaries. This should be read in conjunction with the financial statements and related notes to the
consolidated accounts for the year ended June 30, 2009.

CONSOLIDATED FINANCIAL PERFORMANCE
Rs. crores
Consolidated Parent
Particulars FY 2009 FY 2008 FY 2009 FY 2008
Gross Business Revenue 12,378 12,403 12,337 12,367
Net Business Revenue 12,252 12,245 12,211 12,209
Cost of Sales 11,163 11,191 111,29 11,167
Gross Margin 1,089 1,054 1,082 1,042
Operating Expenses 683 607 654 592
Depreciation 21 19 17 16
Operating Profit 385 428 411 434
Other Income 37 48 34 46
Exchange Fluctuation -26 2 -26 2
Finance Cost 45 48 45 48
Profit Before Tax 351 430 374 434
Tax Expense 111 130 114 129
Profit After Tax 240 300 260 305
Basic EPS (in Rupees) 14.0 17.6 15.2 17.9

Gross Business Income
Consolidated Revenue for the year is Rs. 12378 crores as
against Rs. 12403 crores in the previous year. Revenue
Services revenue grew by 43% from Rs. 458 crores to
Rs. 654 crores in the current year. FY 09 12378

FY 08 12403
Services Revenue
FY 07 11855
Rs. 654 crores
+43% Y on Y 11455
FY 06
2008: Rs. 458 crores
FY 05 7787
Rs. crores

Gross Margins
Gross Margins
Gross margins for the current year grew by 30 basis points from 8.5% to 8.8% in
FY 2009. In absolute value, gross margins are Rs. 1089 crores as against
Rs. 1054 crores in the previous year. Rs. 1089 crores

2008: Rs. 1054 crores


1 HCL 50-54.p65 50 10/1/2009, 1:58 PM


Operating expenses
a). Personnel Costs
Manpower Personnel costs increased from Rs. 301 crores in FY 2008 to
Rs. 338 crores in FY 2009. The Company strengthened it’s
technical and support employee base from 5753 to 5921 in
the year and also increased the flexible manpower to cater to
the increased services business and new initiatives.
5921
5753
Employee costs as a percentage of sales increased from 2.4%
5082 to 2.7% in current year, consequent to a higher service revenue
component.
4323
3879

FY 05 FY 06 FY 07 FY 08 FY 09

b). Administration, Selling, Distribution and Other Expenses
Administration, Selling & other operating expenses (including provisions) increased from Rs. 306 crores in FY 2008 to
Rs. 345 crores in FY 2009. Costs as a % to sales are at 2.8% in FY 2009 as against 2.5% in FY 2008.

Operating Profit
Operating profit for FY 2009 is Rs. 385 crores as against Rs. 428 crores in FY 2008.
Other Income
Other income in FY 2009 is Rs. 37 crores as against Rs. 48 crores in FY 2008, primarily due to lower average level of
investments made from surplus funds.
Exchange Fluctuation
During FY 2009, rupee steeply declined from the opening levels of Rs. 43.1/ USD to a high of Rs. 52.1/ USD before ending
the year at Rs. 47.9/ USD.
Exchange difference on account of difference in rate on payments and collections made during the year and also on
restatement of debtor and vendor balances as on June 30, 2009 total to Rs. (26) crores as against positive of
Rs. 2 crores for the last financial year.
Finance Costs
Finance costs in FY 2009 are Rs. 45 crores, lower from Rs. 48 crores in FY 2008. Finance costs mainly represent interest
on borrowings for working capital, and usance interest on
acceptances. Profit Before Tax
Profit Before Tax (PBT)
Profit before tax for Parent Standalone in FY 2009 is Rs. 374 FY 09 351
crores as against Rs. 434 crores in the previous year. Excluding
exchange fluctuations, PBT for Parent Standalone is Rs. 400 FY 08 430
crores as against Rs. 432 crores in the previous year.
Loss in subsidiaries in FY 2009 is Rs. 23 crores as against FY 07 429
loss of Rs. 4 crores in the previous year.
FY 06 385

FY 05 296
Rs. crores



Tax Expense
The provision for current tax, deferred tax and fringe benefit tax for the year is Rs. 111 crores.
The Company provided Fringe benefit Tax (FBT) during the nine months ended March 31, 2009. FBT has been discontinued
from April’09 vide Finance (No 2) Act, 2009. Accordingly, Company has not provided for FBT in the last quarter ended June
30, 2009.
Effective Tax rate for the year is 31% as against 29% in the previous year.
Profit After Tax Profit After Tax
Profit after Tax for FY 2009 is Rs. 240 crores as against
Rs. 300 crores in FY 2008. Basic EPS for FY 2009 is Rs. 14.0.
FY 09 240

FY 08 300

FY 07 316

FY 06 280

FY 05 228
Rs. crores

Dividend
The Board recommends a final dividend of Rs. 1.50 per share (75% per fully Dividend Declared
paid up equity share) to shareholders. This will be paid, subject to shareholder
approval on October 23, 2009. Rs. 6.50 per share,
Payout ratio 54%
The total dividend proposed and paid for FY 2009 (including interim dividend
of Rs. 5.00 per share) is Rs. 6.50 per share (325% per fully paid up equity
2008: Rs. 8.00 per share,
share), amounting to Rs. 130 crores including dividend distribution tax.
Pay out ratio: 53%

Dividend %

The dividend for the year is 54% of the net profits of the
FY 09 325% company.

FY 08 400%

FY 07 400%

FY 06 400%

FY 05 310%
Book Value - Rs. / share

FINANCIAL CONDITIONS
FY 09 66
Net Worth / Shareholders Fund
Net Worth grew to Rs. 1122 crores as at June 30, 2009 from FY 08 59
Rs. 1016 crores as at the close of the previous year.
Paid up capital as at June 30, 2009 is Rs. 34.2 crores, FY 07 51
comprising 17.1 crores equity shares of Rs. 2/- each
FY 06 41
Reserves & Surplus are Rs. 1088 crores at year-end after
appropriating Rs. 130 crores for dividend and dividend
distribution tax. FY 05 33



Borrowings
Debt - Equity Ratio
During the year, the Company raised Rs. 80 crores by issue of
800 Redeemable, Non-Convertible Debentures (NCDs) of
Rs. 10 lacs each to LIC of India on private placement basis. FY 09 17%
Fitch has assigned ‘stable’ outlook rating for the NCD
programme. These NCDs are listed on the National Stock
Exchange of India Limited. FY 08 26%

The company also repaid borrowings to the extent of Rs. 208
crores during the year. FY 07 22%

Loan Funds, therefore, decreased to Rs. 227 crores as at June
30, 2009 from Rs. 355 crores as on June 30, 2008. The FY 06 11%
Debt/ (Debt + equity) ratio reduced to 17%.
FY 05 13%

Fixed Assets
Net block grew from Rs. 170 crores as at June 30, 2008 to
Rs. 185 crores as at June 30, 2009. The capital expenditure during the year is mainly on Office premises, Infrastructure
and Technology upgrades.
Inventories
Inventories as at June 30, 2009 are Rs. 889 crores as against Rs. 899 crores as on June 30, 2008.
Inventory turnover on sales in financial year ended 2009 is 14 times, as in the previous year.
Debtors
Debtors as at June 30, 2009 are Rs. 1506 crores as against Rs. 1248 crores as at June 30, 2008.
Debtors as number of days of sales in FY 2009 are at 44 days as against 37 days in the FY 2008. Increase in debtor levels
is mainly due to change in revenue composition with higher System Integration business.
Liquid Assets (Investments and Cash Bank)
Investments in Mutual Funds and Term Deposits with Banks increased from Rs. 216 crores as at June 30, 2008 to
Rs. 269 crores as at June 30, 2009.
Cash in Hand & Balances with Bank in collection/ disbursement accounts are Rs. 201 crores as at June 30, 2009 as against
Rs. 319 crores as at June 30, 2008.
Other Current Assets
Other current assets increased from Rs. 239 crores as at June 30, 2008 to Rs. 306 crores as at June 30, 2009. The
increase is primarily in accrued revenue to be billed, and other recoverable.
Current Liabilities & Provisions
The Company had current liabilities and provisions of Rs. 2014 crores as at June 30, 2009 as against Rs. 1713 crores as
at June 30, 2008. The increase is primarily in vendor liability and deferred revenue.
Working Capital
The Company’s working capital base reduced from Rs. 992 crores as at June 30, 2008 to Rs. 898 crores as at June 30,
2009. The Company balanced inventory, receivables and vendor terms effectively resulting in lower working capital base.
Current ratio as at the year end stands at 1.4.

Working Capital Current Ratio

FY 09 898 FY 09 1.4

FY 08 992 FY 08 1.6

FY 07 685 FY 07 1.4

FY 06 400 FY 06 1.3

FY 05 424 FY 05 1.5
Rs. crores



Segment Performance
The company has identified three primary segments namely Computer Systems and related products & services,
Telecommunication & Office Automation and Internet & related services.
Computer Systems and Related Products & Services
The segment operations comprise of sale of Computer hardware, providing System Integration, Roll Out and Infrastructure
Management solutions in different industry verticals and providing IT services including maintenance, facilities management etc.
Segment revenue increased by 4% in FY 2009 to Rs. 3540 crores from Rs. 3389 crores in FY 2008.

Computer Systems - PBIT Computer Systems - Revenue

FY 09 177 FY 09 3540

FY 08 200 FY 08 3389

FY 07 174 FY 07 2785

FY 06 126 FY 06 2381

FY 05 138 FY 05 1971
Rs. crores Rs. crores

Segment PBIT in FY 2009 is Rs. 177 crores as against Rs. 200 crores in FY 2008. Excluding exchange fluctuations, PBIT
as a % to sales is 5.7%, same as in the previous year.
Capital employed in the segment as at June 30, 2009 is Rs. 876 crores as against Rs. 953 crores as at June 30, 2008.
Telecommunication & Office Automation
The segment operations comprise of distribution of telecommunication and other digital lifestyle products, office automation
products and related comprehensive maintenance and allied services.
Segment revenue in FY 2009 is Rs. 8874 crores as against Rs. 9020 crores in the previous year.
Segment PBIT in FY2009 is Rs. 246 crores as against Rs. 285 crores in the previous year. PBIT as % to sales is 2.8% in

Telecom & OA - PBIT Telecom & OA - Revenue

FY 09 246 FY 09 8874

FY 08 285 FY 08 9020

FY 07 267 FY 07 9049

FY 06 244 FY 06 9050

FY 05 147 FY 05 5779
Rs. crores Rs. crores

FY 2009 as against 3.2% in FY 2008.
Capital employed in the segment as at June 30, 2009 is Rs. 187 crores as against Rs. 178 crores as at June 30, 2008.
Internet and Related Services
The segment provides Virtual Private Network, Internet Access services and other connectivity services.
Segment Revenue in FY 2009 is Rs. 46 crores and Profit before Interest, Depreciation and Tax is Rs. (14) crores.


DIRECTORS’ REPORT

To the Members,
Your Directors have pleasure in presenting their Twenty Third Annual Report together with the Audited Accounts for the
financial year ended 30th June, 2009.

Financial Highlights
(Rs. in Crores)
Particulars Consolidated Parent Company
2008-09 2007-08 2008-09 2007-08
Net Sales and other income 12289.54 12294.56 12244.33 12256.52
Profit before Interest, Depreciation and Tax 417.22 496.35 435.79 498.39
Finance Charges 44.66 47.60 44.66 47.57
Depreciation 21.25 18.62 17.27 16.35
Profit before Tax 351.31 430.13 373.86 434.47
Provision for Taxation : Current 122.17 131.51 122.77 131.50
Fringe Benefit 1.55 4.11 1.45 3.85
Deferred (-)12.36 (-)5.63 (-)10.80 (-)5.63
Net Profit after Tax 239.95 300.15 260.44 304.75
Profit available for appropriation 951.18 903.72 961.57 893.38
Appropriations
Debenture Redemption Reserve 4.00 - 4.00 -
Interim Dividend 85.59 102.61 85.59 102.61
Proposed Dividend 25.68 34.23 25.68 34.23
Tax on Dividend (including Interim Dividend) 18.91 23.26 18.91 23.26
Transfer to General Reserve 26.05 30.47 26.05 30.47
Balance of Profit carried forward to next year 790.95 713.14 801.34 702.81

Scheme of Amalgamation
During the year under review, a Scheme of Amalgamation u/s 391/394 of the Companies Act 1956, (the Scheme) for
amalgamation of Natural Technologies Private Limited (NTPL), the wholly owned subsidiary with the Company was approved
by the Hon’ble High Courts of Delhi and Rajasthan vide their respective orders dated August 11, 2008 and May 29, 2009,
which came into effect from July 6, 2009 from the appointed date i.e. July 1, 2008.
Accordingly, the results of Company on standalone basis for the year ended June 30, 2009 include the results of NTPL for
the 12 months period from July 1, 2008 to June 30, 2009. Please also refer to ‘Note 23(a)’ on Scheme of Amalgamation
given in Notes to Accounts in this report.
Raising of Funds
Pursuant to the Board approval and subject to the approval of shareholders at the Extra-ordinary General Meeting scheduled
to be held on September 23, 2009, the Company proposes to raise funds by:
(a) Issuance of Convertible Warrants not exceeding Rs. 322 Crores including premium to Promoters of the Company.
(b) Issuance in the form of Equity Shares or Equity linked securities including, but not limited to Foreign Currency Convertible
Bonds, Optionally Convertible Debentures, Bonds with Share Warrants attached, Global Depositary Receipts, American
Depositary Receipts or any other equity related instrument or a combination thereof in the domestic and/or international
offerings and/or Qualified Institutions Placements for a value not exceeding Rs. 500 Crores including premium.
The funds so raised shall be utilised for investing in expansion of existing business, development of infrastructure for future
growth, meeting working capital requirements and for acquisitions.
Performance
The consolidated net revenue of the Company was Rs. 12289.54 crores as against Rs. 12294.56 crores in the previous
year. The consolidated profit before tax was Rs. 351.31 crores as against Rs. 430.13 crores in the previous year.
Your Directors are pleased to recommend final Dividend of Rs. 1.50 (75%) per share on the fully paid-up equity shares of
Rs. 2/- each for the financial year ended on 30th June, 2009. During the first nine months, three interim (quarterly)
dividends aggregating to Rs. 5/- (250%) per share were declared, taking the total dividend for the year 2008-09 to Rs. 6.50
(325%) per share of Rs. 2/-.


DIRECTORS’ REPORT

Operations
A review of operations of the businesses of your Company for the year ended June 30, 2009 is provided in the Management
Discussion and Analysis Report forming part of the Annual Report.
Awards & Recognition
HCL bagged several awards and accolades. Your Company this year was honoured with the Gold Certification Merit Award for
India Manufacturing Excellence 2008 from Frost and Sullivan.
HCL Ranked Third among the Best Companies to Work For by Business Today Issue - Jan 25, 2009, HCL Infosystems
ranked top 3 for the fourth consecutive year in the best employer study by IDC -DQ 2008. The year that went by witnessed
numerous recognitions for your company; HCL won the prestigious Dun & Bradstreet Rolta Corporate Award 2008 for being
leader in Computer Hardware & Peripherals category, HCL also won the Best Desktop PC Category award by Computer Active
and was ranked No. 1 company in IT services, No. 3 in Desktops and No. 4 in servers as per DQ CSA 2009.
The company won top market share award for the highest market share amongst the countries and also bagged Gold partner
award for achieving sizable business revenue. Infocus recognized HCL as its strategic partner and HCL received Emerald
Award for best all round performance over the year.
HCL received the Platinum Certificate of Excellence award in August 2008 for HDFC Standard Life Insurance Co. Ltd. in
appreciation of its contribution & efforts towards the continued success of HDFC SLI.
HCL Manufacturing facility have been awarded GOLD AWARD in “IT & Automation Hardware” category by Frost & Sullivan
in India Manufacturing Excellence Award (IMEA 2008) and Quality management system ISO 9001: 2000 is upgraded to
ISO 9001: 2008 standards.
This year your Company’s Founder Chairman & CEO, Mr. Ajai Chowdhry was felicitated by Times Ascent Asia Pacific HR
Congress with the “CEO with HR orientation” Award during the Global HR Excellence Awards 2008-09. He was also ranked
third in the Power List of 75 Most Powerful Brand Builders of India and has been adjudged among ‘India Inc’s Most
Powerful CEOs’ by The Economic Times.
Employee Stock Option Plan
Employee Stock Option Scheme 2000
Pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on February 25, 2000 for grant of
options to the employees of the Company and its subsidiaries, 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. 325 crores.
The long term credit rating assigned by Fitch to the Company continued at ‘AA-(ind)’ indicating stable outlook. Fitch also
assigned stable rating ‘AA-(ind)’ for Rs. 80 Crores of Non-Convertible Debenture programme issued during the year.
Fixed Deposits
As on June 30, 2009, no deposits were due for repayment. During the year, fixed deposits amounting to Rs.0.70 Lacs,
including interest of Rs. 0.17 Lacs, have been repaid to the depositors. Deposits amounting to Rs. 0.60 Lacs, including
interest of Rs. 0.12 Lacs, have been transferred to Investor Education and Protection Fund pursuant to the provisions of
Section 205A of the Companies Act, 1956.
Listing
The shares of the Company are listed at The Bombay Stock Exchange Limited, Mumbai and National Stock Exchange of
India Limited, Mumbai. During the year under review, the Company has issued Non-Convertible Debentures (NCDs) amounting
to Rupees 80 Crores which are listed on National Stock Exchange of India Limited, Mumbai.
Directors
Mr. Nikhil Sinha has been appointed as Additional Director with effect from July 29, 2009. The Company has received a
notice from a member of the Company, under section 257 of the Companies Act, 1956, proposing his appointment as
Director of the Company, along with the requisite deposit.
During the year, Mr. Narasimhan Jegadeesh resigned from the Directorship of the Company. The Board places on record its
appreciation for the services rendered by him during his tenure with the Company.
In accordance with the Articles of Association of the Company, Mr. Ajai Chowdhry, Mr. S. Bhattacharya and Ms. Anita
Ramachandran, Directors retire by rotation and being eligible, offer themselves for re-appointment.


DIRECTORS’ REPORT

Corporate Governance Report and Management Discussion and Analysis Statement
A report on Corporate Governance is attached to this Report along with the Management Discussion and Analysis statement.
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 had been followed along with proper
explanation relating to material departures, if any;
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 June 30,
2009 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 period under review continued to be peaceful and harmonious. No man-day was lost due to
any Industrial Dispute. HCL bagged best honors for its HR management. Your company was ranked among top three for the
fourth consecutive year in the Best Employer Study 2008 conducted by IDC – Dataquest and was also ranked among top
three in the ‘Best Companies to Work for’ Study 2008, conducted by BT, Mercer & TNS.
The information as are required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975 have 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
On the Scheme of Amalgamation for merger of Natural Technologies Private Limited (NTPL), the wholly owned subsidiary of
the Company, becoming effective, NTPL has been dissolved without winding up.
A wholly owned subsidiary in the name and style of HCL Infocom Limited was incorporated on December 17, 2008. HCL
Infocom Limited holds 49% share capital in Scout Mobile Internet Services Limited, a joint venture with Nokia Corporation,
Finland to engage in the business of sale of products and providing services meant for cellular phones in India under single
brand of Nokia.
The Company has obtained permission from Ministry of Corporate Affairs, Government of India vide its letter number
47/104/2009-CL-III, dated 13.04.2009 for not annexing the accounts of the wholly owned subsidiaries, namely HCL
Infinet Limited, HCL Security Limited, NTPL and HCL Infocom Limited.
The detailed annual accounts of the subsidiaries of the Company are available on any working day at the Registered Office
of the Company to the shareholders of the Company requiring such information.
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
September 8, 2009 Chairman and Chief Executive Officer


ANNEXURE TO DIRECTORS’ REPORT

INFORMATION RELATING TO CONSERVATION OF ENERGY, R&D, TECHNOLOGY ABSORPTION AND INNOVATION, AND
FOREIGN EXCHANGE EARNINGS/ OUTGO FORMING PART OF THE DIRECTORS’ REPORT IN TERMS OF SECTION 217(1)(e)
OF THE COMPANIES ACT, 1956.
A. Conservation of Energy
Under HCL ecoSafe policy, energy conservation has been a key area of work to reduce power and minimise consumption
in products & product manufacturing.
HCL ecoSafe Policy clearly recognizes the importance of products that are energy efficient and helps customers cut
costs of ownership and attain broader goals of protecting the environment. All our products have been incorporated
with Green PC features and ACPI mode for power saving.
All our manufacturing facilities practice various measures to reduce power consumption by using natural light during
daytime, installing different capacity DG sets that consume optimum amount of diesel as per required load.
1. Made S3 as the default sleep state in all the products shipped with Microsoft Windows OS, so that the product
automatically enters into standby state after specified amount of system in activity.
2. Compliance for MPR-II certification for CRT monitors.
3. Compliance for TCO’03 certification for LCD monitors.
4. Organization has gone for Energy star 4.0 certification for all it ES series of desktops and all laptop products are
released with Energy Star 4.0 certification.
5. Initiated actions for moving to SMPS with active or passive power factor correction as option.
6. Actions implemented for using 80plus high efficiency SMPS as option in desktop products.
7. New desktop & laptop products released with support to system management technologies for effective power
management and off hour remote maintenance.
8. Display devices shipments shifted from cathode ray tube (CRT) monitors to flat panel displays significantly
leading to less material use per unit. Flat panel display typically uses 40 to 50% less (by weight) materials when
compared to conventional CRT screen and requires approximately 60% less energy in use.
9. The new HCL products are being replaced by mercury-free light-emitting diode (LED) displays instead of conventional
CCFL-backlit displays which are more power efficient and have long life than conventional CCFL. This thereby
reduces the emission of radiations affecting the health of the customer.
10. Optimal Power management settings are configured in all products.
11. Low power consuming notebooks which uses Atom CPU (just 2.5W) were released.
12. Working towards launching CULV (Consumer ULV) category Product with lower power consumption Chipset &
CPU.
13. In MiLeap Series netbook, Mechanical HDD is replaced by SSD which conserves power.
14. Desktop product with Green Power Hard Disks from Western Digital released which consumes less power of 8W
whereas normal HDD consumes 15W.
15. HCL 4 in 1 PC & HCL 6 in 1 PC: normally 1 PC consumes 150W per user, but using this multi user X box a single
user (Xbox) consumes only 1W.
16. Desktop product with specially designed mother board with DES (Dynamic Energy Saver) technology released
which are 20% efficient than normal mother board based products.
17. The new generation Intel Core 2 Duo CPU in HCL products has hafnium metal in its silicon chip giving more
energy efficiency.
18. Sourcing cabinets in SKD form and assembling in house, allowed us to increase the number of units per pallet,
which translated into less energy required to ship each cabinet.
19. Periodic energy audit for optimum utilization of power consumption in plants.
20. Use of pull cord switch for lights for individual control.
21. We are in the process of converting the HCL manufacturing plant lighting with CFL. As of now 80% of the plant
lighting uses CFL.



22. Nearly 100 nos. of 250 watts MV lamp fittings were replaced with 125 Watts MV lamp fittings by increasing the
height from the roof to increases illumination and reduce power consumption.
23. We now practice switching off power consuming equipment when not required including UPS resulting in saving
of 110,000 units per annum.
24. Rain water harvesting facility at HCL plants with a capacity of 3,000 kilo litres.
25. Daily monitoring of power consumption at HCL plants to detect abnormal consumption.
26. Daily monitoring of water consumption at HCL plants to detect abnormal consumption.
27. Regular maintenance of office and manufacturing equipments on a monthly basis to ensure that it does not
consume higher power than normal.
B. Research & Development:
1. Product Innovation and Engineering:
During the year under review, your company has laid special emphasis on innovative solutions specially suitable
for the Indian Market. HCL developed Operation Support System (OSS) – which allow telecom service providers
to manage and monitor their entire network in the area of performance, fault, configuration, security and
accountability from a single desktop.
Developed as per international standard TMF specification, HCL OSS supports a sophisticated event correlation
engine for better fault alarm correlation as more that a Hundred Thousand events flow into OSS system every
hour. It also provides, various kinds of network performance reports for both IP and Non IP telecom devices,
element availability status reports & has intelligent and standard user authentication systems.
HCL OSS has its own notification engine to notify any action to end user or Service providers in timely manner.
The notification is being provided by email and SMS. It provides 2D topology Network Monitoring System for
graphical system monitoring. It supports multiple database, has in-built software redundancy for full time online
support.
HCL has released Automatic Ticket Vending machine which utilizes contact less smart card for transactions. HCL
also released the Management Console, a customized Linux based terminal to issue / top up the value of smart
cards which are being used by passengers as a transaction card with the Automatic Ticket Vending Machine.
HCL R&D also developed ‘Thin client’ models to address the requirement of local Indian Languages in the
e-Governance projects.
HCL also introduced new version of HDMS (HCL Desktop Management Software ) based on CIM. The new HDMS
uses minimum system resources to boost efficiency. Also more features were added to HDMS like simultaneous
remote Bios update of multiple client machines, AMC 5.0 ( Active Management Console ) - an improved version
of AMC 3.0 which enabled management of the Client machines in out of band state not only on an intranet but
also via the internet.
Apart from this HCL also developed an application for Telecom Networks for Monitoring & managing IP and Non
IP telecom devices by providing five major Operations (fault, performance, configuration, security & accountability).
HCL delivered efficient & competitive product on network management system for managing & Monitoring IP &
MPLS based network.
HCL has undertaken the design and development of Hand Held terminal for Banking, Public Distribution System,
NREGA etc. The Handheld terminals will have Biometric authentication, Smart Card interface (both contact and
contactless), Thermal or Impact printer support, Voice guided transaction processing, Local language support
apart from host of other application features.
HCL has developed HCL Kiosk Content Management Application Tool. It enables users to develop information
contents by themselves. It also has provision to use a hardware lock in the kiosk to avoid piracy of software.
HCL developed multifunction kiosk for Total Banking, which authenticates with the ATM switch for its transactions.
It includes utility payment, Cheque deposit, statement printing, Passbook printing, information about account
details, Cheque book request, stop payment etc. HCL has also developed a cost effective Cheque depository
solution which provides an easy way to deposit cheques /DD with an acknowledgement receipt. This solution is
exclusively developed based on the RBI guidelines of self service cheque depository solutions.



2. Benefits derived as a result of R & D:
On the Thin client product range, HCL released quite a few models customized for specific customer requirements
and retained No 1 position in this segment. HCL Infosystems has once again reinstated its leadership status in
technology & quality by winning the VARIndia “Best Thin Client Technology Provider Award for the consecutive
Fourth year at the VARIndia Star Nite Awards – 2008”.
The acknowledgement comes in the wake of the growing need for Thin Client due to the various benefits viz.
better TCO & ROI along with the cost advantage and the robust security it brings to the organizations vital data.
HCL research provides a competitive edge to our system integration practice in Telecom. As Globally there are
very few companies that offer Operation Support System (OSS), HCL scores above the rest in terms of delivery
time, customized features etc. As the OSS is web based application, the end-user has an added advantage to
work at any location at any time.
HCL Multifunction KIOSK enables Banks to serve their customers 24x7 in a better and secure way for all their
banking needs. This particular banking application is just like as a non-cash ATM, where people can use this kiosk
for their banking related transactions and queries in an efficient & user friendly manner.
HCL Cheque depository solution helps the banking segments to serve their customers more efficiently. The
solution comes with special features like acknowledgement receipt for cheque deposits in the kiosk. The solution
also offers an option to provide an image of the cheque along with Cheque details in the acknowledgement
receipt. It’s a low cost solution to fulfill the requirement of Cheque depository system under RBI guidelines. It can
also be used for utility payments through cheques.
3. Expenditure on R & D: Rs./Crores)
Capital 0.01
Revenue 4.63
Total 4.64
C. Technology Absorption, Adaptation and Innovation
Working closely with its global partners on various initiatives HCL has closely tied up with its global partners to
rollout & deploy global technologies for the Indian customers. In line with this HCL is gearing up to deliver Microsoft
Windows 7 certified products for upcoming Windows 7 operating system. HCL also upgraded ISMS management software
powered by Microsoft System Center Essentials released from 2.0 to 3.1. This year HCL was among first in India to
partner with Intel and launch ‘HCL Mileap’ MH04, netbook series based on the ‘Diamondville platform’ from Intel.
This year HCL took various initiatives to develop and adapt technology that enabled development and up-gradation of
different products and solutions. This year your company launched high-end desktop with next generation LGA 1366
socketed Intel Core i7 which uses Intel’s latest Nehalem micro architecture.
HCL also launched series of products in its desktop range. These include the Infiniti series SL 1280/ SL 1265/SL
1245/ are energy efficient and specially designed to consume very less desk space.
In the server business HCL kept the momentum going on its product range to cater to Small & Medium Businesses.
HCL upgraded the popular ‘HCL – Datacenter in a Box’ (DCIB) with shared LUN enabling clustering capability, DCIB
now also includes Dual SCM, enhancing the redundancy features. HCL also upgraded HCL IGL & HCL NM servers with
PCI-express based SAS solution. HCL also revamped most of the HCL IGL/NM series servers with indigenous developed
firmware which improves acoustical noise of the servers, giving a much quieter server environment.
Under display product range, new 18.5" TFT monitor series was launched with TCO’03 certification, which became a
cost effective main stream product.
This year, HCL Operation Support System (OSS) developed its own CORBA architecture and 3GPP library which are
being used in all domains for data processing and data communication. HCL OSS introduces new and latest technology
in multiple database usage i.e. Hibernate. This is new form of Database access for better performance as well as DB
independent system. Since the technology is introduced by HCL OSS, other HCL products can also be adapted to this
system.
This year, HCL OSS also introduce new system i.e. inter system/software redundancy. HCL OSS achieves the task using
latest JAVA technology. This feature helps HCL OSS to run online 24 X 7 with any stoppage for any reason.
D. Foreign exchange earnings and outgo
During the period under review, the Company’s earnings in foreign currency were Rs. 95.45 Crores (Previous Year
Rs 97.79 Crores). The expenditure in foreign currency including imports during the year amounted to Rs. 2219.91
Crores (Previous year Rs. 2139.67 Crores).


INFORMATION REGARDING EMPLOYEE STOCK OPTION SCHEME

The details of the options granted under the HCL Infosystems Limited, Employee Stock Option Scheme 2000 (Scheme
2000) and Employee Stock Based Compensation Plan 2005 (Scheme 2005) as on 30th June, 2009 are given below:-
Employee Stock Option Scheme 2000
Options Granted : 30,18,000 which confer a right to get 1 equity share of Rs.10/- each (each equity share of the face
value of Rs. 10/- has been sub divided into five equity shares of Rs. 2/- each).
Pricing Formula : The members of the Company at the Extra Ordinary General Meeting held on February 25, 2000
approved the exercise price as the price which will be not less than 85% of the fair market value of
the shares on the date on which the Board of Directors of the Company approved the Grant of such
options to the employees or such price as the Board of Directors may determine in accordance with
the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI). The
members of the Company at the Annual General Meeting held on October 21, 2004, approved the
amendment to the pricing formula that the options granted but not yet exercised by the employees or
options that would be granted in future, would be at the market price on the date of grant. For this
purpose the market price as specified in the amended provisions of SEBI (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the regulations / guidelines
prescribed by SEBI or any relevant authority, from time to time to the extent applicable.
Variance of terms : The pricing formula has been amended that the options granted but not yet exercised by the employees
of option or options that would be granted in future, would be at the market price on the date of grant. For this purpose,
the market price means the market price as specified in the amended provisions of SEBI (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the regulations/
guidelines prescribed by SEBI or any relevant authority, from time to time to the extent applicable.
Options Details :
Date of Grant Options Options Options Lapsed/ Options in
Grant Price (Rs.) Vested till Exercised till Forfeited during force as on
30/06/2009 30/06/2009 Y. E. 30/06/2009 30/06/2009
10/08/2000 289.00 Fully vested 1363708 5830 -
28/01/2004 538.15 Fully vested 836039 11176 214163
25/08/2004 603.95 Fully vested 57512 8139 50933
18/01/2005 809.85 Fully vested 39977 13227 172082
15/02/2005 809.30 Fully vested 2400 - 1600
15/03/2005 834.40 Fully vested 3794 4098 26072
15/04/2005 789.85 Fully vested 960 - 5784
14/05/2005 770.15 Fully vested 970 - 8270
15/06/2005 756.15 Fully vested 3565 1760 675
15/07/2005 978.75 Fully vested 1318 1536 10442
13/08/2005 1144.00 Fully vested - 7360 17630
15/09/2005 1271.25 Fully vested - 4480 9140
15/03/2007 648.75 90600 6700 3000 82100
23/01/2008 898.25 24093 - 15375 22316
The vesting schedule is as follows:-
30%-12 months after the grant date
30%- 24 months after the grant date
Employee Stock Based Compensation Plan 2005
Options Granted : 31,96,840 which confer a right to get 5 equity shares of Rs.2/- each.
Pricing Formula : As per the resolution passed by members of the Company, through postal ballot, the result whereof
was declared on June 13, 2005, the options are granted at the market price on the date of grant or
such price as the Board of Directors may determine in accordance with the Regulations and Guidelines
prescribed by SEBI or other relevant authority from time to time. For this purpose, the market price
as specified in the amended provisions of SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and the regulations / guidelines prescribed by SEBI or
any relevant authority from time to time to the extent applicable.
Variance of terms : No variation made.
of options


Options Details :
Date of Grant Options Options Options Lapsed/ Options in
Grant Price (Rs.) Vested till Exercised till Forfeited during force as on
30/06/2009 30/06/2009 Y. E. 30/06/2009 30/06/2009
13/08/2005 1144.00 1494204 9074 225004 1197061
19/10/2005 1157.50 38734 - 14170 28368
15/11/2005 1267.75 14224 - 4250 10170
15/12/2005 1348.25 14840 - 6450 8790
14/01/2006 1300.00 18694 - 6740 10866
15/02/2006 1308.00 4190 - 824 3030
16/03/2006 1031.00 21316 - 14640 14740
17/04/2006 868.75 10400 - 3920 4140
15/05/2006 842.50 15770 - 3630 9420
15/06/2006 620.50 14744 430 6530 10710
17/07/2006 673.75 15802 80 5680 8812
15/03/2007 648.75 165860 6420 14860 155220
23/01/2008 898.25 43410 - 45060 42630
The vesting schedule is as follows:-
20%-12 months after the grant date
Other Details
Scheme 2000 Scheme 2005
Total number of shares arising as a result 115,84,715 equity shares 80,021 equity shares
of exercise of options : of Rs.2/- each. of Rs.2/- each.
Money realized by exercise of options : Rs.92,60,81,373.05 Rs.1,48,66,574.80
Employee-wise details of options granted to –
i) Senior Management :
Name No. of Name No. of
options options
Mr. T.S. Purushothaman Mr. J.V. Ramamurthy 7,500
(ceased to be Whole- time Mr. Sandeep Kanwar 7,500
Director w.e.f. 20th July 2005) 40,000 Mr. Rajendra Kumar 7,500
Mr. J.V. Ramamurthy 45,500 Mr. Hari Baskaran 7,500
Mr. Sandeep Kanwar 42,000 Mr. George Paul 7,500
Mr. Rajendra Kumar 41,000 Mr. Rajeev Asija 7,500
Mr. Hari Baskaran 31,000 Mr. Suman Ghose Hazra 7,500
Mr. George Paul 30,000 Mr. Sushil Kumar Jain 2,500
Mr. Rajeev Asija 30,000
Mr. Suman Ghose Hazra 18,500
ii) Employees holding 5% or more of NIL NIL
the total number of options
granted during the year :
iii) Identified employees who were granted NIL NIL
options during any one year equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the
time of grant :



Weighted average exercise price of options 443.48 1067.66
granted (Rs.) :
Weighted average fair value of options 124.64 144.43
granted (Rs.) :
The fair value of each stock option granted under Employee Stock Option Plan 2000 and Employee Stock Based Compensation
Plan 2005, as on the date of grant has been computed using Black-Scholes Option Pricing Formula and the model inputs
are given as under:
Employee Stock Option Employee Stock Based
Scheme 2000 Compensation Plan 2005

Volatility : 45% to 68% 47% to 62%
Risk free rate : 4.57% to 7.99% 6.49% to 7.98%
Exercise Price : Rs. 538.15 to Rs. 1271.25 Rs. 620.50 to Rs. 1348.25
Time to Maturity (years) : 2.20 to 5.50 2.50 to 7.00
Dividend Yield : 9% to 28% 10% to 28%
Life of options : 8.5 Years 10 Years
Fair Value of options as at the grant date : Rs. 35.10 to Rs. 203.14 Rs. 24.75 to Rs. 292.97
Notes:
1. Volatility: Based on historical volatility in the share price movement of the Company.
2. Risk Free Rate: Being the interest rate applicable for maturity equal to the expected life of options based on yield
curve for Government Securities.
3. Time to Maturity: Vesting period and volatility of the underlying equity shares have been considered for estimation.
4. Dividend Yield: Based on historical dividend payouts.

Where the Company has calculated The Company has used intrinsic value method for calculating the employee
the employee compensation cost using compensation cost with respect to the Stock Option
the intrinsic value of Stock Options,
The impact on the profit of the Company for the year ended June 30, 2009 and
the difference between the employee
the basic and diluted earnings per share had the Company followed the fair value
compensation cost that shall have
method of accounting for stock options is set out below:
been recognised if it had used the fair
value of Option 2009 2008
Rs./Crores Rs./Crores
The impact of this difference on profit Profit/(Loss) after tax as per Profit and Loss Account (a) 260.44 304.75
and on EPS of the Company Add: Employee Stock Compensation Expense as per - -
Intrinsic Value Method
Less: Employee Stock Compensation Expense as 4.62 8.07
per Fair Value Method (Net of amount
attributable to employees of subsidiaries
Rs.0.16 Crores)
Profit/(Loss) after tax recomputed for recognition of 255.82 296.68
employee stock compensation expense under fair
value method (b)
Earning Per Share based on earnings as per (a) above:
(Refer note 20)
- Basic 15.21 17.88
- Diluted 15.21 17.64
Earning Per Share had fair value method been employed
for accounting of employee stock options:
- Basic 14.94 17.41
- Diluted 14.94 17.18



Auditors’ Certificate
We have examined the books and records of the HCL Infosystems Limited Employee Stock Option Scheme 2000 and
Employee Stock based Compensation Plan 2005 (“The Scheme”) as produced before us and based on such books and
records and according to the information and explanations given to us, we hereby certify that HCL Infosystems Limited
(“The Company”) has implemented The Scheme in accordance with the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines,1999 and in conformity with the resolutions passed by the shareholders in the Extra-
Ordinary General Meeting of The Company held on February 25, 2000 and through postal ballot, the results whereof
declared on June 13, 2005.

V. Nijhawan
Partner
Membership No: F -87228
For and on behalf of
Place: New Delhi Price Waterhouse
Date: September 8, 2009 Chartered Accountants


REPORT ON CORPORATE GOVERNANCE

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE :
The Company firmly believes that good corporate governance practices ensure efficient conduct of the affairs of the
Company while upholding the core values of transparency, integrity, honesty and accountability and help the Company
in its goal to maximize value for all its stakeholders.
The Company adopts and adheres to the best recognized corporate governance practices and continuously strives to
better them.
The Company is in compliance with the requirement of the guidelines on corporate governance stipulated in Clause 49
of the Listing Agreement with the Stock Exchanges.
2. BOARD OF DIRECTORS :
(i) The Board of Directors of the Company comprises of Ten Directors with an Executive Chairman. Of the Ten
Directors, Eight are Non-executive Directors and Five are Independent Directors. The composition of the Board is
in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.
(ii) None of the Directors on the Board is a member of more than 10 Committees or Chairman of more than 5
Committees as specified in Clause 49 across all the Companies in which he is a Director. Necessary disclosures
regarding Committee position in other public companies as at June 30, 2009 have been made by the Directors.
(iii) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and
the number of Directorships and Committee Chairmanship / Memberships held by them in other companies is given
below. Other Directorships do not include alternate directorships, directorships of private limited companies, companies
incorporated outside India and companies incorporated under section 25 of the Companies Act, 1956. Chairmanship/
Membership of Board Committees include only Audit and Shareholders / Investors Grievance Committees.
Names Category No of Whether No. of Directorships No. of Committee
Board attended In other public positions held In
Meetings last AGM companies other public
during held on companies
2008-09 October 24,
Held Attended 2008 Chairman Member Chairman Member
Mr. Ajai Chowdhry Promoter & 6 6 Yes 4 1 - 2
(Chairman & CEO) Executive
Director
Mr. J. V. Ramamurthy Executive 6 6 Yes - 4 - -
(Whole Time Director Director
& COO)
Mr. R. P. Khosla Independent & 6 6 No - 1 1 -
Non-Executive
Director
Mr. S. Bhattacharya Independent & 6 6 Yes - 6 4 2
Non-Executive
Director
Mr. D. S. Puri Promoter & 6 3 No - - - -
Non-Executive
Director
Mr. E. A. Kshirsagar Non-Independent 6 5 Yes - 5 3 3
& Non-Executive
Director
Ms. Anita Independent & 6 5 No - 4 1 1
Ramachandran Non-Executive
Director
Mr. T.S. Independent & 6 4 Yes - - - -
Purushothaman Non-Executive
Director
Mr. V.N. Koura Independent & 6 4 No - 3 - 1
Non-Executive
Director
Mr. Narasimhan Independent & 6 0 No - - - -
Jegadeesh * Non-Executive
Director
Mr. Nikhil Sinha ** Non- 6 N.A. N.A. - - - -
Independent &
Non-Executive
Director



* Mr. Narasimhan Jegadeesh resigned from the post of Directorship w.e.f 7th January, 2009.
** Mr. Nikhil Sinha was appointed as Additional Director of the Company w.e.f. 29th July, 2009.
(iv) Six Board Meetings were held during the year and the gap between two meetings did not exceed four months. The
dates on which the Board Meetings were held are as follows:
2nd September 2008, 23rd October 2008, 27th November 2008, 27th January 2009, 23rd April 2009 and 10th
June 2009.
(v) None of the Non-executive Directors has any material pecuniary relationship or transactions with the Company.
(vi) Necessary information as mentioned in Annexure 1A to Clause 49 of the listing agreement has been placed
before the Board for their consideration.
Some of the items discussed at the Board meetings are listed below:
• Annual operating plans, budgets and all updates.
• Capital budgets and all updates.
• Quarterly Results for the Company and its operating divisions or business segments.
• Minutes of meetings of audit committee and other committee of Board.
• Minutes of Meetings of Board of Directors of Subsidiary Companies.
• Show Cause, Demand, Prosecution notices and penalty notices if any, which are materially important.
• Foreign exchange exposures and steps taken by management to limit the risks of adverse exchange rate
movement, if material.
• Review of operations of subsidiary companies.
• Scheme of Amalgamation of the subsidiary with the Company.
• Review of related party transactions including transactions under section 297 of the Companies Act, 1956.
• Review of operations.
• Review of statutory compliances.
• Noting risk management procedures.
• Non-compliance of any regulatory, statutory nature or listing requirements and shareholders service such as
non-payment of dividend, delay in share transfer etc.
• Approval of payment of enhanced remuneration to Whole Time Directors.
• Noting of contribution for charitable purposes.
• Acquisition of properties.
• Investment in subsidiary companies and periodic updates.
• Approve of issuance of Non-convertible Debentures.
• Approval of investment in Joint Venture Company.
• Discussion on Economic Conditions & Business Outlook.
• Discussion on review of Business Operations.
3. ACCOUNTS AND AUDIT COMMITTEE :
(i) The Accounts and Audit Committee of the Company was constituted in August, 1998 in line with the provisions
of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 292A of the Companies Act,
1956.
(ii) The primary objective of the Committee is to monitor and effectively supervise the Company’s financial reporting
process with a view to provide accurate, timely and proper disclosures and ensure the integrity and quality of
financial reporting and internal controls.
(iii) The composition, powers, roles and the terms of reference of the Committee are in terms of the requirement of
Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. All the committee members
have reasonable knowledge of finance and accounting and two members possess financial and accounting expertise.
(iv) The Composition of the Accounts and Audit Committee and details of meetings attended by its members are given
below:
Name Category No of meetings
Held Attended
Mr. R. P. Khosla (Chairman)* Independent, Non-executive 6 6
Mr. S. Bhattacharya (Member)* Independent, Non-executive 6 6
Ms. Anita Ramachandran (Member)** Independent, Non-executive 6 4
Mr. E. A. Kshirsagar (Member) Non-independent, Non-executive 6 6
Mr. Ajai Chowdhry (Ex- Officio) Non-independent, Executive 6 6

* Mr. R.P. Khosla ceased to be Chairman w.e.f 23rd October, 2009. He was again appointed as Chairman of the



Committee w.e.f. 27th January, 2009. Mr. S. Bhattacharya acted as Chairman from 23rd October, 2008 to 26th
January, 2009.
** Ms. Anita Ramachandran was appointed as Member of the Committee w.e.f. 27th January, 2009.
(v) The Audit Committee met 6 times during the financial year 2008-09 on the following dates: 1st September 2008,
23rd October 2008, 27th January 2009, 25th February 2009, 23rd April 2009 and 10th June 2009.
(vi) The previous Annual General Meeting of the Company was held on 24th October, 2008 and it was attended by the
Chairman of the Committee.
(vii) The Company Secretary of the Company acts as Secretary to the Committee.
4. EMPLOYEES COMPENSATION AND EMPLOYEES SATISFACTION COMMITTEE :
(i) The Employees Compensation & Employees Satisfaction Committee was constituted in August 1998 to recommend/
review remuneration of Executive Directors and other employees based on their performance and defined assessment
criteria and other matters relating to employees.
(ii) The composition of the Employees Compensation & Employees Satisfaction Committee and the details of meetings
attended by its members are given below:
Held Attended
Ms. Anita Ramachandran (Chairperson) Independent, Non-executive 5 5
Mr. Ajai Chowdhry (Member) Non-independent, Executive 5 5
Mr. S. Bhattacharya (Member) Independent, Non-executive 5 5
Mr. R. P. Khosla (Member) Independent, Non-executive 5 5
(iii) The Committee met 5 times during the financial year 2008-09 on the following dates: 1st September 2008, 23rd
October 2008, 27th January 2009, 23rd April 2009 and 10th June, 2009.
(iv) Compensation policy for Non-executive Directors (NEDs):
Within the ceiling of 1% of the net profits of the Company computed under the applicable provisions of the
Companies Act, 1956 and after obtaining the approval of the shareholders, the Non-executive Directors (other
than Promoter Director) are paid a commission, the amount whereof is determined by the Board. The basis of
determining the specific amount of commission payable to these directors is related to their attendance at
meetings and contribution at meetings as perceived by the Chairman. These Directors are also paid sitting fees at
the rate of Rs. 20,000 for attending each meeting of the Board.
(v) Details of remuneration paid / payable to all the Directors for the period from 1/7/2008 to 30/6/2009:
(Rs. / Lacs)
Name Salary & Perquisites Performance Commission Sitting Fees
Allowances Linked Bonus
Mr. Ajai Chowdhry 120.66 24.22 190.00 - -
Mr. J.V. Ramamurthy* 50.20 6.04 60.00 - -
Mr. R.P. Khosla - - - 4.99 1.20
Mr. Subroto Bhattacharya - - - 6.26 1.20
Mr. D.S. Puri - - - - -
Mr. E.A. Kshirsagar - - - 3.75 1.00
Ms. Anita Ramachandran - - - 7.69 1.00
Mr. T.S. Purushothaman* - - - 2.85 0.80
Mr. Narasimhan Jegadeesh - - - - -
Mr. V.N. Koura - - - 1.99 0.80
During the year Mr. Ajai Chowdhry and Mr. J.V. Ramamurthy were paid Performance Linked Bonus of Rs.180 lacs
and Rs.50 lacs respectively pertaining to the year 2007-08.
The above remuneration excludes reimbursement of expenses on actual to Directors for attending meetings of the
Board / Committees.
* Mr. T.S. Purushothaman and Mr. J.V. Ramamurthy were granted 40000 and 45500 options respectively
under Employee Stock Option Plan 2000. Mr. J.V. Ramamurthy has also been granted 7500 options under
Employee Stock Based Compensation Plan 2005.



(vi) Period of contract of Executive Director
(a) Mr. Ajai Chowdhry, Chairman & C.E.O: - 5 Years from April 1, 2009.
- The contract may be terminated by either party giving the other party three months notice or the
Company paying three months salary in lieu thereof.
- There is no separate provision for payment of Severance Fees.
(b) Mr. J.V. Ramamurthy, Whole Time Director: - 5 Years from August 11, 2005
- The contract may be terminated by either party giving the other party three months notice or the
Company paying three months salary in lieu thereof.
- There is no separate provision for payment of Severance Fees.
(vii) There were no other pecuniary relationships or transactions of the Non-executive Directors of the Company.
(viii) Details of Shares of the Company held by the Non-executive Directors as on June 30, 2009 are as below:
S.I. No. Name of the Director No. of Shares
1. Mr. T.S. Purushothaman 5455
2. Mr. D.S. Puri 44731
The Company has not issued any convertible instruments.
5. SHAREHOLDERS’/ INVESTORS’ GRIEVANCE COMMITTEE :
(i) The Board has constituted Shareholders’ / Investors’ Grievance Committee to oversee and review all matters
connected with the transfer of Shares of the Company and redressal of Shareholders /Investors’ complaints.
(ii) The composition of the Shareholders’ / Investors’ Grievance Committee and the details of meeting attended by its
members are given below:
Held Attended
Mr. R. P. Khosla (Chairman) Independent, Non-executive 4 4
Mr. E.A. Kshirsagar (Member) Non-independent, Non-executive 4 4
Mr. S. Bhattacharya (Member) Independent, Non-executive 4 4
Mr. Ajai Chowdhry (Ex- Officio) Non-independent, Executive 4 4
(iii) The Committee met 4 times during the financial year 2008-09 on the following dates: 1st September 2008, 23rd
October 2008, 27th January 2009 and 23rd April 2009.
(iv) Name, designation and address of:
Compliance Officer : Mr. Sushil Kumar Jain
Company Secretary
HCL Infosystems Limited
E- 4,5,6, Sector 11, Noida
Tel: 0120-4203107
Fax: 0120-2525196
(v) During the year the Company received 14 complaints from SEBI/ stock exchanges / MCA. All complaints were
redressed to the satisfaction of the shareholder. No complaints were pending either at beginning or at the end of
the year. There were no shares pending for transfer as on 30th June, 2009.
6. CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT :
The Company has adopted a comprehensive Code of Conduct for its Directors and Senior Management, which lays the
standard of business conduct, ethics and governance.
The Code has been circulated to all the members of the Board and Senior Management and they have affirmed
compliance of the same.
The declaration signed by the Chairman & CEO is given below:
“I hereby confirm that:
The Company has obtained from all the members of the Board and Senior Management affirmation that they have
complied with the Code of Conduct for Directors and Senior Management in respect of the financial year 2008-09.”
Sd/-
Ajai Chowdhry
Chairman & CEO



7. UNLISTED SUBSIDIARY COMPANIES :
The Company has four unlisted wholly owned subsidiaries as on 30th June 2009 namely HCL Infinet Limited, incorporated
on 15th September, 1975, Natural Technologies Private Limited (NTPL) incorporated on 28th July 1995, HCL Security
Limited (HSL) incorporated on 19th March, 2008 and HCL Infocom Limited (HIL), incorporated on 17th December,
2008.
Mr. S. Bhattacharya, the Independent Director and Mr. Ajai Chowdhry and Mr. J.V. Ramamurthy, the Whole-time
Directors of the Company are also Directors of HCL Infinet Limited.
Mr. Ajai Chowdhry and Mr. J.V. Ramamurthy, the Whole-time Directors of the Company are also Directors of NTPL, HSL
and HIL. The Minutes of the Board Meetings of the subsidiary companies are regularly placed before the Board.
8. GENERAL BODY MEETINGS :
(i) The last three Annual General Meetings were held as under:
Financial Year Date Time Location
2007-08 24/10/2008 10.00 A.M FICCI Auditorium, 1, Tansen
Marg, New Delhi-110001

(ii) During the year none of the resolutions have been passed through postal ballot.
(iii) Special Resolutions passed at last three AGMs:
(a) At the AGM held on 24rd October 2008, no special resolution was passed.
(b) At the AGM held on 23rd October 2007, no special resolution was passed.
(c) At the AGM held on 19th October 2006, special resolutions were passed for:
- Alteration in Articles of Association with regard to increase in Authorised Capital.
- To maintain register of members, the index of members and copies of annual returns at the office of
Company’s Registrar and Share Transfer Agents, i.e. M/s Intime Spectrum Registry Limited (RTA) or
any other RTA who may be appointed in their place.
9. DISCLOSURES :
(i) There are no materially significant related party transactions of the Company, which have potential conflict with
the interests of the company at large.
(ii) The Company has complied with the requirements of the Stock Exchanges / SEBI / any Statutory Authority on all
matters related to capital markets during the last three years. There are no penalties or strictures imposed on the
Company by Stock Exchanges or SEBI or any statutory authorities relating to the above.
(iii) A qualified Practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital
with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and
the total issued and listed capital. The secretarial audit report confirms that the issued / paid-up capital is in
agreement with the total number of shares in physical form and the total number of dematerialized shares held
with NSDL and CDSL.
(iv) The Company has fulfilled the following non-mandatory requirements as prescribed in Annexure 1D to Clause 49
of the Listing Agreement with the Stock Exchanges:
(a) The Company has set up an Employees Compensation & Employees Satisfaction Committee. Please see para
4 for further details.
(b) The statutory financial statements of the Company are unqualified.
10. MEANS OF COMMUNICATION :
(i) Quarterly/Half Yearly/Annual Results: The Quarterly, Half Yearly and Annual Results of the Company are sent to
the stock Exchanges immediately after they are approved by the Board.
(ii) News Releases: The Quarterly, Half Yearly and Annual Results of the Company are published in the prescribed
proforma within 48 hours of the conclusion of the meeting of the Board in which they are considered, at least in
one English newspaper circulating in the whole or substantially the whole of India and in one Vernacular newspaper
of the State where the Registered Office of the Company is situated.



The quarterly financial results during the financial year 2008-09 were published as detailed below:
Quarter (FY 2008-09) Date of Board Meeting Date of Publication Name of the Newspaper
rd th
1 23 October, 2008 24 October, 2008 Business Standard & Veer Arjun
2 27th January, 2009 28th January, 2009 Business Standard & Veer Arjun
3 23rd April, 2009 24th April, 2009 Business Standard & Veer Arjun
(iii) Website: The Company’s website www.hclinfosystems.in contains a separate section ‘Investors’ where latest
shareholders information is available. The Quarterly, Half Yearly and Annual Results are regularly posted on the
website. Press releases made by the Company from time to time and the presentation made to the institutional
investors and analysts are displayed on the Company’s website.
(iv) Corporate Filing and Dissemination System (CFDS) Filing: As per the requirements of Clause 52 of the Listing
Agreement, all the data relating to quarterly financial results, shareholding pattern etc. have been electronically
filed on the Corporate Filing and Dissemination System (CFDS) portal, www.corpfiling.co.in within the time frame
prescribed in this regard.
(v) Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements,
Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled
thereto. The Management Discussion and Analysis (MDA) Report forms part of the Annual Report. The Annual
Report is also available on the Company’s website.
(vi) Chairman’s Communique: The Highlights of the quarterly financial results along with a message from the Chairman
are sent to each shareholder. Printed copy of the Chairman’s Speech is distributed to all the shareholders at the
Annual General Meetings.
(vii) Reminders to Investors: Reminders for unpaid/unclaimed dividend are sent to the Shareholders as per records.
11. GENERAL SHAREHOLDERS’ INFORMATION :
(i) Annual General Meeting:
Date : Friday, October 23, 2009
Time : 10.00 A.M.
Venue : FICCI Auditorium, 1, Tansen Marg, New Delhi-110 001.
(ii) Financial Calendar (Tentative Calendar for the financial year 2009-10):
Adoption of Results for the quarter ending September 30, 2009 : October 22, 2009
Adoption of Results for the quarter ending December 31, 2009 : January 28, 2010
Adoption of Results for the quarter ending March 31, 2010 : April 29, 2010
Adoption of Results for the quarter ending June 30, 2010 : September 01, 2010
(iii) Date of Book Closure : November 3 to November 4, 2009 (both days inclusive)
(iv) Dividend payment date : The Final Dividend if declared shall be paid on or before
November 21, 2009.
(v) Listing on Stock Exchanges : National Stock Exchange of India Limited
Bombay Stock Exchange Limited
(vi) Stock Codes/ Symbol:
National Stock Exchange of India Limited : HCL-INSYS
The Bombay Stock Exchange Limited : Physical Form – 179
: Electronic Form – 500179



(vii) Market price data:
Month Company’s Share Price
Historical Stock Chart
High Low 140 5000
(Rs.) (Rs.) 130 4500

July, 2008 142.20 119.00 120 4000

S&P CNX NIFTY INDEX in points
HCL Infosystems Share Price in
110 3500
August, 2008 128.00 112.20
100 3000
September, 2008 120.40 88.00
90 2500
October, 2008 109.80 77.00

Rs.
80 2000
November, 2008 92.05 63.25 70 1500
December, 2008 96.00 65.15 60 1000

1-Jul-08

12-Aug-08

25-Sep-08

11-Nov-08

29-Dec-08

11-Feb-09

30-Mar-09

19-May-09

30-Jun-09
January, 2009 92.75 70.00
February, 2009 89.40 71.00
March, 2009 83.05 65.25
HCL INSYS SHARE PRICE S&P CNX NIFTY
April, 2009 107.00 75.70
May, 2009 134.80 89.60
June, 2009 133.90 107.50

(source : The National Stock Exchange of India Ltd.)

(viii) Registrar and Transfer Agents (RTA):
Name & Address : M/s. Alankit Assignments Limited
Alankit House,
2E/21, Jhanewalan Extension,
New Delhi – 110 055
Contact Person : Mr. Mahesh Jairath, Senior Vice President
Phone No. : 91-11-23541234;
Fax No. : 91-11-42541967
E-Mail : rta@alankit.com
(ix) Share Transfer System:
Transfer of dematerialized shares is done through the depositories with no involvement of the Company. As
regards transfer of shares held in physical form, the transfer documents can be lodged with Alankit Assignments
Limited, the RTA of the Company, at their address mentioned above. Transfer of shares in physical form are
normally processed within 10-15 days from the date of receipt, if the documents are complete in all respects.
(x) Shareholders’ Referencer:
The shareholders’ referencer is available on the Company’s website. Any shareholder who wishes to obtain copy of
the same can send his request to the Company Secretary.
(xi) Distribution of Shareholding as on June 30, 2009:
Shareholders Total Shares
No. of Equity Shares Number % Number %
Upto 500 29055 84.80 3770435 2.20
501-1000 2672 7.80 2121983 1.24
1001-2000 1384 4.04 2026750 1.18
2001-3000 489 1.43 1226933 0.72
3001-4000 158 0.46 563468 0.33
4001-5000 114 0.33 530326 0.31
5001-10000 202 0.59 1454660 0.85
10000 and above 189 0.55 159517476 93.17
Total 34263 100.00 171212031 100.00



(xii) Shareholding pattern as on June 30, 2009:
Category No. of Percentage
shares (%)
Promoters / Promoters Group 93,357,957 54.53
Mutual Funds / UTI 6,701,303 3.91
Financial Institutions / Banks 3,557,996 2.08
Foreign Institutional Investors 53,403,410 31.19
Bodies Corporate 953,847 0.56
Indian Public 12,780,487 7.46
NRI / OCBs 457,031 0.27
TOTAL 171,212,031 100.00
(xiii) Dematerialisation of shares:
The shares of the Company are compulsorily traded in dematerialised form and are available for trading on both
the depositories in India i.e. NSDL & CDSL. As on June 30, 2009, 97.92% equity shares of the Company are
held in dematerialised form.
The Company’s shares are regularly traded on the NSE and the BSE in electronic form.
Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Company’s
shares is INE 236A01020.
(xiv) The Company has not issued any GDRs/ADRs/Warrants or Convertible instruments.
(xv) Plant locations:
- R.S. Nos: 34/4 to 34/7 and part of 34/1, Sedarapet, Puducherry - 605 111.
- R.S. Nos: 107/5, 6 & 7, Main Road, Sederapet Puducherry - 605 111.
- Plot No. 78, South Phase, Ambattur Industrial Estate, Chennai - 600 058.
- Plot No. SPL. A2, Thattanchavadi, Industrial Area, Puducherry - 605 009.
- Plot Nos. 1, 2, 27 & 28, Sector 5, SIDCUL, Rudrapur, Distt. – Udham Singh Nagar, Uttarakhand - 263 145.
- F - 214, G - 215, EPIP, Sitapura Industrial Area, Jaipur, Rajasthan – 302021.
(xvi) Address for Correspondence:
The shareholders may address their communication/ suggestions/ grievances/ queries to the Registrar and Share
Transfer Agents at the address mentioned above, or to:
The Company Secretary
E – 4, 5, 6, Sector – XI,
NOIDA (U.P.) – 201 301.
Tel. No.: 0120-4203107,
Fax: 0120-2525196
Email: cosec@hcl.in
(xvii)Shareholders Database:
In order to enable the Company to include the contact details of the shareholders in the shareholders database
maintained by the Company, the Members are requested to provide their phone number and e-mail address along
with their Folio No./DP ID and Client ID No. This will facilitate quick communication by the Company/RTA to its
shareholders. The details may be addressed to the Company at its Corporate Office at E-4,5,6, Sector XI, Noida
(U.P) or by mailing it to cosec@hcl.in.
This can also be sent by SMS. For sending SMS, please type SHDB,Client ID-DP ID, eMail ID and send it to
+919911115555 eg. SHDB,IN300513-15289788,rajeevgupta@yahoo.com in case the shares are held in electronic
form. For shares held in physical form, please type SHDB, Folio No., eMail ID and send it to +919911115555 eg.
SHDB,R000551,rajeevgupta@yahoo.com.
(xviii) Company Website:
The Company has its website namely www.hclinfosystems.in. This provides detailed information about the Company,
its products and services offered, locations of its corporate office and various sales offices etc. It also contains
updated information of the financial performance of the Company and procedures involved in completing various
investors’ related transactions expeditiously. The quarterly results, annual reports and shareholding distributions
etc. are updated on the website of the company from time to time.



Auditors’ Certificate regarding compliance of conditions of Corporate Governance

To the Members of HCL Infosystems Limited
We have examined the compliance of conditions of Corporate Governance by HCL Infosystems Limited, for the year ended
June 30, 2009, as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchanges in India.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination
was carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49
of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance.
It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

V. Nijhawan
Partner
Membership No: F -87228


AUDITORS’ REPORT

To
The Members of HCL Infosystems Limited
1. Wehave audited the attached Balance Sheet of HCL Infosystems Limited, as at June 30, 2009, and the related Profit
and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed
under reference to this report. These financial statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report)
(Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of
‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks of the books and records of the
company as we considered appropriate and according to the information and explanations given to us, we give in the
Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from
our examination of those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report
comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the directors, as on June 30, 2009 and taken on record by
the Board of Directors, none of the directors is disqualified as on June 30, 2009 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial
statements together with the notes thereon and attached thereto give in the prescribed manner the information
required by the Act and give a true and fair view in conformity with the accounting principles generally accepted
in India:
(i) in the case of the Balance Sheet, of the state of affairs of the company as at June 30, 2009;
(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

V.Nijhawan
Partner
Membership Number F - 87228


ANNEXURE TO AUDITORS’ REPORT

[Referred to in paragraph 3 of the Auditors’ Report of even date to the members of HCL Infosystems Limited on the financial
statements for the year ended June 30, 2009]
1. (a) The company is maintaining proper records showing full particulars including quantitative details and situation of
fixed assets.
(b) The fixed assets are physically verified by the management according to a phased programme designed to cover all
the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company
and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified
by the management during the year and no material discrepancies between the book records and the physical
inventory have been noticed.
(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has
not been disposed of by the company during the year.
2. (a) The inventory (excluding stocks with third parties) has been physically verified by the management during the
year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our
opinion, the frequency of verification is reasonable.
(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and
adequate in relation to the size of the company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper
records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records
were not material.
3. The company has not taken or granted any loans, secured or unsecured, from / to companies, firms or other parties
covered in the register maintained under Section 301 of the Act.
4. In our opinion and according to the information and explanations given to us, having regard to the explanation that
certain items purchased are of special nature for which suitable alternative sources do not exist for obtaining comparative
quotations, there is an adequate internal control system commensurate with the size of the company and the nature of
its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of
our examination of the books and records of the company, and according to the information and explanations given to
us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the
aforesaid internal control system.
5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or
arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained
under that section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance
of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during
the year have been made at prices which are reasonable having regard to the prevailing market prices at the
relevant time.
6. In our opinion and according to the information and explanations given to us, the company has complied with the
provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the Companies (Acceptance of
Deposits) Rules, 1975 with regard to the deposits accepted from the public. According to the information and explanations
given to us, no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank
of India or any Court or any other Tribunal on the company in respect of the aforesaid deposits.
7. In our opinion, the company has an internal audit system commensurate with its size and nature of its business.
8. We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to
the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause
(d) of sub-section (1) of Section 209 of the Act and are of the opinion that prima facie, the prescribed accounts and
records have been made and maintained. We have not, however, made a detailed examination of the records with a
view to determine whether they are accurate or complete.
9. (a) According to the information and explanations given to us and the records of the company examined by us, in our
opinion, the company is generally regular in depositing the undisputed statutory dues including provident fund,
investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service
tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the records of the company examined by us, there
are no dues of wealth tax, service tax and custom duty and cess as at June 30, 2009 which have not been
deposited on account of dispute except for sales tax, income tax and excise duty as mentioned below :



Name of the statute Amount Amount Period to Forum where the
(Nature of Dues) (Rs./ Crores) deposited which the dispute is pending
under protest amount relates
(Rs./ Crores)
U.P. Trade Tax Act, 1948 13.07 3.50 1998 to 2008 Joint Commissioner (Appeals)
(Sales Tax including Penalty) of Commercial Tax/
Commercial Tax Tribunal/
High Court/Additional
Commissioner (Appeals) of
Commercial Tax
U.P. Value Added Tax Act, 2008 0.14 0.13 2008 to 2009 Joint Commissioner (Appeals)
(Commercial Tax including Penalty) of Commercial Tax
Delhi Sales Tax Act, 1975 1.02 0.03 1999 to 2005 Additional Commissioner of Sales
Tax/
Deputy Commissioner (Appeals) of
Sales Tax
Delhi Value Added Tax Act, 0.17 - 2005-2006 Deputy Commissioner (Appeals)
2004 (Trade Tax) of Sales Tax
Tamil Nadu General Sales Tax 0.68 0.14 1998 to 2005 Tribunal Commercial Tax/
Act, 1959 (Sales Tax) Commercial Tax Officer/
Assistant Appellate Commissioner/
Commercial Tax Officer
West Bengal Sales 0.02 - 2000 to 2006 Joint Commissionner (Appeals)
Tax Act, 1994 (Sales Tax) of Sales Tax
Assam General Sales Tax, 1993 0.05 0.01 2001 to 2004 Superintendent, Sales Tax
(Sales Tax)
Rajasthan Sales Tax Act, 1994 0.06 0.01 1998 to 2004 Deputy Commissioner (Appeals)
(Sales Tax) of Commercial Tax
Rajasthan Value Added Tax 0.17 - 2006 to 2008 Deputy Commissioner of
Act, 2003 (Commercial Tax) Commercial Tax
Kerala General Sales Tax Act, 0.39 0.15 2000 to 2002 Deputy Commissioner (Appeals)
1963 (Sales Tax) of Sales Tax
Maharashtra Sales Tax Act, 0.01 0.01 2003-2004 Deputy Commissioner (Appeals)
1969 (Sales Tax) of Sales Tax
Himachal Pradesh Value Added 0.08 0.08 2006-2007 Additional Commissioner of Sales
Tax Act, 2005 Tax
(Sales Tax including Penalty)
Karnataka Value Added 0.47 - 2006-2007 Assessing Officer
Tax Act, 2003 (Sales Tax)
Andhra Pradesh Value Added 0.91 - 2006 to 2008 Commissioner Appeals
Tax Act, 2005 (Sales Tax)
Punjab General Sales Tax 0.06 - 2004-2005 Deputy Commissioner Appeals
Act, 1948
Punjab Value Added 0.44 0.11 2007-2008 Deputy Commissioner Appeals
Tax Act, 2005
Jammu and Kashmir Value 2.75 0.08 2007 to 2009 Deputy Commissioner Appeals
Added tax Act, 2005
Uttarakhand Value Added Tax 0.70 1.00 2007 to 2009 Joint Commissioner of
Act, 2005 Commercial Tax
Sub Total (a) 21.19 5.25



Name of the statute Amount Amount Period to Forum where the
(Nature of Dues) (Rs./ Crores) deposited which the dispute is pending
under protest amount relates
(Rs./ Crores)
Central Excise Act, 1944 10.86 0.85 1980 to 2008 CESTAT/
(Excise Duty, Interest including Commissioner (Appeals)
Penalty)
Sub Total (b) 10.86 0.85
Income Tax Act, 1961 2.94 0.16 1989 to 2007 Commissioner Appeals/ High Court
(Income Tax)
Sub Total (c) 2.94 0.16
Total (a)+(b)+(c) 34.99 6.26
For detailed listing refer Note 26 on Schedule 21.

10. The company has no accumulated losses as at June 30, 2009 and it has not incurred any cash losses in the financial
year ended on that date or in the immediately preceding financial year.
11. According to the records of the company examined by us and the information and explanation given to us, the company
has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet
date.
12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures
and other securities.
13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable
to the company.
14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.
15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees
given by the company, for loans taken by others from banks or financial institutions during the year, are not prejudicial
to the interest of the company.
16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have
been applied for the purposes for which they were obtained.
17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the
information and explanations given to us, there are no funds raised on a short-term basis which have been used for
long-term investment.
18. The company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act during the year.
19. The company has created security or charge in respect of debentures issued and outstanding at the year-end.
20. The company has not raised any money by public issues during the year.
21. During the course of our examination of the books and records of the company, carried out in accordance with the
generally accepted auditing practices in India, and according to the information and explanations given to us, we have
neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been
informed of such case by the management.

V.Nijhawan
Partner
Membership Number F - 87228


BALANCE SHEET AS AT JUNE 30, 2009

As at As at
Schedule 30.06.2009 30.06.2008
(Note No.) Rs./Crores Rs./Crores
Sources of Funds:
Shareholders’ Funds :
Capital 1 34.24 34.23
Reserves and Surplus 2 1098.12 972.03
Loan Funds:
Secured Loans 3 101.85 -
Unsecured Loans 4 125.00 352.66
Deferred Tax Liabilities (Net) 21(5) - 6.85
1359.21 1365.77
Application of Funds:
Fixed Assets: 5
Gross Block 234.10 216.68
Less: Depreciation 83.47 78.11
Net Block 150.63 138.57
Capital Work-In-Progress 9.50 13.89
(Including Capital Advances) 160.13 152.46
Investments 6 276.10 215.02
Deferred Tax Assets (Net) 21(5) 4.08 -
Current Assets, Loans and Advances:
Inventories 7 888.26 898.37
Sundry Debtors 8 1498.26 1241.46
Cash and Bank Balances 9 202.99 317.36
Other Current Assets 10 102.35 92.26
Loans and Advances 11 191.90 139.94
2883.76 2689.39
Less: Current Liabilities and Provisions 12
Current Liabilities 1882.97 1620.25
Provisions 81.89 70.85
1964.86 1691.10
Net Current Assets 918.90 998.29

1359.21 1365.77
Significant Accounting Policies 20
Notes to Accounts 21

This is the Balance Sheet referred to The schedules referred to above form an integral part of the
in our report of even date Balance Sheet

For and on behalf of the Board of Directors

V.NIJHAWAN AJAI CHOWDHRY J.V. RAMAMURTHY SANDEEP KANWAR
Partner Chairman and Chief Operating Officer Chief Financial Officer
Membership Number F-87228 Chief Executive Officer
Price Waterhouse
Chartered Accountants SUSHIL KUMAR JAIN
Company Secretary
Place : New Delhi
Dated : September 08, 2009


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2009

Year ended Year ended
Schedule 30.06.2009 30.06.2008
Income
Business Income 13 12336.81 12366.77
Less : Excise Duty 126.08 12210.73 158.00 12208.77
Other Income 14 33.60 47.75
12244.33 12256.52
Expenditure
Cost of Goods and Services Sold 15 11128.50 11166.95
Personnel 16 325.98 292.96
Administration, Selling, Distribution and Others 17 344.73 286.72
Repairs 18 9.33 11.50
Finance Charges 19 44.66 47.57
Depreciation and Amortisation 5 17.31 16.40
Less : Transfer from Revaluation Reserve 0.04 17.27 0.05 16.35
11870.47 11822.05
Profit before Tax 373.86 434.47
Tax expense 21 (5)
- Current [ Wealth tax Rs.0.02 Crores
(2008 - Rs.0.02 Crores)] 122.77 131.50
- Fringe Benefit 1.45 3.85
- Deferred (10.80) 113.42 (5.63) 129.72
Profit after Tax 260.44 304.75
Add: Balance in Profit and Loss Account brought forward 702.81 589.03
Adjustments due to scheme of arrangement
- as on April 1, 2007 and for the period April 1, 2007 to
June 30, 2007 (Loss- Rs. 0.01 Crores) 21 [23(b)] - (0.40)
- as on July 1, 2008 0.55 -
Adjustments as per scheme of arrangement 21 [23(a)] (2.23) -
Profit available for appropriation 961.57 893.38
Less: Appropriations:
Debenture Redemption Reserve 3 4.00 -
Proposed Dividend 25.68 34.23
Corporate Dividend Tax on Proposed Dividend 4.36 5.82
Interim Dividend [including Rs. 0.00 Crores
(2008-Rs.0.20 Crores) paid for previous year ] 85.59 102.61
Corporate Dividend Tax on Interim Dividend 14.55 17.44
Transfer to General Reserve 26.05 30.47
Balance Carried over 801.34 702.81
961.57 893.38
Earning per equity share (in Rs.)
Basic (of Rs.2/- each) 21 (20) 15.21 17.88
Diluted (of Rs.2/- each) 21 (20) 15.21 17.64
Significant Accounting Policies 20
Notes to Accounts 21

This is the Profit and Loss Account The schedules referred to above form an integral part of the
referred to in our report of even date Profit and Loss Account


V. NIJHAWAN AJAI CHOWDHRY J.V. RAMAMURTHY SANDEEP KANWAR
Price Waterhouse
Company Secretary
Place : New Delhi


CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2009

2009 2008

1. Cash flow from operating activities

Net profit before tax 373.86 434.47

Adjustments for:
Depreciation 17.27 16.35
Interest Expense 44.66 47.57
Interest Income (7.15) (7.81)
Dividend Income (4.38) (14.02)
Loss on Sale of Fixed Assets 0.30 0.00
Fixed Assets Written Off 0.12 -
(Profit)/Loss on sale of Investments (0.93) (1.75)
Provision for Doubtful Debts and Bad Debts written off 27.10 1.23
Provision Doubtful Loans and Advances 5.49 -
Provision for Other Current Assets 0.38 -
Provisions/Liability no longer required written back (15.59) (15.17)
Provision for Gratuity and other Employee Benefits 5.14 4.41
Provision for diminution in the value of Investments 0.04 0.21
Unrealised foreign exchange (gain) /loss 7.75 8.54
Provision for warranty liability 12.90 93.10 13.28 52.84

Operating profit before working capital changes 466.96 487.31

Adjustments for changes in working capital :

- (Increase)/Decrease in Sundry Debtors (285.17) (244.49)
- (Increase)/Decrease in Other Current Assets, Loans and Advances (69.96) (68.59)
- (Increase)/Decrease in Inventories 10.11 (106.65)
- Increase/(Decrease) in Current Liabilities and Provisions 251.52 (93.50) 235.49 (184.24)
Cash generated from operations 373.46 303.07
- Taxes (Paid) / Received (Net of Tax Deducted at Source) (105.91) (150.40)
Net cash from operating activities (A) 267.55 152.67
2. Cash flow from Investing activities:
Adjustments for changes in :
Purchase of fixed assets (24.07) (37.26)
Capital Work in Progress 5.81 7.46
Proceeds from Sale of fixed assets 1.52 2.45
Proceeds from Sale of Investments 1,980.11 3,611.32
Purchase of investments (2,034.38) (3,553.34)
Interest Received 7.34 7.86
Dividend Received 4.38 14.02
Purchase of Investment in Subsidiary (14.33) (8.46)

Net cash from / (used in) investing activities (B) (73.62) 44.05


CASH FLOW STATEMENT FOR THE YEAR ENDED JUNE 30, 2009

Year Ended Year Ended
2009 2008
3. Cash Flow from Financing Activities
Share Capital issued 0.01 0.40
Share Premium Received (Net) 0.26 16.12
Secured Loans
- Short term received/(paid) (1.52) (6.02)
- Long term received 103.59 -
- Long term paid (1.74) (6.00)
Unsecured Loans
- Short term received/(paid) (147.47) 183.00
- Long term received - 67.94
- Long term paid (81.45) 123.06
Interest Paid (40.85) (46.40)
Dividend Paid (119.55) (136.12)
Dividend Tax Paid (20.36) (23.20)
Net cash from / (used in) financing activities (C) (309.08) (73.34)
Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (115.15) 123.38
Opening Balance of Cash and Cash Equivalents 317.36 193.94
Cash and Cash Equivalents Acquired of erstwhile
NTPL as on June 30, 2008 (Refer Note 3 below) 0.78 -
Cash and Cash Equivalents Acquired of erstwhile
Stelmac as on June 30, 2007 - 0.04
Closing Balance of Cash and Cash Equivalents 202.99 317.36
[Includes exchange rate fluctuation of Rs. 1.04 Crores
(2008-Rs. 0.14 Crores)]

Cash and cash equivalents comprise 202.99 317.36
Cash,Cheques and Drafts (in hand) 52.04 100.26
Balance with Scheduled Banks in Current Accounts 138.94 216.61
Balance with Scheduled Banks in Deposits Accounts 4.00 0.02
Balance with Non-Scheduled Banks in Current Accounts 8.01 0.47
Notes :-
1. The above Cash Flow Statement has been prepared under the indirect method set out in Accounting Standard-3,
notified u/s 211(3C) of Companies Act, 1956.
2. Cash and cash equivalents include the following balances with scheduled banks which are not available for use by the
company:
2009 2008
Deposit Accounts 3.35 -
Unclaimed Dividend 3.22 2.94
Margin Money for Bank Guarantee 0.32 0.43
3. Assets / (Liabilities) of erstwhile Natural Technologies Private Limited (NTPL) amalgamated under the scheme of
Amalgamation have not been considered as cash flows, rather their net impact has been taken as Cash and Cash
Equivalents of erstwhile Natural Technologies Private Limited (NTPL) as on June 30, 2008 (Refer note 23 of schedule 21).
4. Schedule 1 to 21 form integral part of Cash Flow Statement
5. Figures in brackets indicate cash outgo.
This is the Cash Flow Statement
referred to in our report of even date For and on behalf of the Board of Directors

V.NIJHAWAN AJAI CHOWDHRY J.V. RAMAMURTHY SANDEEP KANWAR
Price Waterhouse
Company Secretary
Place : New Delhi

SCHEDULES TO THE BALANCE SHEET AS AT JUNE 30, 2009

As at As at
30.06.2009 30.06.2008
1- Capital
[Schedule-21, Note 18 and 24]

Authorised:
55,00,00,000 (2008 - 55,00,00,000) Equity Shares of Rs. 2/- each 110.00 110.00
5,00,000 (2008 - 5,00,000) Preference Shares of Rs. 100/- each 5.00 5.00
115.00 115.00
Issued, Subscribed and Paid up:
17,12,12,031 (2008 - 17,11,49,656) Equity shares of Rs.2/- each,
fully paid up. 34.24 34.23
Add : Shares Forfeited 0.00 0.00
[Represents Rs.1000 (2008 - Rs.1000)]
34.24 34.23
Notes:-
1. Paid up share capital includes :
a) 5,04,47,295 (2008 - 5,04,47,295) Equity Shares of Rs.2/- each issued pursuant to contract without payment
being received in cash.
b) 5,31,82,765 (2008 - 5,31,82,765) Equity Shares of Rs.2/- each Bonus shares issued from Securities Premium
Account.
c) 1,15,84,715 (2008 - 1,15,22,340) Equity Shares of Rs.2/- each issued pursuant to the exercise of options granted
under Employee Stock Option Scheme 2000.
d) 80,021 (2008 - 80,021) Equity Shares of Rs.2/- each issued pursuant to the exercise of options granted under
Employee Stock Based Compensation Plan 2005.
2 Of the above subscribed shares, 7,58,79,734 (2008 - 7,46,51,388) Equity Shares of Rs.2/- each are held by HCL
Corporation Limited.

2- Reserves and Surplus As at Additions/ Deductions/ As at
[Schedule-21, Notes 18 and 23] 01.07.2008 Adjustments Adjustments 30.06.2009
Rs./Crores Rs./Crores Rs./Crores Rs./Crores

Capital Reserve 0.00 - - 0.00
[Represents Rs. 37,135 (2008 -Rs.37,135)] (0.00) (-) (-) (0.00)
Securities Premium Account 124.91 0.80 0.09 125.62
(108.79) (22.66) (6.54) (124.91)
General Reserve 141.11 26.05 - 167.16
(110.64) (30.47) (-) (141.11)
Revaluation Reserve (Adj.) 3.20 2.54 5.74 -
(2.92) (17.03) (16.75) (3.20)
Debenture Redemption Reserve - 4.00 - 4.00
(-) (-) (-) (-)
Profit and Loss Account 702.81 100.76 2.23 801.34
(589.03) (113.78) (-) (702.81)
972.03 134.15 8.06 1098.12
(811.38) (183.94) (23.29) (972.03)
Notes:-
1 Addition to the Securities Premium Account is in respect of allotment of equity shares of Rs.2 each to employees of the
company and its subsidiaries under the Employee Stock Option Scheme 2000 and Employee Stock Based Compensation
Plan 2005 is Rs. 0.36 Crores (2008 Rs. 22.66 Crores) .
2 Deduction from the Securities Premium Account is in respect of the amount paid towards Fringe benefit tax on exercise
of options granted under Employee Stock Option Scheme 2000 and Employee Stock Based Compensation plan 2005.
3 Previous year’s figures are given in brackets.



As at As at
30.06.2009 30.06.2008

3- Secured Loans
Long Term
Debentures 80.00 -
Loans from Others:
-Long Term Loan 21.85 -
101.85 -

Notes:-
1) The Company issued 800 Rated Taxable Secured Redeemable Non- Convertible Debentures of face value of Rs. 10
lakhs each, aggregating to Rs. 80.00 Crores, at a coupon rate 12.75% per annum payable annually on private placement
basis to Life Insurance Corporation of India on December 19, 2008. These Debentures are redeemable at par at the end
of 5th year from the date of allotment, with a call option excercisable by the issuer, only at the end of 3 years from the
date of allotment. Debentures are secured by way of first mortgage and charge on identified immovable and movable
assets of the company.
2) Term loan from others is secured by way of first charge on IT and Telcommunication assets. Payable within one year
Rs.4.82 crores (2008-Rs. Nil Crores).

4- Unsecured Loans
Public Deposits - 0.01
Short Term Loans
From Banks - Commercial Paper 20.00 20.00
- Foreign Currency Loan - 106.21
Other Loans
- Commercial Paper 105.00 145.00
- Others - 81.44
125.00 352.66

1) Amount payable within one year is Rs. 125.00 Crores (2008 - Rs. 352.66 Crores)



5- Fixed Assets
[Schedule-21, Notes 1, 2, 19(b) and 23] Rs./Crores
Gross Block Depreciation Net Block
As at Additions/ Deductions/ As at As at Additions/ Deductions/ As at As at As at
01.07.2008 Adjustments Adjustments/ 30.06.2009 01.07.2008 Adjustments Adjustments/ 30.06.2009 30.06.2009 30.06.2008
during Retired during during Retired during
the year the year the year the year

Tangible :
Land - Leasehold 7.97 4.98 - 12.95 0.58 0.19 - 0.77 12.18 7.39
Land - Freehold 25.61 0.06 - 25.67 - - - - 25.67 25.61
Buildings 75.15 8.04 0.03 83.16 13.44 1.98 0.01 15.41 67.75 61.71
Plant & Machinery and 43.91 4.53 5.61 42.83 23.93 5.81 5.44 24.30 18.53 19.98
Air Conditioners
Furniture, Fixtures and 59.64 13.80 8.66 64.78 38.06 9.20 7.19 40.07 24.71 21.58
Office Equipment
Vehicles 1.48 0.19 0.20 1.47 0.89 0.25 0.18 0.96 0.51 0.59
Intangible :
Software 2.92 0.67 0.35 3.24 1.21 0.84 0.09 1.96 1.28 1.71
TOTAL 216.68 32.27 14.85 234.10 78.11 18.27 12.91 83.47 150.63 138.57

Previous Year 162.31 58.93 4.56 216.68 63.83 16.40 2.12 78.11

[Including capital advances of Rs.0.86 Crores (2008 - Rs.3.84 Crores)] 160.13 152.46

Notes :-
1. Land-Freehold and Building at Ambattur amounting to Rs.0.57 Crores (2008 - Rs.0.57 Crores) are pending registration in the name of the company.
2. For current year, additions to gross block and depreciation include Rs.5.05 Crores and Rs.0.96 Crores respectively on account of transfer of fixed assets
of the amalgamating company as on July 1, 2008 (Refer Note 23 on Schedule 21). During the year capital work in progress of Rs.0.80 Crores as on July
01, 2008 relating to Natural Technologies Private Limited was capitalised.
3. Software comprise of cost of acquiring licences and implementation charges.

6- Investments
[Schedule-21, Notes 15, 23 and 25]
As at As at Face As at As at
30.06.2009 30.06.2008 Value 30.06.2009 30.06.2008
Units Units Rs. Rs./Crores Rs./Crores

Unquoted (Trade) : Long Term
in Subsidiary Company
HCL Security Limited-Equity Shares 4,050,000 50,000 10 4.05 0.05
Natural Technologies Private Limited-
Equity Shares - 484,856 10 - 8.41
HCL Infinet Limited-Equity Shares
(Formerly known as Microcomp Limited) 2,701,810 1,701,810 100 11.68 1.68
HCL Infocom Limited 330,000 - 10 0.33 -
16.06 10.14
Unquoted Others : Current
Dividend Options
HSBC Ultra Short Term Bond Fund -
Institutional Plus 17,901,873 - 10 18.00 -
HSBC Liquid Plus - 10,438,484 10 - 10.47


SCHEDULES TO THE BALANCE SHEET | AS AT JUNE 30, 2009

30.06.2009 30.06.2008 Value 30.06.2009 30.06.2008

IDFC Floating Rate Fund - Long Term Plan 17,986,279 29,051,418 10 18.02 29.14
ICICI Prudential Flexible Income Plan 25,691,455 40,575,673 10 27.08 42.80
Kotak Flexi Debt- Quarterly Dividend 19,762,322 24,946,136 10 20.13 25.37
Kotak Flexi Debt- Daily Dividend 14,948,452 - 10 15.02 -
Principal Cash Management Fund 38,790,521 20,034,216 10 39.00 20.04
Reliance Liquid Plus 200,214 320,890 1,000 20.06 32.15
Reliance Money Manager Fund
Institutional Option- Weekly Dividend 179,924 - 10 18.02 -
Tata Floater Fund 26,444,252 19,630,564 10 26.66 19.79
UTI Liquid Cash Plan - 167,269 1,000 - 17.11
HDFC Cash Management Fund 33,970,011 7,995,757 10 34.03 8.01
IDFC Money Manager Fund -
Institutional Plus 23,984,230 - 10 24.02 -

260.04 204.88

276.10 215.02

Note :- Net asset value of Unquoted (Others) Current Investments in Mutual Funds as on June 30, 2009 is Rs. 260.07
Crores (2008 - Rs. 204.95 Crores)

As at As at
30.06.2009 30.06.2008
7- Inventories
[Schedule-21, Notes 8(c)]
Raw materials and Components [Including in Transit
Rs. 13.15 Crores (2008 -Rs. 36.81 Crores)] 89.25 119.67
Stores and Spares 66.64 64.23
Finished Goods [Including in Transit Rs.149.30 Crores
(2008-Rs. 118.23 Crores)] 731.21 712.79
Work-In-Progress 1.16 1.68

888.26 898.37



As at As at
30.06.2009 30.06.2008
8- Sundry Debtors - Unsecured
Debts outstanding for a period exceeding six months :
- Considered Good 529.54 364.27
- Considered Doubtful 19.95 1.74
549.49 366.01
Other debts
1518.21 1243.20
Less : Provision for Doubtful Debts 19.95 1498.26 1.74 1241.46

1498.26 1241.46

9- Cash and Bank Balances
[Schedule -21, Note 23]
Cash balance on hand 0.29 0.42
Cheques in Hand 51.75 99.84
Balances with Scheduled Banks:
- On Current Account 135.42 213.63
Less :- Money held in Trust 0.02 135.40 0.39 213.24

- On Dividend Account 3.22 2.94
- On Margin Account 0.32 0.43

- On Fixed Deposits [Includes Escrow
Account Rs. 3.35 Crores (2008. Rs. Nil)] 4.32 0.34

Balances with Non-Scheduled Banks:
- On Current Account
Standard Chartered Bank, Singapore-USD 7.99 0.44
[Maximum amount outstanding during the year
Rs. 11.15 Crores (2008-Rs.1.05 Crores)]
Standard Chartered Bank, Singapore- SGD 0.02 8.01 0.03 0.47
Rs. 0.04 Crores (2008-Rs.0.03 Crores)]
202.99 317.36

10- Other Current Assets - Unsecured
[Schedule-21, Notes 3 (c), 19(a) and 23]
Considered Good
Deposits 32.22 26.43
Lease Rental Recoverable 20.09 35.63
Unbilled Revenue 50.04 30.20
Considered Doubtful 0.38 -
Less: Provision for Doubtful Assets 0.38 - - -
102.35 92.26


SCHEDULES TO THE BALANCE SHEET | AS AT JUNE 30, 2009

As at As at
30.06.2009 30.06.2008

11- Loans and Advances - Unsecured
[Schedule-21, Note 17, 23 and 27]

Considered Good
- Amounts recoverable in cash or in kind or for value 159.19 120.47
to be received
- Advances and Loans to Subsidiaries 2.76 1.63
- Balances with Customs, Port Trust, Excise and Sales 29.95 17.84
Tax Authorities
Less: Provision for Doubtful Loans and Advances 5.49 - - -
191.90 139.94

12- Current Liabilities and Provisions
[Schedule-21, Notes 4, 5, 6, 22, 23 and 27]

Current Liabilities:
Acceptances 438.16 252.82
Sundry Creditors
- Due to Subsidiaries 2.21 0.01
- Due to Micro and Small Enterprises 1.76 0.60
- Other than Micro and Small Enterprises 1169.59 1173.56 1156.21 1156.82
Sundry Deposits 4.15 4.31
Interest accrued but not due:
- On Secured Loans 5.51 -
- On Unsecured Loans - 1.73
Investor Education and Protection Fund :
- Unclaimed Dividend * 3.22 2.94
Advances from Customers 31.91 24.74
Deferred Revenue 155.87 142.50
Other Liabilities 70.59 34.39
1882.97 1620.25

Provisions:
For Income Tax [Net of Advance Income Tax of
Rs. 381.77 Crores (2008-Rs. 364.10 Crores)] 23.28 5.07
For Warranty Liability 4.28 5.61
For Gratuity and Other Employee Benefits 24.29 20.12
81.89 70.85
1964.86 1691.10

* There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at June 30, 2009.
These shall be credited and paid to the fund as and when due.


SCHEDULES TO THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2009

30.06.2009 30.06.2008

13- Business Income
[Schedule-21, Notes 8(c)]

Sales and Related Income 11724.25 11945.40
Services 612.56 421.37
12336.81 12366.77
14- Other Income
[Schedule-21, Notes 19(a) and Note 30]
Interest :
- On Lease Rental 4.63 5.28
- On Fixed Deposits (Gross) 0.76 0.20
[Tax deducted at source Rs. 0.07 Crores
(2008 - Rs.0.03 Crores)]
- On Other Loans and Advances 0.01 0.01
- Others 1.75 7.15 2.32 7.81

Dividend from (Others) Current Investments 4.38 14.02
Insurance Claims 0.27 0.03
Provisions/Liabilities no longer required written back 15.59 15.17
Profit on disposal of (Others) Current Investments 0.93 1.75
Profit on Foreign Exchange Fluctuation - 1.66
Miscellaneous Income 5.28 7.31
33.60 47.75
15- Cost of Goods and Services Sold
[Schedule-21, Notes 8(b), 8(c), 9 and 10]

Raw Materials and Components Consumed 1860.66 1753.94
Purchase of Traded Goods 8927.75 9270.16
Purchase of Services 223.66 91.66
Stores and Spares Consumed 28.46 29.38
Power and Fuel 1.72 1.60
Labour and Processing Charges 10.93 10.50
Royalty 93.22 99.52
11146.40 11256.76
Closing Stock
- Finished Goods (Including in Transit) 731.21 712.79
[Including excise duty of Rs. 3.97 Crores
(2008 - Rs. 3.43 Crores)]
- Work-In-Progress 1.16 1.68
732.37 714.47
Opening Stock
[Including excise duty Rs. 3.15 Crores (2008 - Rs. 3.77 Crores)]
- Work-In-Progress 1.68 1.23
714.47 624.66
(Increase)/Decrease in Stocks of Finished Goods and
Work-In-Progress : (17.90) (89.81)

11128.50 11166.95


SCHEDULES TO THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED JUNE 30, 2009

30.06.2009 30.06.2008
16- Personnel
[Schedule-21, Note 22]

Salaries, Wages, Allowances, Bonus and Gratuity 305.66 275.43
Contribution to Provident Fund and Other Funds 11.93 9.90
Staff Welfare Expenses 8.39 7.63
325.98 292.96
17- Administration, Selling, Distribution and Others
[Schedule-21, Note 19 (b) and Note 30]

Rent 22.85 18.39
Rates and Taxes 11.90 9.70
Printing and Stationery 3.92 5.05
Communication 10.57 12.00
Travelling and Conveyance 30.45 32.82
Packing, Freight and Forwarding 51.68 55.32
Legal and Professional 23.04 18.80
Training and Conference 4.32 4.92
Office Electricity and Water 7.48 6.82
Insurance 7.64 7.22
Advertisement, Publicity and Entertainment 57.06 71.53
Hire Charges 1.55 1.86
Commission on Sales 22.14 18.73
Bank Charges 10.52 9.41
Provision for Doubtful Debts 19.47 1.29
Provision for Doubtful Loans and Advances 5.49 -
Loss on Sale of Fixed Assets 0.30 0.00
Fixed Assets Written Off 0.12 0.00
Loss on Foreign Exchange Fluctuation 26.39 -
Diminution in the value of current investments 0.04 0.21
Miscellaneous 27.91 13.20
345.22 287.27
Less : Operating Cost Recovered from Subsidiaries 0.49 0.55
344.73 286.72
18- Repairs
Plant and Machinery 0.60 0.46
Buildings 0.91 0.83
Others 7.82 10.21
9.33 11.50
19- Finance Charges

Interest on :
- Debentures 5.42 -
- Other fixed loans 22.80 32.76
- On Others 16.44 44.66 14.81 47.57
44.66 47.57


SCHEDULES TO THE BALANCE SHEET & PROFIT AND LOSS ACCOUNT

SCHEDULE 20 - SIGNIFICANT ACCOUNTING POLICIES
1. BASIS OF ACCOUNTING
The financial statements of the Company have been prepared and presented under the historical cost convention on
the accrual basis of accounting in accordance with the accounting principles generally accepted in India and comply
with the mandatory Accounting Standards notified under section 211(3C) of the Companies Act, 1956 and the
relevant provisions of the Companies Act, 1956.
2. FIXED ASSETS
Fixed Assets including in-house capitalisation and Capital Work-in-Progress are stated at cost except those which are
revalued from time to time on the basis of current replacement cost / value to the Company, net of accumulated
depreciation.
Assets taken on finance lease on or after 1.4.2001 are stated at fair value of the assets or present value of minimum
lease payments whichever is lower.
Intangible Assets are stated at cost net of amortization.
3. DEPRECIATION
(i) Depreciation has been calculated as under:
(a) Depreciation on fixed assets is provided on a prorata basis using the straight–line method based on economic
useful life determined by way of periodical technical evaluation.
Economic useful lives which are not exceeding those stipulated in Schedule XIV of the Companies Act,
1956 are as under:
Plant and machinery 4-6 years
Building - Factory 25-28 years
- Others 50-58 years
- Capitalised prior to 1.5.1986 As per Section 205(2)(b) of the Companies
Act, 1956
- Acquired on or after 1.5.1986 At the rates specified in Schedule XIV
and before 16.12.1993 of the Companies (Amendment) Act, 1988
Furniture & Fixture 4-6 years
Air Conditioners 3-6 years
Vehicles 4-6 years
Office Equipment 3-6 years
Computers 3-5 years
(b) The assets taken on finance lease on or after April 1, 2001 over their expected useful lives.
(ii) Leasehold assets viz land are amortised over the period of lease. Leasehold improvements are amortised on
straight line basis over the period of three years or lease period whichever is lower.
(iii) Intangible Assets are amortised over a period of 1-3 years.
(iv) Individual assets costing Rs.5,000 or less are depreciated/ amortised fully in the year of acquisition
4. INVESTMENTS
Long-term investments are stated at cost of acquisition inclusive of expenditure incidental to acquisition. Any decline
in the value of the said investment, other than a temporary decline, is recognised and charged to Profit and Loss
Account.
Current Investments are carried at lower of cost or fair value where fair value for mutual funds is based on net asset
value.
5. INVENTORIES
Raw Materials and components held for use in the production of inventories and Work-in-progress are valued at cost if
the finished goods in which they will be incorporated are expected to be sold at or above cost. If there is a decline in
the price of materials/ components and it is estimated that the cost of finished goods will exceed the net realisable



value, the materials/components are written down to net realisable value measured on the basis of their replacement
cost. Cost is determined on the basis of weighted average.
Finished Goods and Wok in Progress are valued at lower of cost and net realisable value.
Cost of Finished Goods and Work in Progress include cost of raw materials and components, direct labour and
proportionate overhead expenses. Cost is determined on the basis of weighted average.
Stores and Spares are valued at lower of cost and net realisable value. Adequate adjustments are made to the carrying
value for obsolescence. Cost is determined on the basis of weighted average.
Goods in Transit are valued inclusive of custom duty, where applicable.
6. FOREIGN CURRENCY TRANSACTIONS
a) Foreign currency transactions are recorded at the exchange rates prevailing at the date of transaction. Exchange
differences arising on settlement of transactions, are recognised as income or expense in the year in which they
arise.
b) At the balance sheet date, all assets and liabilities denominated in foreign currency, are reported at the exchange
rates prevailing at the balance sheet date and the resultant gain or loss is recognised in the profit and loss
account.
c) Pursuant to notification under section 211(3C) of the Companies Act, 1956 issued by Ministry of Corporate
Affairs on March 31, 2009 amending Accounting Standard - 11 (AS - 11) ‘The Effects of Changes in Foreign
Exchange Rates (revised 2003), exchange differences arising on translation of long term foreign currency monetary
items having a term of 12 months or more are recognised as stated below:
(i) Exchange differences relating to long term foreign currency monetary items, arising during the year, in so far
as they relate to the acquisition of a depreciable capital asset are added to or deducted from the cost of the
asset and depreciated over the balance life of the asset.
(ii) In other cases, such differences are accumulated in the “Foreign Currency Monetary Translation Difference
Account” and amortised over the balance period of the long term assets / liabilities but not beyond March
31, 2011.
d) In case of forward foreign exchange contracts where an underlying asset or liability exists at the balance sheet
date, the difference between the forward rate and the exchange rate at the inception of the contract is recognised
as income or expense over the life of the contract.
e) In case of forward foreign exchange contracts taken for highly probable /forecast transactions, the net loss, if any,
calculated on ‘Mark to Market’ principle as at the balance sheet date is recorded.
f) Profit or loss arising on cancellation or renewal of a forward contract is recognised as income or expense in the
year in which such cancellation or renewal is made.
7. EMPLOYEE BENEFITS
Defined Benefit:
Liability for gratuity and leave encashment is provided as determined on actuarial valuation made at the end of the
year which is computed using projected unit credit method. Gains/losses arising out of actuarial valuation are recognised
immediately in the profit and loss account as income/expense.
Defined Contribution:
Company’s contributions towards recognised Provident Fund and Superannuation Fund are accounted for on accrual
basis. The Company has an obligation to make good the shortfall, if any, between the return from the investment of the
provident fund trust and the notified interest rate.
The Company makes defined contributions to a superannuation trust established for the purpose. The Company has no
further obligation beyond the monthly contributions.
8. REVENUE RECOGNITION
(a) Sales, after adjusting trade discount, are inclusive of excise duty and the related revenue is recognised (after
providing for expenses to be incurred connected to such sale) on transfer of all significant risks and rewards of
ownership to the customer and when no significant uncertainty exists regarding realisation of the consideration.



(b) Composite contracts, outcome of which can be reliably estimated, where no significant uncertainty exists regarding
realisation of the consideration, revenue is recognised in accordance with the percentage completion method,
under which revenue is recognised on the basis of cost incurred as a proportion of total cost expected to be
incurred. The foreseeable losses on the completion of contract, if any, are provided for immediately.
(c) Service income includes income
i) From maintenance of products and facilities under maintenance agreements and extended warranty, which is
recognised upon creation of contractual obligations rateably over the period of contract, where no significant
uncertainty exists regarding realisation of the consideration.
ii) From software services
(a) The revenue from time and material contracts is recognised based on the time spent as per the terms of
contracts.
(b) In case of fixed priced contracts revenue is recognised on percentage of completion basis. Foreseeable
losses, if any, on the completion of contract are recognised immediately.
9. GOVERNMENT GRANTS
Revenue grants, where reasonable certainty exists that the ultimate collection will be made are recognized on a
systematic basis in profit and loss statement over the periods necessary to match them with the related cost which they
are intended to compensate.
10. ROYALTY
Royalty expense, net of performance based discounts, is recognised when the related revenue is recognised.
11. LEASES
a) Assets taken under leases where the Company has substantially all the risks and rewards of ownership are
classified as Finance leases. Such assets are capitalised at the inception of the lease at the lower of fair value or
the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease
rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of
interest on outstanding liability for each period.
b) Assets taken on leases where significant portion of the risks and rewards of ownership are retained by the lessor
are classified as operating leases. Lease rentals are charged to the Profit and Loss account on straight-line basis
over the lease term.
c) Profit on sale and leaseback transactions is recognised over the period of the lease.
d) Assets given under finance lease are recognised as receivables at an amount equal to the net investment in the
lease. Inventories given on finance lease are recognised as deemed sale at fair value. Lease income is recognised
over the period of the lease so as to yield a constant rate of return on the net investment in the lease.
e) Assets leased out under operating leases are capitalised. Rental income is recognised on accrual basis over the
lease term.
f) Initial direct costs relating to the finance lease transactions are included as part of the amount capitalised as an
asset under the lease.
12. INCOME TAXES
The current charge for income taxes including fringe benefit tax is calculated in accordance with the relevant tax
regulations.
Deferred tax assets and liabilities are recognised for timing differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using the tax rates that have been enacted or substantially enacted at the balance sheet date. Deferred tax asset is
recognized and carried forward when it is reasonably certain that sufficient taxable profits will be available in future
against which deferred tax assets can be realised.



13. PROVISIONS AND CONTINGENCIES
The company creates a provision when there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of
resources or where a reliable estimate of the amount of the obligation cannot be made.
14. USE OF ESTIMATES
The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires the
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent liabilities at the date of the financial statements and the results of operations during the reporting
period. Examples of such estimates include estimate of cost expected to be incurred to complete performance under
composite arrangements, income taxes, provision for warranty, employment retirement benefit plans, provision for
doubtful debts and estimated useful life of the fixed assets. The actual results could differ from those estimates. Any
revision to accounting estimates is recognised prospectively in current and future periods.
15. EMPLOYEE STOCK OPTION SCHEME
The Company calculates the employee stock compensation expense based on the intrinsic value method wherein the
excess of market price of underlying equity shares as on the date of the grant of options over the exercise price of the
options given to employees under the Employee Stock Option Scheme of the Company, is recognised as deferred stock
compensation expense and is amortised over the vesting period on the basis of generally accepted accounting principles
in accordance with the guidelines of Securities and Exchange Board of India.
16. BORROWING COSTS
Borrowing costs to the extent related /attributable to the acquisition/construction of assets that necessarily take
substantial period of time to get ready for their intended use are capitalised along with the respective fixed asset up to
the date such asset is ready for use. Other borrowing costs are charged to the Profit and Loss Account.
17. SEGMENT ACCOUNTING
The segment accounting policy is in accordance with the policies consistently used in the preparation of financial
statements. The basis of reporting is as follows: -
a) Revenue and expenses distinctly identifiable to a segment are recognised in that segment. Identified expenses
include direct material, labour, overheads and depreciation on Fixed Assets. Expenses that are identifiable with/
allocable to segments have been considered for determining segment results.
Allocated expenses include support function costs which are allocated to the segments in proportion of the
services rendered by them to each of the business segments. Depreciation on Fixed Assets is allocated to the
segments on the basis of their proportionate usage.
b) Unallocated expenses/income are enterprise expenses/income, which are not attributable or allocable to any of
the business segment.
c) Assets and liabilities which arise as a result of operating activities of the segment are recognised in that segment.
Fixed Assets which are exclusively used by the segment or allocated on a reasonable basis are also included.
d) Unallocated assets and liabilities are those which are not attributable or allocable to any of the segments and
includes liquid assets like Investments, Bank Deposits and Investments in assets given on finance lease.
e) Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer
price which is at par with the prevailing market price.



SCHEDULE 21 - NOTES TO ACCOUNTS
1. Land and Buildings and certain Plant and Machinery were revalued by registered valuers after considering depreciation
upto that date on the governing principle of current replacement cost/value. The amounts added/reduced on aforesaid
revaluation in 1992, 2005, 2006 and 2007 were as under:
Date of Revaluation Rs./Crores
Land June 30, 1992 4.44
Land November 1, 2006 16.78
Leasehold Land March 27, 2006 and
August 13, 2007 2.53
Buildings June 30, 1992 6.44
Buildings November 1, 2006 0.25
Plant and Machinery June 30, 1992 (1.01)
Total 29.43
Less : Goodwill 5.70
Transferred to Revaluation Reserve 23.73
Less:
-Expenditure incurred on acquisition of business in 1992 0.86
-Loss on sale of Land 0.15
-Depreciation and Amortisation 0.33
-Adjusted on amalgamation of Stelmac Engineering Private Limited
(Refer Note 23 (b)) 16.70
-Adjusted on amalgamation of Natural Technologies Private Limited
(Refer Note 23 (a)) 5.69
Balance as at June 30, 2009 -

2. Estimated value of contracts on capital account, excluding capital advances, remaining to be executed and not provided
for amount to Rs 1.46 Crores (2008-Rs.5.81 Crores).

3. Contingent Liabilities:

a) Claims against the Company not acknowledged as debts:
2009 2008
Sales Tax* 21.19 8.64
Excise* 10.86 14.87
Income Tax* 2.94 1.41
Industrial Disputes, Civil Suits and Consumer Disputes 8.40 8.37

* Includes sum of Rs. 5.21 Crores (2008 - Rs. 2.88 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. 6.50 Crores (2008-Rs. 6.50 Crores) was given to a Bank for working capital
facilities and Rs. 6.07 Crores (2008- Rs. Nil) was given to a non-banking finance company for operating lease
sanctioned to a 100% subsidiary, HCL Infinet Limited (Formerly Microcomp Limited) against which the total
amount utilised as at June 30, 2009 is Rs. 4.25 Crores and Rs. 6.07 Crores (2008- Rs. 2.25 Crores) respectively.
(ii) Corporate Guarantee of Rs. 5.00 Crores has been given to a Bank for working capital facilities sanctioned to a
100% subsidiary, HCL Security Limited against which the total amount utilised as at June 30, 2009 is
Rs. 0.99 Crores (2008 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, 2009 is Rs. 21.12 Crores (2008 – Rs. 30.55
Crores). The transfer of these Financial Assets is with recourse to the Company.



4. The company has the following warranty provision in the books of accounts:
2009 2008
Opening Balance as on July 1 5.61 3.80
Additions during the year 12.90 13.28
Utilised/Reversed during the year 14.23 11.47
Closing Balance as on June 30 4.28 5.61

The warranty provision has been recognised for expected warranty claims for the first year of warranty on products sold
during the year. Due to the very nature of such costs, it is not possible to estimate the timing of cash outflows due to
uncertainties relating to the outflows of economic benefits.

5. 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, 2009, 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.

b) Deferred Tax:
Major Components of Deferred Tax arising on account of temporary timing difference along with their movement as
at June 30, 2009 are:
Rs./Crores
As at Movement during As at
30.06.08* the year 30.06.09
Assets
Allowances doubtful debts/ Advances / Other Current Assets 0.58 7.53 8.11
Expense accruals (Bonus, Gratuity, Leave Encashment and
Provision for warranty) 10.44 1.67 12.11
Depreciation 1.26 (0.56) 0.70
Total (A) 12.28 8.64 20.92
Liabilities
Lease rental recoverable 9.80 (5.15) 4.65
Cenvat balances with excise authorities 5.62 (1.43) 4.19
Taxes deposited under protest for excise duty,
custom duty and sales tax 0.83 4.16 4.99
Other timing differences 2.88 0.13 3.01
Total (B) 19.13 (2.29) 16.84
Net Deferred Tax Assets / (Liability) (A)-(B) (6.85) 10.93 4.08
Previous Year (12.48) 5.63 (6.85)
Note:
1. The Finance (No.2) Act, 2009, which was introduced in the parliament on July 6, 2009 has received assent
of President of India on August 19, 2009, has abolished Fringe Benefit Tax with effect from April1,2009.
Consequently, no Fringe Benefit Tax has been provided for the period April 1, 2009 to June 30, 2009.
2 *Excludes Deferred Tax Assets on amalgamation of Natural Technologies Private Limited of Rs. 0.13 Crores
[Refer Note 23 (a)].
6. Disclosure of Micro, Small and Medium Enterprises based on information available with the company:
2009 2008
a. (i) Principal amount remaining unpaid to any supplier as at the end of the year. 1.76 0.60
(ii) Interest due on the above amount. 0.06 0.02
b. (i) Amount of interest paid in terms of section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006 (Act). Nil Nil
(ii) Amount of payments made to the suppliers beyond the appointed
day during the year. 6.75 1.31
c. Amount of interest due and payable for the period of delay in making payment
but without adding the interest specified under the Act. Nil Nil
d. Amount of interest accrued and remaining unpaid at the end of the year. 0.06 0.02
e. Amount of further interest remaining due and payable even in the succeeding Nil Nil
years, until such date when the interest dues as above are actually paid to the
small enterprises.



7. Expenditure on Research and Development:
2009 2008
Capital 0.01 0.31
Revenue (Depreciation, Personnel, Travel and Other administration expenses) 4.63 3.99
Total 4.64 4.30

8. Capacities, Production, Stocks and Sales:

• Sales, Purchases, Opening and Closing stocks have been given in terms of value and /or, where ascertainable,
in numbers.

• Bought out Computers and certain peripherals have been included in stock/sales of systems.

a) Particulars of goods manufactured:

Class of Product Installed Actual
capacity Production

Computers/Micro processor based systems Nos. 1230000 643330
(1230000) (738636)
Data Graphic/Display Monitor/Terminals, Hubs etc. Nos. 846600 476263
(713250) (396854)

Note: Installed capacity being a technical matter has been certified by the management.

b ) Information in respect of purchase of traded goods:

Nos. Value
Rs./Crores
Computers 3099 10.28
(32800) (119.70)
Photocopiers/ Electronic Equipments 23430 174.77
(29286) (191.38)
Printers/Scanners/UPS/CVT 178396 181.98
(173513) (180.30)
Cellular Phones 30715588 7510.91
(31420517) (7984.10)
EPABX Systems 545 57.73
(900) (77.58)
Others * 992.08
(717.09)
Total 8927.75
(9270.15)

*Does not include any item which in value individually accounts for 10% or more of the total value of purchase of
traded goods.



c) Stocks and Sales:
Unit Sales/Adjustments Opening Stock Closing Stock
Class of Products Qty Value# Qty Value Qty Value
Rs./Crores Rs./Crores Rs./Crores
Computers/Micro Nos. 636938 1493.68 37523 96.31 47014 97.23
Processors based Systems (767129) (1754.99) (33216) (91.60) (37523) (96.31)
Photocopiers/ Nos. 23444 234.59 4924 38.73 4910 31.93
Electronic/Equipments (28842) (243.30) (4480) (28.55) (4924) (38.73)
Printers/Scanners/UPS/ CVT Nos. 175432 217.75 10495 9.09 13459 11.88
(176878) (200.93) (13860) (11.97) (10495) (9.09)
Cellular Phones Nos. 30774057 7781.11 1568617 387.91 1510148 384.56
(30714602) (8207.97) (862702) (309.56) (1568617) (387.91)
EPABX Systems Nos. 553 71.05 179 12.07 171 10.97
(922) (87.82) (201) (11.50) (179) (12.07)
Others* 1926.07 168.68 194.64
(1450.39) (170.25) (168.68)
Total 11724.25 712.79 731.21
(11945.40) (623.43) (712.79)
# Except trade discount, no other discount has been adjusted.
*Does not include any item which in value individually accounts for 10% or more of the total value of sales/stock.
Note: Previous year’s figures are given in brackets.
d) The Ministry of Company Affairs, Government of India vide its Order No. 46/4/2009-CL-III dated May 21, 2009
issued under section 211(4) of the Companies Act, 1956 has exempted the Company from disclosure of quantitative
details in the Profit and Loss Account, for those class of goods which form less than 10% of the total value of
turnover, purchase, traded, sales, consumption of raw material etc. as the case may be, for the financial year
ended June 30, 2009, under Para 3(ii)(d) of Part-II, Schedule-VI to the Companies Act, 1956 as amended vide
Notification No. GSR494(E), dated October 30, 1973.
9. Value of imported and indigenous raw materials and components consumed during the year (excluding value of
consumption of stores and spares which is not readily ascertainable) classified on the basis of ratio between purchase
of imported and indigenous raw materials and components during the year:

2009 2008
Rs./Crores % of Consumption Rs./Crores % of Consumption

Imported 1376.40 74% 1342.61 77%
Indigenous 484.26 26% 411.34 23%
Total 1860.66 100% 1753.95 100%

10. Details of raw materials and components consumed (in value):
2009 2008
Mother Boards and Assemblies 414.79 412.61
Hard Disk Drives 172.70 193.41
Processors 246.53 230.11
Monitors 242.38 233.34
CRT Key Tops PCBs and Cabinets 11.84 55.18
Networking Products 618.89 467.24
Others 153.53 162.06
Total 1860.66 1753.95

Note: Separate quantitative numbers of raw material and components (including for resale) are not readily ascertainable.



11. Value of Imports calculated on CIF basis:
2009 2008
a) Raw materials and components 1634.09 1617.17
b) Stores and spares 36.01 45.51
c) Capital goods 0.20 0.23
d) Traded items 450.56 368.16
Total 2120.86 2031.07
12. Expenditure in Foreign Currency:
(On cash basis)
2009 2008
a) Travel 0.38 0.60
b) Royalty (Net of tax deducted at source) 87.61 103.30
c) Interest 9.56 3.41
d) Technical Fee 0.43 -
d) Others (Include Consultancy, Certifications charges, License) 1.07 1.29
Total 99.05 108.60

13. Earnings in Foreign Currency:
2009 2008
a) Commission 0.65 0.14
b) FOB value of exports (including deemed exports) 68.75 73.63
c) Others (including reimbursement of expenses) 26.05 24.02
Total 95.45 97.79
14. Remuneration to Auditor:
2009 2008
a) As Auditor * 1.20 1.00
b) In Other Capacity
Tax Audit * 0.20 0.17
Certification * 0.05 0.02
Management Services* - 0.25
Out-of-Pocket Expenses 0.07 0.05
Total 1.52 1.49
* Excluding service tax

15. Details of Investments purchased, reinvested and sold on various dates within the financial year are as follows:-

Name of the Fund Face Value * No. of Units Cost
Rs. per unit Rs./Crores

HSBC Ultra Short Term Bond Fund - Growth 10 17188186 21.01
HSBC Cash Fund - Institutional Plus - Growth 10 7992502 11.00
HDFC Cash Management Fund -
Treasury Advantage Plan - Wholesale - Growth 10 10401491 20.00
HDFC Liquid Fund- Premium Plan - Growth 10 5674242 10.00
IDFC Money Manager Fund - Institutional Plan - Growth 10 22006789 30.00
ICICI Prudential Flexible Income Plan - Growth 10 26332353 43.01
Kotak Flexi Debt - Growth 10 13935340 15.00
Tata Floater Fund - Growth 10 19114116 25.01
Principal Cash Management Liquid Option - Institutional
Premium Plan - Growth 10 23288700 32.01



Name of the Fund Face Value * No. of Units Cost
Rs. per unit Rs./Crores

Reliance Money Manager Fund - Growth 1000 83645 10.00
DWS Insta Cash Plus Fund - Institutional Plan - Dividend 10 9000000 9.00
HSBC Cash Fund - Institutional Plan - Dividend 10 139135619 142.00
HDFC Liquid Fund - Premium Plan - Dividend 10 117175137 131.01
IDFC Money Manager Fund - Treasury Plan - Dividend 10 33334326 63.10
IDFC Cash Fund - Dividend 10 10117767 112.01
ICICI Prudential Liquid Plan - Dividend 10 30412002 160.02
Templeton India Treasury Management Account - Dividend 1000 558766 57.06
UTI Liquid Cash Plan - Dividend 1000 510386 52.22
* Represents total of transactions on account of renewals and reinvestments.

16. Managerial Remuneration:
(i) Computation of net profit under Section 349 of the Companies Act, 1956.
2009 2008
Profit before Taxation 373.86 434.47
Add:
Managerial Remuneration Paid/payable 4.65 4.49
Loss on Sales of Fixed Assets (Net) 0.30 0.00
Fixed Assets Written Off 0.12 0.00
Provision for Doubtful Debts, Loans and Advances
and Others Current Assets 25.34 1.29
47.68 22.13
421.54 456.60
Less:
Depreciation under Section 350 of the Companies Act, 1956 17.27 16.35
Profit on Disposal of (Others) Investments (Net) 0.93 1.75
18.20 18.10
Net Profit under Section 349 403.34 438.50
Calculation of Commission under
Section 309 of the Companies Act 1956 @ 1% 4.03 4.38
Restricted to 0.28 0.20
(ii) Paid/payable to the Wholetime Directors
a) Salaries, Allowances and Bonus* 3.81 3.76
Contribution to Provident and Superannuation Funds** 0.20 0.19
Perquisites 0.30 0.29
4.31 4.24
b) Directors’ Sitting Fees 0.06 0.05
Commission to Non Wholetime Directors 0.28 0.20
Managerial remuneration under Section 198 4.65 4.49
of the Companies Act, 1956

* Includes profit linked bonus on actual payment basis.
** Does not include employee stock compensation expense accounted as per intrinsic value method and retirement benefits on account
of Gratuity and Leave Encashment as these benefits are determined actuarially for the Company as a whole and separate figures
applicable to individual employees are not readily available.



17. Unaccrued forward exchange cover as on June 30, 2009 of Rs. 2.91 Crores (2008- Rs.1.81 Crores) has been included
under amounts recoverable in cash or in kind or for value to be received.
18. 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 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”).

Details of Grants made under Employee Stock Option Scheme 2000
Date of Exercise price Options Options Options Options Options Options Options
grant of the option outstanding granted forfeited exercised expired outstanding exercisable
for five equity at the during during during during at the end at the end
shares of beginning the year the year the year the year of the of the
Rs. 2/- each of the year year year
10/Aug/00 289.00 18025 - - 12195 5830 - -
(35195) (-) (-) (10460) (6710) (18025) (18025)
28/Jan/04 538.15 225619 - - 280 11176 214163 214163
(560758) (-) (1864) (310058) (23217) (225619) (225619)
25/Aug/04 603.95 59072 - - - 8139 50933 50933
(89619) (-) (4736) (19775) (6036) (59072) (59072)
18/Jan/05 809.85 185309 - - - 13227 172082 172082
(225350) (-) (6912) (23897) (9232) (185309) (97457)
15/Feb/05 809.30 1600 - - - - 1600 1600
(3500) (-) (-) (1900) (-) (1600) (-)
15/Mar/05 834.40 30170 - - - 4098 26072 26072
(44488) (-) (5004) (3794) (5520) (30170) (18224)
15/Apr/05 789.85 5784 - - - - 5784 5784
(13848) (-) (3072) (960) (4032) (5784) (3470)
14/May/05 770.15 8270 - - - - 8270 8270
(9240) (-) (-) (970) (-) (8270) (4574)
15/Jun/05 756.15 2435 - - - 1760 675 675
(11840) (-) (1280) (3565) (4560) (2435) (35)
15/Jul/05 978.75 11978 - - - 1536 10442 10442
(18384) (-) (2784) (1318) (2304) (11978) (7754)
13/Aug/05 1144.00 24990 - 2560 - 4800 17630 17630
(25630) (-) (640) (-) (-) (24990) (15378)
15/Sep/05 1271.25 13620 - 1792 - 2688 9140 9140
(13620) (-) (-) (-) (-) (13620) (8172)
15/Mar/07 648.75 144300 - 2100 - 900 141300 82100
(158000) (-) (7000) (6700) (-) (144300) (38600)
23/Jan/08 898.25 88200 - 13598 - 1777 72825 22316
(105000) (16800) (-) (-) (88200) (-)
TOTAL 819372 - 20050 12475 55931 730916 621207
(1209472) (105000) (50092) (383397) (61611) (819372) (496380)
Note: Previous year’s figures are given in brackets



Details of Grants made under Employee Stock Based Compensation Plan 2005
Date of Exercise price Options Options Options Options Options Options Options
grant of the option outstanding granted forfeited exercised expired outstanding exercisable
shares of beginning the year the year the year the year of the of the
13/Aug/05 1144.00 2207129 - 107644 - 117360 1982125 1197061
(2430660) (-) (139190) (9074) (75267) (2207129) (891173)
19/Oct/05 1157.50 60950 - 7420 - 6750 46780 28368
(67340) (-) (4090) () (2300) (60950) (24588)
15/Nov/05 1267.75 21200 - 2310 - 1940 16950 10170
(22928) (-) (1400) (-) (328) (21200) (8720)
15/Dec/05 1348.25 21100 - 3480 - 2970 14650 8790
(25260) (-) (2130) (-) (2030) (21100) (8470)
14/Jan/06 1300.00 24550 - 3540 - 3200 17810 10866
(31754) (-) (5160) () (2044) (24550) (10060)
15/Feb/06 1308.00 5874 - 360 - 464 5050 3030
(7374) (-) (1200) (-) (300) (5874) (2388)
16/Mar/06 1031.00 37740 - 8664 - 5976 23100 14740
(39940) (-) (1760) (-) (440) (37740) (15216)
17/Apr/06 868.75 10820 - 2160 - 1760 6900 4140
(15400) (-) (3200) (-) (1380) (10820) (4520)
15/May/06 842.50 19330 - 1830 - 1800 15700 9420
(30150) (-) (8830) (-) (1990) (19330) (8080)
15/Jun/06 620.50 24480 - 4270 - 2260 17950 10710
(31510) (-) (5256) (430) (1344) (24480) (9630)
17/Jul/06 673.75 27470 - 3480 - 2200 21790 8812
(36380) (-) (7160) (80) (1670) (27470) (5526)
15/Mar/07 648.75 402820 - 10640 - 4220 387960 155220
(431100) (-) (21860) (6420) (-) (402820) (77700)
23/Jan/08 898.25 256050 - 44280 - 780 210990 42630
(-) (293475) (37425) (-) (-) (256050) (-)
TOTAL 3119513 - 200078 - 151680 2767755 1503957
(3169796) (293475) (238661) (16004) (89093) (3119513) (1066071)



Assumptions
The fair value of each stock option granted under Employee Stock Option Scheme 2000 and Employee Stock Based
Compensation Plan 2005 as on the date of grant has been computed using Black- Scholes Option Pricing Formula and the
model inputs are given as under:
Employee Stock Employee Stock Based
Option Scheme 2000 Compensation Plan 2005
Volatility 45% to 68% 47% to 62%
Risk free rate 4.57% to 7.99% 6.49% to 7.98%
Exercise Price Rs.538.15 to Rs.1271.25 Rs.620.50 to Rs.1348.25
Time to Maturity (years) 2.20 to 5.50 2.50 to 7.00
Dividend Yield 9% to 28% 10% to 28%
Life of options 8.5 Years 10 Years
Fair Value of options as at the grant date Rs.35.10 to Rs.203.14 Rs.24.75 to Rs.262.97
Notes:
2. Risk Free Rate: Being the interest rate applicable for maturity equal to the expected life of options based on yield curve
for Government Securities.
The impact on the profit of the Company for the year ended June 30, 2009 and the basic and diluted earnings per share
had the Company followed the fair value method of accounting for stock options is set out below:
Proforma disclosures

2009 2008
Profit/(Loss)after tax as per Profit and Loss Account (a) 260.44 304.75
Add: Employee Stock Compensation Expense as per Intrinsic Value Method - -
Less: Employee Stock Compensation Expense as per Fair Value Method
[Net of amount attributable to employees of subsidiary Rs. 0.16 Crores
(2008-Rs.0.19 Crores)] 4.62 8.07
Profit/(Loss) after tax recomputed for recognition of employee stock compensation 255.82 296.68
expense under fair value method (b)*
Earning Per Share based on earnings as per (a) above: (Refer note 20)
- Basic Rs. 15.21 Rs. 17.88
- Diluted Rs. 15.21 Rs. 17.64
Earning Per Share had fair value method been employed for
accounting of employee stock options:
- Basic Rs. 14.94 Rs. 17.41
- Diluted Rs. 14.94 Rs. 17.18
* Excludes impact on tax expense of employee stock compensation expense.



19. Leases:
a) Finance Leases:
(i) The Company has given on finance lease certain Assets/ Inventories which comprise of computers 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.
(ii) The gross investment in the assets given on finance leases as at June 30, 2009 and its present value as at that
date are as follows [Refer Note 3(c)]:
Total minimum Interest included in Present value of
lease payments minimum lease minimum lease
receivable payments payments
receivable receivable
Rs./Crores Rs./Crores Rs./Crores

Not later than one year 16.91 2.57 14.34
(24.28) (3.80) (20.48)
Later than one year and not later than five years 6.90 1.15 5.75
(17.05) (1.90) (15.15)
Total 23.81 3.72 20.09
(41.33) (5.70) (35.63)

b) Operating Leases:
(i) Cancelable Operating leases
(a) The Company has taken various residential /commercial premises under cancelable operating leases. These
leases are normally renewable on expiry.
(b) The rental expense in respect of operating leases is Rs. 22.85 Crores (2008-Rs 18.39 Crores)
(c) The gross block, accumulated depreciation and depreciation expense in respect of building and office
automation products i.e. photocopying machines given on operating lease are as below:
2009 2008
Accumulated Depreciation 5.21 3.37
Net Block 10.07 10.06
Depreciation Expense 1.84 1.42
(ii) Non-Cancelable Operating leases
As Lessee:
(a) The Company has taken computer systems and furniture and fixture on non-cancelable operating leases the
future minimum lease payments in respect of which are:
2009 2008
Not later than one year 1.62 1.62
Later than one year and not later than five years 2.98 4.60
Total 4.60 6.22
(b) Minimum Lease Payments in respect of assets taken on lease recognised as an expense in the Profit and Loss
Account for the year ended June 30, 2009 are Rs. 1.92 Crores (2008 - Rs. 0.45 Crores)
As Lessor:
The company has given photocopying machines on non-cancelable operating leases the future minimum lease
receipts in respect of which are:
2009 2008
Later than one year and not later than five years - -

Total 0.00 0.01



20. 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
earnings per share 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.
Calculation of EPS:

Particulars 2009 2008
Profit after tax (Rs./Crores) 260.44 304.75
Weighted average number of shares considered 171,180,498 170,454,520
as outstanding in computation of Basic EPS
Add dilutive impact of stock options:
- Exercised 11,554 264,066
- Lapsed 4,521 110,209
- Issued for no consideration - 1,900,787
Weighted average number of shares outstanding 171,196,573 172,729,582
in computation of Diluted EPS
Basic EPS (of Rs.2/- each) Rs. 15.21 Rs.17.88
Diluted EPS (of Rs.2/- each) Rs. 15.21 Rs.17.64

21. Segment Reporting
The Group recognises the following segments as its primary segments.
a) The operations of Product and Related Services consists of sale of Computer Hardware and System Integration
products and providing a comprehensive range of IT services including System Maintenance and Facility Management
in different industries.
b) The businesses of Telecom products, Office Automation and services consist of sale of telecommunication products,
office equipment products and related 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.

Segment wise performance for the year ended June 30, 2009 Rs./Crores
Primary Segments Computer Systems & Telecommunication Inter-segment Total
Other Related Products & Office Automation Elimination
and Services
(i) Revenue
External Revenue 3486.58 8850.23 12336.81
(3365.26) (9001.51) (12366.77)
Intersegment Revenue 53.44 21.98 -75.42
(23.15) (18.80) (-41.95)
Total Gross Revenue 3540.02 8872.21 -75.42 12336.81
(3388.41) (9020.31) (-41.95) (12366.77)
Less: Excise Duty 126.08 - 126.08
(157.84) (0.16) (158.00)
Total Net Revenue 3413.94 8872.21 -75.42 12210.73
(3230.57) (9020.15) (-41.95) 12208.77
(ii) Results 177.27 250.81 428.08
(199.77) (285.45) (485.22)
Less: Unallocable Expenditure 24.43
(30.06)
Operating Profit 403.65
(455.16)
Add: Other Income (Excluding Operational Income) 14.87
(26.88)
Less: Finance Charges 44.66
(47.57)



Profit Before Tax 373.86
(434.47)
Less: Tax Expense
- Current Tax 122.77
(131.50)
- Deferred Tax (10.80)
(-5.63)
- Fringe Benefit Tax 1.45
(3.85)
Profit After Tax 260.44
(304.75)
(iii) Segment Assets 2109.32 857.49 2966.81
(1781.36) (975.93) (2757.29)
Unallocated Corporate Assets
a) Liquid Assets 264.04
(215.04)
b) Others (including investment in assets
given on finance lease) 89.14
(84.55)
c) Deferred Tax Asset 4.08
(-)
Total Assets 3324.07
(3056.88)
(iv) Segment Liabilities 1233.72 669.46 1903.18
(837.73) (798.13) (1635.86)
Unallocated Corporate Liabilities
a) Current Liabilities 61.68
(55.24)
b) Deferred Tax Liability - -
(6.85)
c) Loan Funds 226.85
(352.66)
Total Liabilities 2191.71
(2050.61)
(v) Capital Expenditure 17.63 4.56 22.19
(35.72) (5.44) (41.16)

(vi) Depreciation 12.31 4.06 16.37
(11.61) (4.18) (15.79)

(vii) Other Non Cash Expenses 45.45 16.60 62.05
(21.09) (7.02) (28.11)
Note: Previous year’s figures are given in brackets

22. The Company has calculated the various benefits provided to employees as under:
(a) Defined Contribution Plans
(i) Provident Fund
(ii) Superannuation Fund
During the year the Company has recognised the following amounts in the Profit and Loss account:

2009 2008
Employers Contribution to Provident Fund* 3.89 3.26
Employers Contribution to Superannuation Fund* 1.14 1.01
(b) State Plans
(i) Employee State Insurance
(ii) Employee's Pension Scheme 1995



During the year the Company has recognised the following amounts in the Profit and Loss account:

2009 2008
Employers contribution to Employee State Insurance * 2.45 1.98
Employers contribution to Employee's Pension Scheme 1995 * 4.45 3.65
* Included in Contribution to Provident Fund and Other Funds under Personnel Cost (Refer Schedule-16)
(c) Defined Benefit
(i) Gratuity
(ii) Leave Encashment/Compensated Absence
In accordance with Accounting Standard 15 (revised 2005), an actuarial valuation was carried out in the respect of the
aforesaid defined benefit plans based on the following assumptions.

Employees Leave Encashment/
Gratuity Compensated
Fund Absence
2009 2008 2009 2008
Discount Rate (per annum) 7.00% 8.00% 7.00% 8.00%
Rate of increase in compensation levels 7.00% 7.00% 7.00% 7.00%
Rate of return on plan assets Not Not Not Not
Applicable Applicable Applicable Applicable

Expected Average remaining working 25.47 25.70 25.47 25.70
lives of employees (years)
The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion
and other relevant factors such as supply and demand in the employment market.
Rs./Crores

2009 2008
Gratuity Leave Gratuity Leave
Encashment Encashment
Reconciliation of opening and closing balances of the
present value of the defined benefit obligation:
Present value of obligation at the beginning of the year 12.20 7.92 10.76 6.76
Current service cost 1.75 1.92 1.23 1.36
Interest cost 0.85 0.54 0.83 0.47
Actuarial (gain)/loss 0.79 (0.71) 0.06 0.46
Benefits (paid) (0.69) (0.28) (0.68) (1.13)
Present value of obligation at the end of the year 14.90 9.39 12.20 7.92
Reconciliation of the present value of the defined benefit
obligation and the fair value of the plan assets:
Present value of the obligation as at the end of the year 14.90 9.39 12.20 7.92
Fair value of plan assets at the end of the year - - - -
Assets/(Liabilities) recognised in the Balance Sheet. (14.90) (9.39) (12.20) (7.92)
Cost recognised for the year (included under Salaries,
Wages, Allowances (Bonus and Gratuity)
Currents service cost 1.75 1.92 1.23 1.36
Interest cost 0.85 0.54 0.83 0.47
Net cost recognised for the year * 3.39 1.75 2.12 2.29
* Included in Salaries Wages Allowances Bonus and Gratuity under Personnel Cost (Refer Schedule- 16)



23. (a) The Scheme of Amalgamation (“Scheme”) for merging the wholly owned subsidiary Natural Technologies Private
Limited (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.
Pursuant to the Scheme:
The amalgamation of erstwhile NTPL with the Company has been accounted for under the ‘pooling of interest
method’ in the manner specified in the Scheme and complies with the Accounting Standard notified u/s 211(3C)
of the Companies Act,1956 and the following balances as at July 1, 2008 of erstwhile NTPL have been adjusted
with the profit and loss account forming part of reserves of the Company:
Rs./Crores

Assets
Fixed assets ( Including Captial Work in Progress Rs. 0.80 Crores ) 4.09
Deferred Tax Assets 0.13
Sundry Debtors 3.34
Cash & Bank Balance 0.78
Other Current Assets 2.19
Loans & Advances 0.03
Total 10.56
Liabilities
Current Liabilities and Provisions 3.68
Secured Loan 1.52
Unsecured Loan 1.34
Total 6.54
Net assets acquired on amalgamation (a) 4.02
Transfer of balances of Amalgamated Company
Securities Premium Account 0.45
Profit and Loss 0.55
Revaluation Reserve 2.54
Total Reserves and Surplus (b) 3.54
Less:-
Adjustment for cancellation of Company’s investment in Transferor Company (c) 8.41
Shortfall arising on Amalgamation (a) – (b) – ( c) = ( d ) (7.93)
Adjusted with :-
- Revaluation Reserve 5.70
- Profit and Loss Account 2.23
Total 7.93
The transactions including income and expenses for the period from July 01, 2008 to June 30, 2009 when the
business was being run and managed in trust by erstwhile Natural Technologies Private Limited have also been
incorporated in these accounts which do not have any material impact on the profit for the year and net assets at
the balance sheet date.
23. (b) The Scheme of Amalgamation (“Scheme”) for merging the wholly owned subsidiary Stelmac Engineering Private
Limited (Stelmac) with the company under sections 391 to 394 of the Companies Act, 1956 sanctioned by
Hon’ble High Court of Delhi vide order dated December 07, 2007 was concluded in the previous year. The
amalgamation of erstwhile Stelmac with the Company was accounted for under the ‘pooling of interest method’ in
the manner specified in the Scheme and complies with the Accounting Standard notified u/s 211(3C) of the
Companies Act,1956.The accounts of the Company for the year ended June 30, 2008 included the results of said
business which did not have any material impact on the profit for that year and net assets as at that balance sheet
date.
24. Pursuant to the approval given by the Board of Directors, the “Committee of Directors (Securities)” at the meeting held
on August 14, 2009 approved -
a) Issuance of Convertible Warrants not exceeding Rs 322 crores, including premium 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 500 crores, including premium.
c) An Extra - ordinary General Meeting is scheduled to be held on September 23, 2009 for taking the shareholders
approval for the same.



25. During the year, the Company has incorporated HCL Infocom Limited as a wholly owned subsidiary. HCL Infocom
Limited holds 49% of the equity share capital of Scout Mobile Internet Services Limited, a Joint Venture with Nokia
Corporation, Finland.
26. Pursuant to clause ix (b) of section 227 (4A) of the Companies Act, 1956, the details of disputed dues are as follows:

SL. Name of Statute Nature of the dues Amount Amount Period to which Forum where dispute
No. (Rs./crores) Deposited the amount is pending
under protest relates
(Rs./crores)

1.1 U.P. Trade Tax Act, 1948.** Sales Tax (Including Penalty)* 0.01 - 1998-1999 Joint Commissioner
(Appeals) of Commercial Tax,
Noida
1.2 Sales Tax (Including Penalty)* 1.12 0.13 2002-2003 Commercial Tax Tribunal,
Noida
1.3 Sales Tax (Including Penalty)* 0.07 0.07 2002-2003 High Court, Allahabad.
1.4 Sales Tax (Including Penalty)* 0.18 0.36 2003-2004 Commercial Tax Tribunal,
Noida
1.5 Sales Tax (Including Penalty)* 1.67 0.75 2004-2005 Joint Commissioner (Appeals)
of Commercial Tax, Noida
1.7 Sales Tax (Including Penalty)* 2.29 0.49 2006-2007 Additional Commissioner
(Appeals) of Commercial Tax,
Noida
1.10 U.P.Value Added Tax Act-2008** Commercial tax (Including Penalty)* 0.13 0.12 2008-2009 Joint Commissioner (Appeals)
1.11 Commercial tax (Including Penalty)* 0.01 0.01 2009-2010 Joint Commissioner (Appeals)
2.1 Delhi Sales Tax Act, 1975** Sales Tax* 0.26 0.001 1999-2000 Additional Commissioner of
Sales Tax, Delhi
2.2 Sales Tax* 0.00 - 2001-2002 Additional Commissioner of
Sales Tax, Delhi
2.3 Sales Tax* 0.20 0.004 2003-2004 Deputy Commissioner
(Appeals) of Sales Tax, Delhi
2.4 Sales Tax* - - 2003-2004 Deputy Commissioner
2.5 Sales Tax* 0.56 0.03 2004-2005 Additional Commissioner of
Sales Tax, Delhi
2.6 Delhi Value Added Tax Act-2004** Trade Tax* 0.17 - 2005-2006 Deputy Commissioner
3.1 Tamil Nadu General Sales Tax Sales Tax* 0.04 0.04 1998-1999 Tribunal Commercial Tax,
Act, 1959.** Chennai
3.2 Sales Tax* 0.07 - 2001-2002 Commercial Tax Officer,
Chennai
3.3 Sales Tax* 0.44 0.10 2002-2003 Assistant Appellate
Commissioner, Chennai
3.4 Sales Tax* 0.13 - 2004-2005 Commercial Tax Officer,
Chennai
4.1 West Bengal Sales Tax Act, 1994.** Sales Tax* 0.005 - 2000-2001 Joint Commissioner (Appeals)
of Sales Tax, Kolkata
4.2 Sales Tax* 0.02 - 2005-2006 Joint Commissioner (Appeals)
of Sales Tax, Kolkata

5.1 Assam General Sales Tax, 1993.** Sales Tax* 0.01 - 2001-2002 Superintendent, Sales Tax,
Guwahati
5.2 Sales Tax* 0.03 - 2002-2003 Superintendent, Sales Tax,
Guwahati
5.3 Sales Tax* 0.01 0.01 2003-2004 Superintendent, Sales Tax,
Guwahati
6.1 Rajasthan Sales Tax Act, 1994.** Sales Tax* 0.06 0.01 1998-1999; Deputy Commissioner
2000-2001; (Appeals) of Sales Tax, Jaipur
2001-2002 and
2003-2004.
6.2 Rajasthan Value Added Tax Act-2003** Commercial tax * 0.17 - 2006-2007 and Deputy Commissioner (Appeals)
2007-2008 of Commercial Tax, Jaipur
7.1 Kerala General Sales Tax Act, 1963.** Sales Tax* 0.05 0.02 2000-2001 Deputy Commissioner
(Appeals) of Sales Tax, Kochi



No. (Rs./crores) Deposited the amount the amount relates
(Rs./crores)

7.2 Sales Tax* 0.34 0.13 2001-2002 Deputy Commissioner
(Appeals) of Sales Tax, Kochi
8.1 Maharashtra Sales Tax Act, 1969.** Sales Tax* 0.01 0.01 2003-2004 Deputy Commissioner
(Appeals) of Sales Tax, Mumbai
9.1 Himachal Pradesh Sales Tax (Including Penalty)* 0.08 0.08 2006-2007 Additional Commissioner of
Value Added Tax Act-2005** Sales Tax, Shimla
10.1 Karnataka Value Added Tax Act,2003.** Sales Tax* 0.47 - 2006-2007 Assessing Officer, Bengaluru
11.1 Andhra Pradesh Sales Tax* 0.14 - 2006-2007 Commissioner Appeals,
Value Added Tax Act, 2005** Hyderabad
11.2 Sales Tax* 0.77 - 2007-2008 Commissioner Appeals,
Hyderabad
12.1 Punjab General Sales Tax Act, 1948** Sales Tax (Including Penalty)* 0.06 - 2004-2005 Deputy Commissioner
Appeals, Mohali
12.2 Punjab Value Added Tax Act-2005** Sales Tax (Including Penalty)* 0.44 0.11 2007-2008 Deputy Commissioner
Appeals, Mohali
13.1 Jammu & Kashmir Sales Tax (Including Penalty)* 2.75 0.08 2007-2008 and Deputy Commissioner Appeals,
Value Added tax Act-2005** 2008-2009 Jammu
14.1 Uttarakhand Value Added Tax Act-2005 ** Sales Tax (Including Penalty)* 0.70 1.00 2007-2008 and Joint Commissioner
2008-2009 Commercial Tax, Dehradun
Sub Total (a) 21.19 5.25*

Central Excise Act, 1944. Excise Duty (Including Penalty) 0.95 - 2002-2003 and CESTAT, Chennai
2003-2004
Excise Duty (Including Penalty) 0.04 - March 2006 to Commissioner (Appeals),
December 2006 Chennai
Excise Duty (Including Penalty) 0.01 - August 2006, Commissioner (Appeals),
November 2006, Chennai
December 2006
Excise Duty (Including Penalty) 3.24 0.60 1980-1981; CESTAT Delhi
1981-1982;
1982-1983 and
1983-1984
Excise Duty (Including Penalty) 0.25 0.15 March 2006 CESTAT, Chennai
Excise Duty (Including Penalty) 1.08 0.10 Cenvat balance CESTAT, Chennai
as on March1, 2006
Excise Duty (Including Penalty) 1.14 - January 2006 to CESTAT, Chennai
September 2006
Excise Duty 0.08 - July 2006 to Commissioner (Appeals),
Excise Duty (Including Penalty) 0.01 - Balance as on Commissioner (Appeals),
March 1, 2006 Chennai
Excise Duty (Including Penalty) 0.02 - March 2006 to Commissioner (Appeals),
September 2006 Chennai
Excise Duty (Including Penalty) 0.05 - As on March 1, 2006Commissioner (Appeals),
Chennai
Excise Duty reversed 0.04 - January 2007 to Commissioner (Appeals),
March 2007 Chennai
Excise Duty reversed 0.04 - April 2007 to Commissioner (Appeals),
July 2007 Chennai
Excise Duty reversed - - October 2006 to Commissioner (Appeals),
Excise Duty (Including Penalty) - - August 2007 to Commissioner (Appeals),
January 2008 Chennai
Interest on reversal of Cenvat 1.03 - July 2003 to CESTAT, Chennai
Credit (Including Penalty) September 2005
Interest on reversal of Cenvat 1.63 - July 2003 to CESTAT, Chennai
Credit (Including Penalty) March 2006
Excise Duty (Including Penalty) 0.44 - October 2006 to Commissioner (Appeals),
June 2007 Chennai
Excise Duty (Including Penalty) 0.34 - September 2005 Commissioner (Appeals),
to September 2006 Chennai
Excise Duty (Including Penalty) 0.34 - September 2005 Commissioner (Appeals),
to September 2006 Chennai
Excise Duty (Including Penalty) 0.13 - January 2007 to Commissioner (Appeals),
June 2007 Chennai
Sub Total (b)# 10.86 0.85



No. (Rs./crores) Deposited the amount the amount relates
(Rs./crores)

Income Tax Act 1961 Income Tax 0.37 - 1989-1990 High Court, Delhi
(Representative Assessee)
Income Tax 0.16 0.16 1990-1991 High Court, Delhi
(Representative Assessee)
Income Tax 0.87 - 2005-06 Commissioner (Appeals), Delhi
(Regular Assessment of
erstwhile HCL Infinet Limited )
Income Tax 1.54 - 2006-07 Commissioner (Appeals), Delhi
(Regular Assessment of
erstwhile HCL Infinet Limited )
Sub Total (c) 2.94 0.16
Total (a) + (b) + (c ) 34.99 6.26

Notes:
1 *Deposits under sales tax are adjustable against demand of other assessment years.
2 ** Including balances under Central Sales Tax Act, 1956 with relevant rules of respective states.
3 # Excludes interest for which there is no demand on the Company.

27. Disclosure of related parties and related party transactions.
a) Company having substantial interest:
HCL Corporation Ltd due to substantial interest in the voting power
b) List of Parties where control exists/existed:
Wholly owned Subsidiaries:
HCL Infinet Limited (Formerly known as Microcomp Limited)
HCL Infocom Limited (Refer Note 25)
HCL Security Limited
Natural Technologies Private Limited (Refer Note 23)
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
HCL Peripherals Limited
HCL BPO Services (NI) Limited
Others (where significant influence exist):
SSN College of Engineering
Shri Sivasubramaniya Nadar Educational and Charitable Trust
Key Management Personnel
Mr. Ajai Chowdhry
Mr. J. V. Ramamurthy
Mr. Sandeep Kanwar
Mr. C.S. Dwivedi
Mr. George Paul
Mr. Hari Baskaran
Mr. Rajeev Asija
Mr. Rajendra Kumar
Mr. Rakesh Mehta1
Mr. S.R. Bisht
Mr. Suman Ghose Hazra
Mr. Sushil Kumar Jain
Mr. Vivek Punekar
d) Summary of Related Party disclosures
Note: All transactions with related parties have been entered into in the normal course of business.
1
Resigned w.e.f June 30, 2008



(Rs./Crores)
A. Transactions Company having Subsidiaries Others Key Management Total
substantial interest Personnel
Jun-09 Jun-08 Jun-09 Jun-08 Jun-09 Jun-08 Jun-09 Jun-08 Jun-09 Jun-08

Sales and Related Income 2.27 2.22 2.60 1.05 84.15 68.70 0.02 0.01 89.04 71.98
- HCL Technologies Limited. 79.02 57.37
- HCL Infinet Limited. 2.16 1.05
Services 0.40 - 0.91 2.47 24.00 10.09 25.31 12.56
Other Income 1.23 1.31 1.23 1.31
Purchase of Goods 4.50 - - 0.33 4.50 0.33
- HCL Security Limited. 4.50 -
- HCL Technologies Limited. - 0.33
Purchase of Services 2.53 1.75 8.54 5.71 11.07 7.46
- HCL Comnet Limited. 0.53 0.25
- HCL Peripherals Limited. 0.61 0.73
Purchase of Investment 14.33 8.46 14.33 8.46
- HCL Infinet Limited. 10.00 -
- HCL Security Limited. 4.00 0.05
- Natural Technologies Private Limited. - 8.41
Loans and Advances Given 2.76 1.63 2.76 1.63
- HCL Security Limited. 1.66 -
- Natural Technologies Private Limited. - 1.28
Donations Given
- Shri Sivasubramaniya - 0.48 - 0.48
Nadar Educational and Charitable Trust - 0.48
Assets Purchased - 0.66 - 0.66
- HCL Technologies Limited. - 0.66
Remuneration 9.27 9.01 9.27 9.01
- Mr. Ajai Chowdhry 3.25 3.25
- Mr. Rajeev Asija 1.00 1.00
- Mr. J V Ramamurthy 1.06 0.99
- Mr. Sandeep Kanwar 0.93 0.86
Reimbursements towards expenditure
a) Received 0.05 0.05 0.49 0.56 0.06 0.11 0.60 0.72
b) Made 0.06 0.05 0.02 0.02 0.81 0.04 0.89 0.11
B. Amount due to / from related parties
Investment 16.06 10.13 16.06 10.13
Accounts Receivables 0.89 1.81 0.75 1.61 38.87 21.25 40.51 24.67
Other Recoverables 2.76 1.63 0.47 0.46 3.23 2.09
Creditors 2.21 0.01 2.08 0.99 4.29 1.00
Other Payables 0.03 0.01 0.56 0.88 0.59 0.89



28. Additional disclosure as per Clause 32 of the Listing Agreement
2009 2008
Disclosure of amounts at the year end and the maximum amount of
loans/advances/investments outstanding during the year ended June 30, 2009. (Refer Note 23)
A. Loans and Advances in the nature of Loans to Subsidiary.
a. Name Natural Technologies
- Private Limited
b. Balance outstanding at the year end Nil 1.00
c. Maximum amount outstanding during the year ended June 30, 2009 Nil 1.00
B. Loans and Advances in the nature of loans to Fellow Subsidiaries
a. Name - Nil
b. Balance outstanding at the year end Nil Nil
c. Maximum amount outstanding during the year ended June 30, 2009 Nil Nil
C. Loans and Advances in the nature of Loans where there is no repayment schedule
a. Name - Natural Technologies
Private Limited
D. Loans and Advances in the nature of loans where no interest or interest
below Section 372A of Companies Act is charged
a. Name - Natural Technologies
Private Limited
Loans given to employees under various schemes of the Company
have been considered to be out of purview of disclosure requirement.
E. Loans and Advances in the nature of loans to firms/companies in
which directors are interested Nil Nil
F. Disclosure of Investment in the Company's own shares
a. Name of the Loanee - -
b. Balance outstanding at the year end Nil Nil
c. Maximum amount outstanding during the year ended June 30, 2009 Nil Nil
d. Investments made by the Loanee Nil Nil
e. Maximum amount of Investment during the year ended June 30, 2009 Nil Nil
29. Pursuant to notification u/s 211(3C) of the Companies Act, 1956 issued by the Ministry of Corporate Affairs on March
31, 2009, the Company has 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, the profit before tax for the year ended June 30, 2009 is lower by Rs.0.12 Crores on account of above
mentioned exchange difference, which will be amortised in future period(s) but not beyond March 31, 2011.
30. i) An amount of Rs. 0.23 Crores (2008- Rs. 0.05 Crores), being profit on sale of fixed assets has been adjusted
against the loss on sale of fixed assets.
ii) 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.
iii) Advertisement, Publicity & Entertainment expenses, wherever on sharing basis, are shown at amounts borne by the
company.



31. Derivative Instruments outstanding at the Balance Sheet date:
The Company has following outstanding forward contracts to buy foreign currency as at June 30, 2009:

Currency Foreign Currency Average Rate Maximum Maturity Period
Value/Crores
2009 2008 2009 2008 2009 2008
USD $9.57 $ 8.19 49.61 41.72 5 Months 5 Months
SEK - Kr 0.48 - 7.06 - 3 Months
JPY ¥ 2.66 ¥ 15.12 50.31* 40.20* 1 Month 3 Months
*Average rate of JPY/INR is for 100 Yen.
The above forward contracts have been undertaken to hedge the foreign currency exposures on Import/Royalty payables
as at June 30, 2009.
As on June 30, 2009, the foreign currency exposure that is not hedged by a derivative instrument or otherwise is
Rs.188.88 Crores (2008-Rs.165.86 Crores).
32. Amount due from companies under the same management under section 370(IB) of the Companies Act, 1956
2009 2008
HCL Technologies Limited 35.82 17.81
HCL Comnet Limited 0.40 0.13
HCL Comnet Systems and Services Limited 0.21 0.38
HCL BPO Services (NI) Limited 0.61 1.36
HCL Peripherals Limited 0.05 -

Loans and Advances and Other Recoverables
HCL Comnet Limited 0.05 0.04
HCL Peripherals Limited 0.42 0.42

33. The company remits the dividends to its non resident shareholders in Indian Rupees.
34. Previous year’s figures have been regrouped / recasted, where necessary, to confirm to current year’s presentation.


BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

Registration Details
Corporation Identity Number (CIN)

L 7 2 2 0 0 D L 1 9 8 6 P L C 0 2 3 9 5 5

State Code

5 5

Balance Sheet Date
3 0 0 6 2 0 0 9
D D M M Y Y Y Y
Capital Raised During the Year (Amount in Rs. Thousands)

Public Issue Rights Issue
N I L N I L

Bonus Issue Private Placement
N I L N I L
Position of Mobilisation and Deployment of funds (Amount in Rs. Thousands)
Total Liabilities Total Assets

Sources of Funds 1 3 5 9 2 0 6 9 1 3 5 9 2 0 6 9

Paid-up Capital Reserves and Surplus
3 4 2 4 2 4 1 0 9 8 1 1 5 1
Secured Loans Unsecured Loans
1 0 1 8 4 9 4 1 2 5 0 0 0 0

Application of Funds Net Fixed Assets Investments
1 6 0 1 3 0 9 2 7 6 0 9 5 7
Net Current Assets Misc. Expenditure
9 1 8 8 9 8 4 N I L
Accumulated Losses
N I L
Performance of Company Turnover Total Expenditure
1 2 2 4 4 3 3 0 3 1 1 8 7 0 4 6 9 9
(Please tick Appropriate box Profit/ Loss before Tax Profit/ Loss After Tax
+ for Profit, - for Loss) + 3 7 3 8 6 0 4 + 2 6 0 4 3 7 1
Earning Per Share in Rs. Dividend Rate (%)
1 5 . 2 1 3 2 5

Generic Name of Three Principal Products/ Services of Company (as per monetary terms.)

Item Code No. (ITC Code) 8 4 7 1
Product Description C O M P U T E R S

Product Description T E L E C O M M U N I C A T I O N P R O D U C T S

Product Description O F F I C E A U T O M A T I O N P R O D U C T S


AUDITORS’ REPORT

Report of the Auditors’ to the Board of Directors of HCL Infosystems Limited on the Consolidated Financial Statements of
HCL Infosystems and its Subsidiaries.
1. We have audited the attached consolidated Balance Sheet of HCL Infosystems Limited and its subsidiaries and joint
venture of a subsidiary (the Group), as at June 30, 2009, the consolidated Profit and Loss Account and consolidated
Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this
report. These consolidated financial statements are the responsibility of Company’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
prepared, in all material respects, in accordance with an identified financial reporting framework and are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
3. We did not audit the financial statements of the joint venture of a subsidiary whose financial statements reflect total
assets of Rs. 0.50 crores as at June 30, 2009 and there is no revenue for the period ended on that date, considered
in the consolidated financial statements. Attention is invited to Note No. 19 of Notes to Accounts (Schedule 21)
regarding the Joint Venture whose financial statements are unaudited, the impact of which is not likely to be material.
4. We report that the consolidated financial statements have been prepared by HCL Infosystems Limited’s management
in accordance with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements and Accounting
Standard (AS) 27 Financial Reporting of Interests in Joint Ventures, notified under Section 211(3C) of the Companies
Act, 1956 and on the basis of the separate audited financial statements of HCL Infosystems Limited and its subsidiaries
and joint venture, included in the consolidated financial statements.
5. On the basis of the information and explanations given to us and on consideration of the separate audit reports on
individual audited financial statements of HCL Infosystems Limited and its aforesaid Subsidiaries and joint venture, in
our opinion, the consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India:
a. in case of the Consolidated Balance Sheet, of the consolidated state of affairs of the Group as at June 30, 2009;
b. in case of the Consolidated Profit and Loss Account, of the consolidated results of operations for the Group for
year ended on that date; and
c. in case of the Consolidated Cash Flow Statement, of the Consolidated Cash Flows of the Group for the year ended
on that date.

V. Nijhawan
Partner
Membership No. F – 87228
Place : New Delhi Price Waterhouse
Date : September 8, 2009 Chartered Accountants


CONSOLIDATED BALANCE SHEET AS AT 30TH JUNE

As at As at
Schedule 30.06.2009 30.06.2008
Sources of Funds:
Shareholders’ Funds :
Capital 1 34.24 34.23
Reserves and Surplus 2 1087.66 981.96
Loan Funds:
Secured Loans 3 101.85 1.52
Unsecured Loans 4 125.00 353.00
Deferred Tax Liabilities (Net) 21 (5 b) - 6.72
1348.75 1377.43
Application of Funds:
Fixed Assets: 5
Less: Depreciation 122.21 116.36
Net Block 167.95 154.51
Capital Work-in-Progress 17.26 185.21 15.30 169.81
(Including Capital Advances)
Investments 6 260.04 215.61
Deferred Tax Assets (Net) 21 (5 b) 5.64 -
Current Assets, Loans and Advances:
Inventories 7 889.09 898.53
Sundry Debtors 8 1506.31 1248.08
Cash and Bank Balances 9 210.07 319.20
Other Current Assets 10 104.68 95.20
Loans and Advances 11 201.44 143.51
2911.59 2704.52
Less: Current Liabilities and Provisions 12
Current Liabilities 1935.40 1643.36
Provisions 78.33 69.15
2013.73 1712.51
Net Current Assets 897.86 992.01
1348.75 1377.43
Consolidated Significant Accounting Policies 20
Consolidated Notes to Accounts 21

This is the Consolidated Balance Sheet The schedules referred to above form an integral part of
referred to in our report of even date the Consolidated Balance Sheet
Price Waterhouse SUSHIL KUMAR JAIN
Chartered Accountants Company Secretary

Place : New Delhi
Date : September 08, 2009


CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE

Schedule 30.06.2009 30.06.2008

Income
Business Income 13 12378.49 12402.62
Less : Excise Duty 126.08 12252.41 158.00 12244.62
Other Income 14 37.13 49.94
12289.54 12294.56
Expenditure
Cost of Goods and Services Sold 15 11160.87 11188.62
Personnel 16 338.23 301.17
Administration, Selling, Distribution and Others 17 359.42 294.61
Repairs 18 11.68 11.63
Finance Charges 19 44.66 47.60
License Fees 2.12 2.18
Depreciation and Amortisation 5 21.30 18.67
Less : Transfer from Revaluation Reserve 0.05 21.25 0.05 18.62
11938.23 11864.43
Profit before Tax 351.31 430.13
Tax Expense 21 (5 b)
- Current [Wealth tax Rs. 0.02 Crores
(2008 - Rs. 0.02 Crores)] 122.17 131.50
- Fringe Benefit 1.55 4.11
- Deferred (12.36) 111.36 (5.63) 129.98
Profit after Tax 239.95 300.15
Add: Balance in Profit and Loss Account brought forward 713.14 603.57
Adjustments due to scheme of arrangement (1.91) -
Profit available for Appropriation 951.18 903.72
Less: Appropriations:
Debenture Redemption Reserve 4.00 -
Interim Dividend [including Rs. 0.00 Crores
(2008-Rs. 0.20 Crores) paid for previous year] 85.59 102.61
Corporate Dividend Tax on Interim Dividend 14.55 17.44
Transfer to General Reserve 26.05 30.47
Balance Carried over 790.95 713.14
951.18 903.72
Earning per equity share (in Rs.)
Basic (of Rs. 2/- each) 21 (9) 14.02 17.61
Diluted (of Rs. 2/- each) 21 (9) 14.02 17.38
Consolidated Significant Accounting Policies 20
Consolidated Notes to Accounts 21

This is the Consolidated Profit and Loss Account The schedules referred to above form an integral part of
referred to in our report of even date the Consolidated Profit and Loss Account

Place : New Delhi


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30TH JUNE

2009 2008

1 Cash Flow from Operating Activities:

Net profit before tax 351.31 430.13

Adjustments for:
Interest Expense 44.66 47.60
Interest Income (7.47) (7.87)
Dividend Income (4.61) (14.50)
Loss on Sale of Fixed Assets 0.30 -
Fixed Assets Written Off 0.12 -
(Profit)/Loss on sale of Investments (0.93) (1.75)
Provision for Doubtful Debts and Bad Debts written off 26.00 2.34
Provision Doubtful Loans and Advances 5.49 -
Provision For Other Current Assets 0.38 -
Provisions/Liability no longer required written back (18.32) (16.66)
Provision for Gratuity and other Employee Benefits 5.56 4.43
Provision for diminution in value of Investments 0.04 0.21
Unrealised foreign exchange (gain) /loss 7.70 8.54
Provision for warranty liability 12.90 93.07 13.32 54.28

Operating profit before working capital changes 444.38 484.41

Adjustments for changes in working capital :
- (Increase)/Decrease in Sundry Debtors (282.15) (238.15)
- (Increase)/Decrease in Other Current Assets, (76.58) (72.99)
Loans and Advances
- (Increase)/Decrease in Inventories 9.45 (106.65)
- Increase/(Decrease) in Current Liabilities and Provisions 276.98 (72.30) 236.84 (180.95)

Cash generated from operations 372.08 303.46
- Taxes (Paid)/Received (Net of Tax Deducted at Source) (107.73) (152.12)

Net cash from Operating Activities (A) 264.35 151.34

2. Cash Flow from Investing Activities:
Purchase of fixed assets
Additions during the period (excludes Exchange Fluctuation) (36.99) (52.23)
Proceeds from Sale of fixed assets 1.71 2.51
Proceeds from Sale of Investments 1,990.83 3,611.33
Purchase of investments (2034.37) (3,553.81)
Interest Received 7.59 7.92
Dividend Received 4.61 14.50

Net cash from/(used in) investing activities (B) (64.35) 41.73


CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30TH JUNE

2009 2008
3. Cash Flow from financing activities:
Share Capital issued 0.01 0.40
Share Premium Received (Net) 0.26 16.12
Secured Loan
Short term received/(paid) (1.52) (4.50)
Long term received 103.59 -
Long term paid (1.74) (6.00)
Unsecured Loan
Short term received/(paid) (147.47) 183.33
Long term received - 67.94
Long term paid (81.45) (123.06)
Interest Paid (40.90) (46.43)
Dividend Paid (119.55) (136.12)
Dividend Tax Paid (20.36) (23.20)
Net cash from/(used in) financing activities (C) (309.13) (71.52)
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (109.13) 121.55
Opening Balance of Cash and Cash Equivalents 319.20 197.65
Closing Balance of Cash and Cash Equivalents 210.07 319.20
[Includes exchange rate fluctuation of Rs. 1.04 Crores
(2008-Rs. 0.14 Crores)]
Cash and cash equivalents comprise 210.07 319.20
Cash,Cheques and Drafts (in hand) 52.62 100.62
Balance with Scheduled Banks in Current Accounts 140.95 217.32
Balance with Scheduled Banks in Deposits Accounts 8.49 0.79
Balance with Non-Scheduled Banks in Current Accounts 8.01 0.47

Notes:
1 The above Consolidated Cash Flow Statement has been prepared under the indirect method set out in Accounting
Standard-3, notified u/s 211(3C) of Companies Act, 1956.
2 Cash and cash equivalents include the following balances with scheduled banks which are not available for use by the
company:
2009 2008
Deposit Accounts 3.35 -
Unclaimed Dividend 3.22 2.94
Margin Money for Bank Guarantee 0.32 0.43
3 Schedule 1 to 21 form integral part of the Consolidated Cash Flow Statement
4 Figures in brackets indicate cash outgo.

This is the Consolidated Cash Flow Statement
referred to in our report of even date

Place : New Delhi


SCHEDULES TO THE CONSOLIDATED BALANCE SHEET AS AT 30TH JUNE

As at As at
30.06.2009 30.06.2008

1- Capital
[Schedule-21, Note 6 & 13]

Authorised:
55,00,00,000 (2008 - 55,00,00,000 Equity shares of Rs. 2/- each) 110.00 110.00
5,00,000 (2008 - 5,00,000) Preference Shares of Rs. 100/- each 5.00 5.00

115.00 115.00

Issued, Subscribed and Paid up:
17,12,12,031 (2008 - 17,11,49,656) Equity shares of Rs. 2/- each,
fully paid up. 34.24 34.23

Add : Shares Forfeited 0.00 0.00
[Represents Rs. 1000 (2008 - Rs. 1000)]
34.24 34.23
Notes:-

1. Paid up share capital includes :
a) 5,04,47,295 (2008 - 5,04,47,295) Equity Shares of Rs. 2/- each issued pursuant to contract without payment being received in
cash.
b) 5,31,82,765 (2008 - 5,31,82,765) Equity Shares of Rs. 2/- each Bonus shares issued from Securities Premium Account.
c) 1,15,84,715 (2008 - 1,15,22,340) Equity Shares of Rs. 2/- each issued pursuant to the exercise of options granted under
Employee Stock Option Scheme 2000.
d) 80,021 (2008 - 80,021) Equity Shares of Rs. 2/- each issued pursuant to the exercise of options granted under Employee Stock
Based Compensation Plan 2005.
2. Of the above subscribed shares, 7,58,79,734 (2008 - 7,46,51,388) Equity Shares of Rs. 2/- each are held by HCL Corporation
Limited.

2- Reserves and Surplus As at Additions/ Deductions/ As at
[Schedule-21, Notes 6 and 15] 01.07.2008 Adjustments Adjustments 30.06.2009
Rs./Crores Rs./Crores Rs./Crores Rs./Crores

Capital Reserve 0.00 - - 0.00
[Represents Rs. 37,135 (2008 - Rs. 37,135)] (-) (-) (-) (-)
Securities Premium Account 124.91 0.80 0.09 125.62
(108.79) (22.66) (6.54) (124.91)
General Reserve 141.04 26.05 - 167.09
(110.57) (30.47) (-) (141.04)
Debenture Redemption Reserve - 4.00 - 4.00
Revaluation Reserve (Adj.) 2.87 - 2.87 -
(2.92) (-) (0.05) (2.87)
Profit and Loss Account 713.14 77.81 - 790.95
(603.57) (109.57) (-) (713.14)
981.96 108.66 2.96 1087.66
(825.85) (162.70) (6.59) (981.96)
Notes:-
1 Addition to the Securities Premium Account is in respect of allotment of equity shares of Rs. 2 each to employees of the
company and its subsidiaries under the Employee Stock Option Scheme 2000 and Employee Stock Based Compensation
Plan 2005 is Rs. 0.36 Crores (2008 Rs. 22.66 Crores ) .
2 Deduction from the Securities Premium Account is in respect of the amount paid towards Fringe benefit tax on exercise
of options granted under Employee Stock Option Scheme 2000 and Employee Stock Based Compensation Plan 2005.
3 Previous year’s figures are given in brackets.



As at As at
30.06.2009 30.06.2008

3- Secured Loans
Long Term
Debentures 80.00 -
Loans from Banks:
- Cash Credits - 1.46
Loans from Others:
- Long Term Loan 21.85 -
Finance Lease Obligation - 0.06
101.85 1.52

Notes:-
1) The Company issued 800 Rated taxable Secured Redeemable Non-Convertible Debentures of face value of Rs. 10 lakhs
each, aggreagating to Rs. 80.00 Crores, at a coupon rate 12.75% per annum payable annually on private placement
basis to Life Insurance Corporation of India on December 19, 2008. These Debentures are redeemable at par at the end
of 5th year from the date of allotment, with a call option excercisable by the issuer, only at the end of 3 years from the
date of allotment. Debentures are secured by way of first mortgage and charge on identified immovale and movable
assets of the company.
2) Cash Credits along with non-fund based facilities from Banks are secured by way of hypothecation of stock-in-trade,
book debts as first charge and by way of second charge on all the immovable and movable assets of the Company. The
charge ranks pari-passu amongst Bankers.
3) Term loan from others is secured by way of first charge on IT and Telcommunication assets.
4) Payable within one year Rs. 4.82 crores (2008-Rs. 1.52 Crores).

4- Unsecured Loans
Public Deposits - 0.01
Short term Loans
– From Banks
– Commercial Paper 20.00 20.00
– Foreign Currency Loan - 106.21
– Others - 0.34
From Others
– Commercial Paper 105.00 145.00
– Others - 81.44
125.00 353.00

Note: Amount payable within one year is Rs. 125.00 Crores (2008 - Rs. 353.00 Crores)



5- Fixed Assets
[Schedule-21, Notes 1, 2, 7(b), and 15] Rs./Crores

Gross Block Depreciation Net Block
As at Additions/ Deductions/ As at As at Additions/ Deductions As at As at As at
01.07.2008 Adjusments during Adjustments/ Retired 30.06.2009 01.07.2008 Adjustments Adjustments/ Retired 30.06.2009 30.06.2009 30.06.2008
the Year during the Year during the Year during the Year

Tangible:
Land - Leasehold 10.88 2.05 - 12.93 0.62 0.15 - 0.77 12.16 10.26
Land - Freehold 25.61 0.06 - 25.67 - - - - 25.67 25.61
Leasehold Premises 1.82 - - 1.82 0.09 0.03 - 0.12 1.70 1.73
Buildings 75.19 8.05 0.03 83.21 13.42 1.98 0.01 15.39 67.82 61.77
Plant and Machinery, 82.17 15.69 7.74 90.12 57.08 9.22 7.35 58.95 31.17 25.09
Air Conditioners and
Networking Equipments
Furniture, Fixtures and 61.68 14.42 8.25 67.85 40.44 8.99 6.89 42.54 25.31 21.24
Office Equipment
Vehicles - Owned 1.48 0.19 0.20 1.47 0.92 0.25 0.18 0.99 0.48 0.57
- Leased 0.16 - 0.16 - 0.09 - 0.09 - - 0.06
Intangible :
Goodwill 4.22 - 4.14 0.08 - - - - 0.08 4.22
Software 5.16 0.87 1.52 4.51 3.45 0.88 1.26 3.07 1.44 1.71
License Fees 2.50 - - 2.50 0.25 0.13 - 0.38 2.12 2.25
TOTAL 270.87 41.33 22.04 290.16 116.36 21.63 15.78 122.21 167.95 154.51

Previous Year 223.78 52.19 5.10 270.87 99.37 19.64 2.65 116.36

Capital Work-in-Progress 17.26 15.30

[Including Capital Advances of Rs. 0.87 Crores (2008 - Rs. 3.92 Crores)] 185.21 169.81

Notes:-
1. Land-Freehold and Building at Ambattur amounting to Rs.0.57 Crores (2008 - Rs.0.57 Crores) are pending registration in the name of the company.
2. Software comprise of cost of acquiring licences and implementation charges.

6- Investments
30.06.2009 30.06.2008 Value 30.06.2009 30.06.2008
Unquoted (Others) : Current
Dividend Options
HSBC Liquid Plus 17,901,873 10,438,484 10 18.00 10.47
IDFC Floating Rate Fund - Long Term Plan 17,986,279 29,051,418 10 18.02 29.14
IDFC Money Manager Fund 23,984,230 - 10 24.03 -
ICICI Prudential Flexible Income Plan 25,691,455 40,575,673 10 27.07 42.80
Kotak Flexi Debt- Quarterly Dividend 19,762,322 24,946,136 10 20.13 25.37
Kotak Flexi Debt- Daily Dividend 14,948,452 - 10 15.02 -
Reliance Liquid Plus 200,214 320,890 1000 20.06 32.15
Reliance Money Manager Fund Institutional
Option- Weekly Dividend 179,924 - 10 18.02 -
Tata Floater Fund 26,444,252 19,630,564 10 26.66 19.79
UTI Liquid Cash Plan - 167,269 1000 - 17.11
HDFC Cash Management Fund 33,970,011 7,995,757 10 34.03 8.01
Principal Cash Management Fund 38,790,521 20,034,216 10 39.00 20.04
Grindlays Cash Fund - Daily Dividend - 10,135,922 10 - 10.73
260.04 215.61

Note:- Net asset value of Unquoted (Others) Current Investments in Mutual Funds as on June 30, 2009 is Rs. 260.07 Crores (2008 -
Rs. 215.69 Crores).



As at As at
30.06.2009 30.06.2008
7- Inventories
Raw materials and Components [Including in Transit
Rs. 13.15 Crores (2008 - Rs. 36.81 Crores)] 89.25 119.67
Stores and Spares 66.64 64.22
Finished Goods [Including in Transit Rs. 149.30 Crores
(2008 - Rs. 118.23 Crores)] 732.04 712.96
Work-In-Progress 1.16 1.68
889.09 898.53

8- Sundry Debtors - Unsecured
Debts outstanding for a period exceeding six months :
- Considered Doubtful 20.35 3.25
550.13 367.74
Other Debts :
1526.66 1251.33
Less : Provision for Doubtful Debts 20.35 1506.31 3.25 1248.08
1506.31 1248.08

9- Cash and Bank Balances
Cash balance on hand 0.29 0.43
Cheques in hand 52.33 100.19
Balances with Scheduled Banks :
- On Current Account 137.43 214.34
- On Dividend Account 3.22 2.94
- On Margin Account 0.32 0.43
- On Fixed Deposits [Includes Escrow Account
Rs. 3.35 Crores (2008 Rs. Nil)] 8.81 1.11
Balances with Non-Scheduled Banks:
- On Current Account
Standard Chartered Bank, Singapore-USD 7.99 0.44
Rs. 11.15 Crores (2008 - Rs.1.05 Crores)]
Standard Chartered Bank, Singapore- SGD 0.02 8.01 0.03 0.47
Rs. 0.04 Crores (2008 - Rs.0.03 Crores)]
210.07 319.20
Note:-
1) Fixed Deposit includes Rs. 0.06 Crores (2008 - Rs. 0.07 Crores) under lien as margin money on bank guarantee.
2) Balance with current accounts includes Rs. 0.25 Crores which represent 49% share in bank balance of Scout Mobile
Internet Services Limited, a Joint Venture with Nokia Corporation, Finland (Refer Note 14 on schedule 21).

10- Other Current Assets- Unsecured
[Schedule-21, Notes 3(c) and 7]
Considered Good
Deposits 34.55 27.40
Lease Rental Recoverable 20.09 35.63
Unbilled Revenue 50.04 32.17
Less: Provision for Doubtful Assets 0.38 - - -
104.68 95.20



As at As at
30.06.2009 30.06.2008
11- Loans and Advances - Unsecured
[Schedule - Notes 8]
Considered Good
- Amounts Recoverable in cash or in kind
or for value to be received 169.76 124.93
- Balances with Customs, Port Trust,
Excise and Sales Tax Authorities 31.68 18.58
Considered Doubtful 5.49 - - -
Less: Provision for Doubtful Loans and Advances 5.49 - - -
201.44 143.51

12- Current Liabilities and Provisions
[Schedule-21, Notes 4, 5 and 12]

Current Liabilities:
Acceptances 438.40 252.82
Sundry Creditors :
- Due to Micro and Small Enterprises 1.76 0.60
- Other than Micro and Small Enterprises 1199.92 1201.68 1170.22 1170.82
Sundry Deposits 4.15 4.31
Interest accrued but not due :
- On Secured Loans 5.51 -
- On Unsecured Loans - Others - 1.73
Investor Education and Protection Fund :
- Unclaimed Dividend * 3.22 2.94
Advances from Customers 36.94 26.82
Deferred Revenue 174.05 147.14
Other Liabilities 71.45 36.78
1935.40 1643.36
Provisions:
For Income Tax [Net of Advance Income Tax of
Rs. 387.82 Crores (2008 - Rs. 368.60 Crores)] 19.00 3.02
For Warranty Liability 4.28 5.65
For Gratuity and other Employee Benefits 25.01 20.43
78.33 69.15
2013.73 1712.51

* There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at June 30, 2009.
These shall be credited and paid to the fund as and when due.


SCHEDULES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE

30.06.2009 30.06.2008
13- Business Income
Sales and Related Income 11724.82 11944.40
Services 653.67 458.22
12378.49 12402.62

14- Other Income
[Schedule-21, Notes 7(a)]
Interest :
- On Lease Rental 4.63 5.28
- On Fixed Deposits 1.08 0.26
[TDS Rs. 0.13 Crores (2008 - Rs. 0.06 Crores)]
- On Other Loans and Advances 0.01 0.01
- On Others 1.75 7.47 2.32 7.87
Dividend from (Others) Current Investments 4.61 14.50
Insurance Claims 0.27 0.10
Provisions/Liabilities no longer required written back 18.32 16.66
Profit on disposal of (Others) Current Investments 0.93 1.75
Profit on Foreign Exchange Fluctuation - 1.66
Miscellaneous Income 5.53 7.40
37.13 49.94

15- Cost of Goods and Services Sold
Raw Materials and Components Consumed 1860.34 1753.81
Purchase of Traded Goods 8928.35 9269.33
Purchase of Services and Network Operating Cost 256.41 114.32
Stores and Spares Consumed 28.46 29.38
Power and Fuel 1.72 1.60
Labour and Processing Charges 10.93 10.49
Royalty 93.22 99.52
11179.43 11278.45
Closing Stock
[Including excise duty of Rs. 3.97 Crores (2008 - Rs. 3.43 Crores)]
- Work-in-Progress 1.16 1.68
733.20 714.64
Opening stock
[Including excise duty Rs. 3.15 Crores (2008 - Rs. 3.77 Crores)]
- Work-in-Progress 1.68 1.23
714.64 624.81
(Increase)/Decrease in stocks of Finished Goods and Work-in-Progress : (18.56) (89.83)
11160.87 11188.62

16- Personnel
[Schedule-21, Note 12]
Salaries, Wages, Allowances, Bonus and Gratuity 317.23 283.02
Contribution to Provident and Other Funds 12.32 10.16
Staff Welfare Expenses 8.68 7.99
338.23 301.17


SCHEDULES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30TH JUNE

30.06.2009 30.06.2008

17- Administration, Selling, Distribution and Others
[Schedule-21,Note 7 (b)]
Rent 26.62 19.50
Rates and Taxes 12.02 9.75
Printing and Stationery 3.99 3.98
Communication 8.79 10.71
Travelling and Conveyance 31.52 33.64
Packing, Freight and Forwarding 51.71 55.32
Legal and Professional 23.93 19.00
Training and Conference 4.53 5.02
Office Electricity and Water 10.90 8.34
Insurance 7.71 7.27
Advertisement, Publicity and Entertainment 57.31 71.61
Hire Charges 4.19 4.15
Commission on Sales 22.39 20.03
Bank Charges 10.56 9.43
Provision for Doubtful Debts 20.19 2.36
Provision for Doubtful Loans and Advances 5.49 -
Loss on Sale of Fixed Assets 0.30 -
Fixed Assets written off 0.12 -
Loss on Foreign Exchange Fluctuation 26.35 -
Diminution in value of Current Investment 0.04 0.21
Miscellaneous 30.38 14.29

359.42 294.61

18- Repairs
Plant and Machinery 1.62 1.62
Buildings 1.40 0.84
Others 8.66 9.17

11.68 11.63

19- Finance Charges
Interest on :
- Debentures 5.42 -
- Other fixed loans 22.80 32.76
- On Others 16.44 14.84

44.66 47.60


SCHEDULES TO THE CONSOLIDATED BALANCE SHEET & PROFIT AND LOSS ACCOUNT

SCHEDULE 20 - CONSOLIDATED SIGNIFICANT ACCOUNTING POLICIES
1. GROUP COMPANIES
HCL Infosystems Limited (The Company) has three wholly owned subsidiary companies and Joint venture (JV) (The
Group), as given in the following table.

Name of the Subsidiary/JV Country of Extent of holding (%)
Company Incorporation as at June 30
2009 2008
HCL Infinet Ltd. India 100 100
(formerly known as Microcomp Limited)
HCL Infocom Limited India 100 -
(Refer Note 14 on schedule No. 21)
HCL Security Limited India 100 100
Natural Technologies Private Limited (“NTPL”) India - 100
Scout Mobile Internet Services Limited India 49 -

2. BASIS FOR PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Group have been prepared and presented under the historical cost
convention on the accrual basis of accounting in accordance with the accounting principles generally accepted in
India and comply with the mandatory Accounting Standards notified under section 211(3C) of the Companies Act,
1956 and the relevant provisions of the Companies Act, 1956.
Financial statements of the Company and the subsidiaries have been combined on a line-by-line basis by adding
together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances/
transactions in full as per Accounting Standard 21 on Consolidated Financial Statements.
All unrealized surpluses and deficits on transactions between the Group companies are eliminated.
Accounting policies between the Group companies are consistent to the extent practicable. Appropriate disclosure is
made of significant deviations from the company accounting policies, which have not been adjusted.
3. FIXED ASSETS
Fixed Assets including in-house capitalisation and Capital Work-in-Progress are stated at cost except those which are
revalued from time to time on the basis of current replacement cost / value to the Group, net of accumulated depreciation.
Assets taken on finance lease on or after 1.4.2001 are stated at fair value of the assets or present value of minimum
lease payments whichever is lower.
Intangible Assets are stated at cost net of amortization.
4. DEPRECIATION
(i) Depreciation has been calculated as under:
a) Depreciation on fixed assets is provided on a prorata basis using the straight–line method based on economic
useful life determined by way of periodical technical evaluation:
Economic useful lives which are not exceeding those stipulated in Schedule XIV of the Companies Act, 1956
are as under:
Plant and Machinery 4-6 years
Building - Factory 25-28 years
- Others 50-58 years
- Capitalised prior to 1.5.1986 As per Section 205(2)(b) of the Companies Act, 1956
- Acquired on or after 1.5.1986 At the rates specified in Schedule XIV of the Companies
and before 16.12.1993 (Amendment) Act, 1988
Furniture & Fixture 4-6 years
Air Conditioners 3-6 years



Vehicles 4-6 years
Office Equipment 3-6 years
Networking equipment 3-6 years
Computers 3-5 years
b) The assets taken on finance lease on or after 1st April, 2001 over their expected useful lives.
(ii) Leasehold assets viz land and vehicles are amortised over the period of lease. Leasehold improvements are
amortised on straight line basis over the period of three years or lease period whichever is lower.
(iii) Intangible Assets are amortised over a period of 1-3 years.
(iv) The One-time license fee capitalised is amortised equally over the balance period of license from the date of
payment of license fee.
(v) Individual assets costing Rs. 5,000 or less are depreciated/amortised fully in the year of acquisition.
5. INVESTMENTS
Current Investments are carried at lower of cost or fair value where fair value for mutual funds is based on net asset
value.
6. INVENTORIES
Raw Materials and components held for use in the production of inventories and Work-in-Progress are valued at cost if
the finished goods in which they will be incorporated are expected to be sold at or above cost. If there is a decline in
the price of materials/components and it is estimated that the cost of finished goods will exceed the net realisable
value, the materials/components are written down to net realisable value measured on the basis of their replacement
cost. Cost is determined on the basis of weighted average or First in First Out (FIFO).
Finished Goods and Work in Progress are valued at lower of cost and net realisable value.
Cost of Finished Goods and Work in Progress includes cost of raw materials and components, direct labour and
proportionate overhead expenses. Cost is determined on the basis of weighted average.
Stores and Spares are valued at lower of cost and net realisable value. Adequate adjustments are made to the carrying
value for obsolescence. Cost is determined on the basis of weighted average.
Goods in Transit are valued inclusive of custom duty, where applicable.
7. FOREIGN CURRENCY TRANSACTIONS
a) Foreign currency transactions are recorded at the exchange rates prevailing at the date of transaction. Exchange
differences arising on settlement of transactions, are recognised as income or expense in the year in which they
arise.
b) At the balance sheet date, all assets and liabilities denominated in foreign currency, are reported at the exchange
rates prevailing at the balance sheet date and the resultant gain or loss is recognised in the profit and loss
account.
c) Pursuant to notification under section 211(3C) of the Companies Act, 1956 issued by Ministry of Corporate
Affairs on March 31, 2009 amending Accounting Standard - 11 (AS - 11) ‘The Effects of Changes in Foreign
Exchange Rates (revised 2003), exchange differences arising on translation of long term foreign currency monetary
items having a term of 12 months or more are recognised as stated below:
(i) Exchange differences relating to long term foreign currency monetary items, arising during the year, in so
far as they relate to the acquisition of a depreciable capital asset are added to or deducted from the cost of
the asset and depreciated over the balance life of the asset.
(ii) In other cases, such differences are accumulated in the “Foreign Currency Monetary Translation Difference
Account” and amortised over the balance period of the long term assets / liabilities but not beyond March
31, 2011.
d) In case of forward foreign exchange contracts where an underlying asset or liability exists at the balance sheet
date, the difference between the forward rate and the exchange rate at the inception of the contract is recognised
as income or expense over the life of the contract.



e) In case of forward foreign exchange contracts taken for highly probable/forecast transactions, the net loss, if any,
calculated on ‘Mark to Market’ principle as at the balance sheet date is recorded.
f) Profit or loss arising on cancellation or renewal of a forward contract is recognised as income or expense in the year
in which such cancellation or renewal is made.
8. EMPLOYEE BENEFITS
Defined Benefit:
Liability for gratuity and leave encashment is provided as determined on actuarial valuation made at the end of the year
which is computed using projected unit credit method. Gains/losses arising out of actuarial valuation are recognised
immediately in the profit and loss account as income/expense.
Defined Contribution:
Group’s contributions towards recognised Provident Fund and Superannuation Fund are accounted for on accrual basis.
The Company has an obligation to make good the shortfall, if any, between the return from the investment of the
provident fund trust and the notified interest rate.
The Company makes defined contribution to a superannuation trust established for the purpose. The Company has no
further obligations beyond its monthly contributions.
9. REVENUE RECOGNITION
a) Sales, after adjusting trade discount, are inclusive of excise duty and the related revenue is recognised (after
providing for expenses to be incurred connected to such sales) on transfer of all significant risks and rewards to the
customer and when no significant uncertainty exists regarding realisation of the consideration.
b) Composite contracts, outcome of which can be reliably estimated, where no significant uncertainty exists regarding
realisation of the consideration, revenue is recognised in accordance with the percentage completion method,
under which revenue is recognised on the basis of cost incurred as a proportion of total cost expected to be
incurred. The foreseeable losses on the completion of contract, if any, are provided for.
c) Service income includes income
i) From maintenance of products and facilities under maintenance agreements, and extended warranty, which is
recognised upon creation of contractual obligations rateably over the period of contract, where no significant
uncertainty exists regarding realisation of the consideration.
ii) From software services
(a) The revenue from time and material contracts is recognised based on the time spent as per the terms of
contracts.
(b) In case of fixed priced contracts revenue is recognised on percentage of completion basis. Foreseeable
losses, if any, on contract completion are recognised immediately.
iii) Virtual private networks: Revenue is recognised on proportionate basis over the period of contract with the customer.
One time charges recovered from the customers are recognised as revenue at the commencement of service.
iv) Technical help desk: The Group is engaged in providing technical and administrative help desk support to its
various customers through the Web. Revenue for the same has been recognised based on fulfilling obligations
as contracted in the respective agreements.
10. GOVERNMENT GRANTS
Revenue grants, where reasonable certainty exists that the ultimate collection will be made, are recognized on a
systematic basis in profit and loss statement over the periods necessary to match them with the related cost which they
are intended to compensate.
11. LICENSE FEES – REVENUE SHARE
With effect from December 16th, 2004 the variable license fee computed at prescribed rate of revenue share is being
charged to the Profit and Loss Account in the year in which the related revenue from the Group’s Networking and
Internet related products and services segment arises.



12. ROYALTY
Royalty expense, net of performance based discounts, is recognised when the related revenue is recognised.
13. LEASES
i) Assets taken under leases where the Group has substantially all the risks and rewards of ownership are classified
as Finance leases. Such assets are capitalised at the inception of the lease at the lower of fair value or the present
value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is
allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on outstanding
liability for each period.
ii) Assets taken on leases where significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Lease rentals are charged to the Profit and Loss Account on straight line basis over
the lease term.
iii) Profit on sale and leaseback transactions is recognised over the period of the lease.
iv) Assets given under finance lease are recognised as receivables at an amount equal to the net investment in the
lease. Inventories given on finance lease are recognised as deemed sale at fair value. Lease income is recognised
over the period of the lease so as to yield a constant rate of return on the net investment in the lease.
v) Assets leased out under operating leases are capitalised. Rental income is recognised on accrual basis over the
lease term.
vi) Initial direct costs relating to the finance lease transactions are included as part of the amount capitalised as an
asset under the lease.
14. SEGMENT ACCOUNTING
The segment accounting policy is in accordance with the policies consistently used in the preparation of financial
statements of the Group. The basis of reporting is as follows: -
a) Revenue and expenses distinctly identifiable to a segment are recognised in that segment. Identified expenses
include direct material, labour, overheads and depreciation on Fixed Assets. Expenses that are identifiable with/
allocable to segments have been considered for determining segment results.
Allocated expenses include support function costs which are allocated to the segments in proportion of the services
rendered by them to each of the business segments. Depreciation on Fixed Assets is allocated to the segments on
the basis of their proportionate usage.
b) Unallocated expenses/income are enterprise expenses/income, which are not attributable or allocable to any of the
business segment.
c) Assets and liabilities which arise as a result of operating activities of the segment are recognised in that segment.
Fixed Assets which are exclusively used by the segment or allocated on a reasonable basis are also included.
d) Unallocated assets and liabilities are those which are not attributable or allocable to any of the segments and
includes liquid assets like Investments, Bank Deposits; and Investments in assets given on finance lease.
e) Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer
price which is at par with the prevailing market price.
15. BORROWING COSTS
Borrowing costs to the extent related/attributable to the acquisition/construction of assets that necessarily take substantial
period of time to get ready for their intended use are capitalised along with the respective fixed asset up to the date
such asset is ready for use. Other borrowing costs are charged to the Profit and Loss Account.
16. INCOME TAXES
The current charge for income taxes including fringe benefit tax is calculated in accordance with the relevant tax
regulations.
Deferred tax assets and liabilities are recognised for timing differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using tax rates that have been enacted or substantially enacted tax rates at the balance sheet date. Deferred tax asset



is recognized and carried forward when it is virtually certain that sufficient taxable profits will be available in future
against which deferred tax assets can be realised.
17. PROVISIONS AND CONTINGENCIES
The Group creates a provision when there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of
resources or where a reliable estimate of the amount of the obligation cannot be made.
18. USE OF ESTIMATES
The preparation of financial statements in conformity with Generally Accepted Accounting Principles requires the
management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent liabilities at the date of the financial statements and the results of operations during the reporting period.
Examples of such estimates include estimate of cost expected to be incurred to complete performance under composite
arrangements, income taxes, provision for warranty, employment retirement benefit plans, provision for doubtful debts
and estimated useful life of the fixed assets. The actual results could differ from those estimates. Any revision to
accounting estimates is recognised prospectively in current and future periods.
19. EMPLOYEE STOCK OPTION SCHEME
The Company calculates the employee stock compensation expense based on the intrinsic value method wherein the
excess of market price of underlying equity shares as on the date of the grant of options over the exercise price of the
options given to employees under the Employee Stock Option Scheme of the Company, is recognised as deferred stock
compensation expense and is amortised over the vesting period on the basis of Generally Accepted Accounting Principles
in accordance with the guidelines of Securities and Exchange Board of India.



SCHEDULE 21 - NOTES TO ACCOUNTS
1. Land and Buildings and certain Plant and Machinery were revalued by registered valuers’ after considering depreciation
upto that date on the governing principle of current replacement cost/value. The amounts added/reduced on aforesaid
revaluation in 1992, 2005, 2006 and 2007 were as under:
Date of Revaluation Rs./Crores
Land June 30, 1992 4.44
Land November 1, 2006 16.78
Leasehold Land March 27, 2006 and 2.53
August 13, 2007
Leasehold Premises April 24, 2005 1.81
Buildings June 30, 1992 6.44
Buildings November 1, 2006 0.25
Plant and Machinery June 30, 1992 (1.01)
Total 31.24
Less : Goodwill 5.70
Transferred to Revaluation Reserve 25.54
Less:
-Expenditure incurred on acquisition of business in 1992 0.86
-Loss on sale of Land 0.15
-Depreciation and Amortisation 0.33
-Cancellation on consolidation of HCL Infinet Limited 1.81
-Adjusted on amalgamation of Stelmac Engineering Private Limited 16.70
-Adjusted on amalgamation of Natural Technologies Private Limited 5.69
Balance as at June 30, 2009 -

2. Estimated value of contracts on capital account, excluding capital advances, remaining to be executed and not provided
for amount to Rs. 2.48 Crores (2008–Rs.8.73 Crores )
3. Contingent Liabilities:
(a) Claims against the Company not acknowledged as debts:

2009 2008
Sales Tax* 21.21 8.66
Excise* 10.86 14.87
Income Tax* 2.94 1.59
Industrial Disputes, Civil Suits and Consumer Disputes 10.14 8.37
*Against the above, the Group has deposited a sum of Rs. 5.29 Crores (2008 - Rs. 3.19 Crores)
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 outcome 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. 6.50 Crores (2008 - Rs. 6.50 Crores) was given to a Bank for working capital
facilities and Rs. 6.07 Crores (2008- Rs. Nil) was given to a non-banking finance company for operating lease
sanctioned to a 100% subsidiary, HCL Infinet Limited (Formerly Microcomp Limited) against which the total
amount utilised as at June 30, 2009 is Rs. 4.25 Crores and Rs. 6.07 Crores (2008 - Rs. 2.25 Crores)
respectively.
(ii) Corporate Guarantee of Rs. 5.00 Crores has been given to a Bank for working capital facilities sanctioned to a
100% subsidiary, HCL Security Limited against which the total amount utilised as at June 30, 2009 is
Rs. 0.99 Crores (2008 - 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, 2009 is Rs. 21.12 Crores (2008 – Rs. 30.55
Crores). The transfer of these Financial Assets is with recourse to the Company.



4. The company has the following warranty provision in the books of accounts:

2009 2008
Opening Balance as on July 1 5.65 3.80
Additions during the year 12.90 13.32
Utilised/Reversed during the year 14.27 11.47
Closing Balance as on June 30 4.28 5.65
The warranty provision has been recognised for expected warranty claims for the first year of warranty on products sold
during the year. Due to the very nature of such costs, it is not possible to estimate the timing of cash outflows due to
uncertainties relating to the outflows of economic benefits.
5. 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, 2009, although the actual tax liability of the Group has to be computed each year by reference to
taxable profit for each fiscal year ended March 31.
b) Deferred Tax:
Major Components of Deferred Tax arising on account of temporary timing difference along with their movement as
at June 30, 2009 are:
Rs./Crores
As at Movement As at
30.06.08 during the year 30.06.09
Assets
Allowances for doubtful debts/Advances/Other Current Assets 0.58 7.53 8.11
Expense accruals (Bonus, Gratuity, Leave Encashment and 10.44 1.74 12.18
Provision for warranty)
Other timing differences - 0.01 0.01
Depreciation 2.12 (1.42) 0.70
Income Tax Loss - 1.48 1.48
Total (A) 13.14 9.34 22.48
Liabilities
Lease rental recoverable 9.80 (5.15) 4.65
Cenvat balances with excise authorities - (0.16) (0.16)
Taxes deposited under protest for excise duty, custom duty and sales tax - 2.89 2.89
Other timing differences 10.06 (0.60) 9.46
Total (B) 19.86 (3.02) 16.84
Net Deferred Tax Assets/(Liability) (A)-(B) (6.72) 12.35 5.63
Previous Year (12.48) 5.76 (6.72)
c) Fringe Benefit Tax:
The Finance (No. 2) Act, 2009, which was introduced in the parliament on July 6, 2009 has received assent of
President of India on August 19, 2009, has abolished Fringe Benefit Tax with effect from April 1, 2009. Consequently,
no Fringe Benefit Tax has been provided for the period April 1, 2009 to June 30, 2009.
6. 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 over a period of 42 and 60 months respectively from the date of grant and are to be
exercised within 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”).



Details of Grants made under Employee Stock Option Scheme 2000.

Date Exercise price Options Options Options Options Options Options Options
of grant of the option outstanding granted forfeited exercised expired outstanding exercisable
Shares of beginning the year the year the year the year of the of the
10/Aug/00 289.00 18025 - - 12195 5830 - -
(35195) (-) (-) (10460) (6710) (18025) (18025)
28/Jan/04 538.15 225619 - - 280 11176 214163 214163
(560758) (-) (1864) (310058) (23217) (225619) (225619)
25/Aug/04 603.95 59072 - - - 8139 50933 50933
(89619) (-) (4736) (19775) (6036) (59072) (59072)
18/Jan/05 809.85 185309 - - - 13227 172082 172082
(225350) (-) (6912) (23897) (9232) (185309) (97457)
15/Feb/05 809.30 1600 - - - - 1600 1600
(3500) (-) (-) (1900) (-) (1600) (-)
15/Mar/05 834.40 30170 - - - 4098 26072 26072
(44488) (-) (5004) (3794) (5520) (30170) (18224)
15/Apr/05 789.85 5784 - - - - 5784 5784
(13848) (-) (3072) (960) (4032) (5784) (3470)
14/May/05 770.15 8270 - - - - 8270 8270
(9240) (-) (-) (970) (-) (8270) (4574)
15/Jun/05 756.15 2435 - - - 1760 675 675
(11840) (-) (1280) (3565) (4560) (2435) (35)
15/Jul/05 978.75 11978 - - - 1536 10442 10442
(18384) (-) (2784) (1318) (2304) (11978) (7754)
13/Aug/05 1144.00 24990 - 2560 - 4800 17630 17630
(25630) (-) (640) (-) (-) (24990) (15378)
15/Sep/05 1271.25 13620 - 1792 - 2688 9140 9140
(13620) (-) (-) (-) (-) (13620) (8172)
15/Mar/07 648.75 144300 - 2100 - 900 141300 82100
(158000) (-) (7000) (6700) (-) (144300) (38600)
23/Jan/08 898.25 88200 - 13598 - 1777 72825 22316
(-) (105000) (16800) (-) (-) (88200) (-)
TOTAL 819372 - 20050 12475 55931 730916 621207
(1209472) (105000) (50092) (383397) (61611) (819372) (496380)
Details of Grants made under Employee Stock Based Compensation Plan 2005.

13/Aug/05 1144.00 2207129 - 107644 - 117360 1982125 1197061
(2430660) (-) (139190) (9074) (75267) (2207129) (891173)
19/Oct/05 1157.50 60950 - 7420 - 6750 46780 28368
(67340) (-) (4090) () (2300) (60950) (24588)
15/Nov/05 1267.75 21200 - 2310 - 1940 16950 10170
(22928) (-) (1400) (-) (328) (21200) (8720)
15/Dec/05 1348.25 21100 - 3480 - 2970 14650 8790
(25260) (-) (2130) (-) (2030) (21100) (8470)
14/Jan/06 1300.00 24550 - 3540 - 3200 17810 10866
(31754) (-) (5160) () (2044) (24550) (10060)
15/Feb/06 1308.00 5874 - 360 - 464 5050 3030
(7374) (-) (1200) (-) (300) (5874) (2388)
16/Mar/06 1031.00 37740 - 8664 - 5976 23100 14740
(39940) (-) (1760) (-) (440) (37740) (15216)



17/Apr/06 868.75 10820 - 2160 - 1760 6900 4140
(15400) (-) (3200) (-) (1380) (10820) (4520)
15/May/06 842.50 19330 - 1830 - 1800 15700 9420
(30150) (-) (8830) (-) (1990) (19330) (8080)
15/Jun/06 620.50 24480 - 4270 - 2260 17950 10710
(31510) (-) (5256) (430) (1344) (24480) (9630)
17/Jul/06 673.75 27470 - 3480 - 2200 21790 8812
(36380) (-) (7160) (80) (1670) (27470) (5526)
15/Mar/07 648.75 402820 - 10640 - 4220 387960 155220
(431100) (-) (21860) (6420) (-) (402820) (77700)
23/Jan/08 898.25 256050 - 44280 - 780 210990 42630
(-) (293475) (37425) (-) (-) (256050) (-)
TOTAL 3119513 - 200078 - 151680 2767755 1503957
(3169796) (293475) (238661) (16004) (89093) (3119513) (1066071)
Note: Previous year's figures are given in brackets.
Assumptions
The fair value of each stock option granted under Employee Stock Option Scheme 2000 and Employee Stock Based
Compensation Plan 2005, as on the date of grant has been computed using Black- Scholes Option Pricing Formula and the
model inputs are given as under:
Employee Stock Employee Stock Based
Option Plan 2000 Compensation Plan 2005
Volatility 45% to 68% 47% to 62%
Risk free rate 4.57% to 7.99% 6.49% to 7.98%
Exercise Price Rs. 538.15 to Rs. 1271.25 Rs. 620.50 to Rs. 1348.25
Time to Maturity (years) 2.20 to 5.50 2.50 to 7.00
Dividend Yield 9% to 28% 10% to 28%
Life of options 8.5 Years 10 Years
Fair Value of options as at the grant date Rs. 35.10 to Rs. 203.14 Rs. 24.75 to Rs. 262.97

Notes:
2. Risk Free Rate: Being the interest rate applicable for maturity equal to the expected life of options based on yield curve
for Government Securities.
The impact on the profit of the Company for the year ended June 30, 2009 and the basic and diluted earnings per share had
the Company followed the fair value method of accounting for stock options is set out below:
Proforma disclosures

2009 2008
Profit/(Loss) after tax as per Profit and Loss Account (a) 239.95 300.15
Add: Employee Stock Compensation Expense as per Intrinsic Value Method - -
Less: Employee Stock Compensation Expense as per Fair Value Method 4.78 8.26
Profit/(Loss) after tax recomputed for recognition of employee stock compensation 235.17 291.89
expense under fair value method (b)*
Earning Per Share based on earnings as per (a) above:
(Refer note 9)
- Basic Rs. 14.02 Rs. 17.61
- Diluted Rs. 14.02 Rs. 17.38
Earning Per Share had fair value method been employed for accounting
of employee stock options:
- Basic Rs. 13.74 Rs. 17.12
- Diluted Rs. 13.74 Rs. 16.90
* Excludes impact on tax expense of employee stock compensation expense.



7. Leases :
a) Finance Leases:
(i) The Company has given on finance lease certain Assets/Inventories which comprise of computers 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.
(ii) The gross investment in the assets given on finance leases as at June 30, 2009 and its present value as at that
date are as follows [Refer Note 4(c)]:
Rs./Crores
Total minimum Interest included in Present value of
lease payments minimum lease minimum lease
receivable payments payments
receivable receivable
Not later than one year 16.91 2.57 14.34
(24.28) (3.80) (20.48)
Later than one year and not later than five years 6.90 1.15 5.75
(17.05) (1.90) (15.15)
Total 23.81 3.72 20.09
(41.33) (5.70) (35.63)
b) Operating Leases:
(i) Cancelable Operating Leases
(a) The Group has taken various residential /commercial premises under cancelable operating leases. These
leases are normally renewable on expiry.
(b) The rental expense in respect of operating leases is Rs. 26.62 Crores (2008-Rs. 19.50 Crores)
(c) The gross carrying amount, accumulated depreciation and depreciation expense in respect of building and
office automation products i.e. photocopying machines given on operating lease are as below:
2009 2008
Accumulated Depreciation 5.21 3.37
Net Block 10.07 10.06
Depreciation Expense 1.84 1.42
(ii) Non-cancelable Operating Leases
As Lessee:
a) The Group has taken computer systems, furniture and fixture, routers and networking equipments on non-
cancelable operating leases the future minimum lease payments in respect of which are:
2009 2008
Later than one year and not later than five years 5.84 6.82
Total 9.68 10.54

(b) Minimum Lease Payments in respect of assets taken on lease recognised as an expense in the Profit and
Loss Account for the year ended June 30, 2009 are Rs. 4.37 Crores (2008 - Rs. 2.35 Crores).
As Lessor:
The company has given photocopying machines on non-cancelable operating leases the future minimum lease
receipts in respect of which are:
2009 2008
Later than one year and not later than five years - -
Total 0.00 0.01

8. Unaccrued forward exchange cover as on June 30, 2009 of Rs. 2.91 Crores (2008 - Rs. 1.81 Crores) has been
included under amounts recoverable in cash or in kind or for value to be received.



9. Earnings per share (EPS)
The earnings considered in ascertaining the Group’s earnings per share comprise net profit for the year after tax. Basic
earnings per share is computed and disclosed using the weighted average number of equity shares outstanding during
the year. Diluted earnings per share 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.
Calculation of EPS:

Particulars 2009 2008
Profit after tax (Rs./Crores) 239.95 300.15
Weighted average number of shares considered 171,180,498 170,454,520
as outstanding in computation of Basic EPS
Add dilutive impact of stock options:
- Exercised 11,554 264,066
- Lapsed 4,521 110,209
- Issued for no consideration - 1,900,787
Weighted average number of shares outstanding 171,196,573 172,729,582
in computation of Diluted EPS
Basic EPS (of Rs. 2/- each) Rs. 14.02 Rs. 17.61
Diluted EPS (of Rs. 2/- each) Rs. 14.02 Rs. 17.38

10. Segment Reporting
The Group recognises the following segments as its primary segments.
a) The operations of Product and Related Services consists of sale of Computer Hardware and system integration
products and providing a comprehensive range of IT services, including system maintenance and facility management
in different industries.
b) The businesses of Telecom products, Office Automation and services consist of sale of telecommunication products,
Office equipment products, security and surveillance products and related services.
c) Internet and Related Services include Internet related products and services consisting of Internet Access services,
Virtual Private Network, other connectivity services and sale of related hardware.
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 Group’s revenues, results and assets relate to the domestic market.

Consolidated Segment wise performance for the year ended June 30, 2009 Rs. Crores

Primary Segments Products & Internet & Inter-segment Total
Related Services Related Elimination
Services
Computer Telecommuni-
Systems & Other cation & Office
Related Products Automation
and services
(i) Revenue
External Revenue 3485.40 8849.39 43.70 12378.49
(3363.45) (9000.32) (38.85) (12402.62)
Intersegment Revenue 54.62 25.10 2.36 -82.08
(25.47) (19.99) (1.75) (-47.21)
Total Gross Revenue 3540.02 8874.49 46.06 -82.08 12378.49
(3388.92) (9020.31) (40.60) (-47.21) (12402.62)
Less: Excise Duty 126.08 - - 126.08
(157.84) (0.16) - (158.00)
Total Net Revenue 3413.94 8874.49 46.06 -82.08 12252.41
(3231.08) (9020.15) (40.60) (-47.21) (12244.62)



Rs. Crores
Primary Segments Products & Internet & Inter-segment Total
Related Services Related Elimination
Services
Computer Telecommuni-
Systems & Other cation & Office
Related Products Automation
and services

(ii) Results 177.27 246.20 -17.81 405.66
(199.52) (285.44) (-4.10) (480.86)
Less: Unallocable Expenditure 25.11
(30.54)
Operating Profit 380.55
(450.32)
Add: Other Income (Excluding Operational Income) 15.42
(27.41)
Less: Finance Charges 44.66
(47.60)
Profit Before Tax 351.31
(430.13)
Less: Tax Expense
- Current Tax 122.17
(131.50)
- Deferred Tax -12.36
(-5.63)
- Fringe Benefit Tax 1.55
(4.11)
Profit After Tax 239.95
(300.15)
(iii) Segment Assets 2109.32 863.85 37.59 3010.76
(1794.42) (975.93) (19.50) (2789.85)
Unallocated Corporate Assets
a) Liquid Assets 268.54
(216.40)
b) Others (including investment in assets given on finance lease) 77.54
(83.69)
c) Deferred Tax Assets 5.64
(-)
Total Assets 3362.48
(3089.94)
(iv) Segment Liabilities 1233.72 676.40 46.36 1956.48
(841.04) (798.13) (21.76) (1660.93)
Unallocated Corporate Liabilities
a) Current Liabilities 57.25
(51.58)
b) Deferred Tax Liabilities -
(6.72)
c) Loan Funds 226.85
(354.52)
Total Liabilities 2240.58
(2073.75)
(v) Capital Expenditure 13.53 4.91 12.56 31.00
(44.10) (5.44) (1.63) (51.17)
(vi) Depreciation 12.31 4.13 4.09 20.53
(11.63) (4.18) (2.26) (18.07)
(vii) Other Non Cash Expenses 45.45 16.82 0.93 63.20
(21.09) (7.02) (1.12) (29.23)
Note : Previous year’s figures are given in brackets.



11 Disclosure of related parties and related party transactions.
a) Company having substantial interest:
HCL Corporation Limited, due to substantial interest in the voting power
b) 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
HCL Peripherals Limited
HCL BPO Services (NI) Limited
HCL EAI Services Limited
NEC HCL System Technologies Limited
HCL America Inc
Others (where significant influence exists):
SSN College of Engineering
Shri Sivasubramaniya Nadar Educational and Charitable Trust.
Note: Parties with whom transactions are more than 10% of the total value have been disclosed separately.
Key Management Personnel
Mr. Ajai Chowdhry
Mr. J.V. Ramamurthy
Mr. Sandeep Kanwar
Mr. C.S. Dwivedi
Mr. George Paul
Mr. Hari Baskaran
Mr. Rajeev Asija
Mr. Rajendra Kumar
Mr. Rakesh Mehta1
Mr. S.R. Bisht
Mr. Suman Ghose Hazra
Mr. Sushil Kumar Jain
Mr. Vivek Punekar
1
Resigned w.e.f June 30, 2008
c) Summary of Related Party disclosures
Note: All transactions with related parties have been entered into in the normal course of business.

(Rs./Crores)

A. Transactions Company having Others Key Management Total
Substantial interest Personnel
June-09 June-08 June-09 June-08 June-09 June-08 June-09 June-08

Sales & Related Income 2.27 2.22 85.11 68.70 0.02 0.01 87.40 70.93
- HCL Technologies Ltd. 79.98 57.37
Services 0.40 0.00 38.28 11.42 38.68 11.42
Other Income 1.23 1.31 1.23 1.31
Purchase of Goods - 0.33 - 0.33
- HCL Technologies Ltd. - 0.33
Purchase of Services 8.54 5.84 8.54 5.84
- HCL Comnet Ltd. 0.53 0.25
Purchase of Investment 0.25 - 0.25 -
Donations Given - 0.48 - 0.48



(Rs./Crores)

A. Transactions Company having Others Key Management Total
Substantial interest Personnel
June-09 June-08 June-09 June-08 June-09 June-08 June-09 June-08
- Shri Sivasubramaniya Nadar Educational & Charitable Trust - 0.48
Assets Purchased 0.21 0.66 0.21 0.66
Remuneration 9.27 9.03 9.27 9.03
- Mr. Ajai Chowdhry 3.25 3.25
- Mr. Rajeev Asija 1.00 1.00
- Mr. J.V. Ramamurthy 1.06 0.99
- Mr.Sandeep Kanwar 0.93 0.86
Reimbursements towards expenditure
a) Received 0.60 0.05 0.39 0.11 0.99 0.16
- HCL Comnet Ltd. 0.01 0.02
b) Made 0.06 0.05 0.81 0.04 0.87 0.09

B. Amount due to/from related parties
Accounts Receivables 0.89 1.81 40.50 21.33 41.39 23.14
Loans & Advances & Other Recoverables 0.47 0.46 0.47 0.46
Creditors 2.32 1.06 2.32 1.06
Other Payables 0.03 0.01 0.59 0.90 0.62 0.91

12. The Group has calculated the various benefits provided to employees as under:
(a) Defined Contribution Plans
(i) Provident Fund
(ii) Superannuation Fund
During the year the Group has recognised the following amounts in the Profit and Loss account:
2009 2008
Employers Contribution to Provident Fund* 4.05 3.34
Employers Contribution to Superannuation Fund* 1.17 1.03
(b) State Plans
(i) Employee State Insurance
(ii) Employee’s Pension Scheme 1995
During the year the Group has recognised the following amounts in the Profit and Loss account:
2009 2008
Employers contribution to Employee State Insurance* 2.52 2.03
Employers contribution to Employee’s Pension Scheme 1995* 4.58 3.76
* Included in Contribution to Provident Fund and Other Funds under
Personnel Cost (Refer Schedule-16)
(c) Defined Benefit
(i) Gratuity
(ii) Leave Encashment/Compensated Absence
In accordance with Accounting Standard 15 (revised 2005), an actuarial valuation was carried out in respect of the
aforesaid defined benefit plans based on the following assumptions.



Employees Leave Encashment/
Gratuity Fund Compensated Absence
2009 2008 2009 2008
Discount Rate (per annum) 7.00% 7.00%-8.00% 7.00% 7.00%-8.00%
Rate of increase in compensation levels 7.00% 6.50%-7.00% 7.00% 6.50%-7.00%
Rate of return on plan assets Not Not Not Not
Applicable Applicable Applicable Applicable
Expected Average remaining working lives 25.47-25.90 25.70-25.92 25.47-25.90 25.70-25.92
of employees (years)
The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion
and other relevant factors such as supply and demand in the employment market.
Rs./Crores
2009 2008
Gratuity Leave Gratuity Leave
Encashment Encashment
Reconciliation of opening and closing balances of the
present value of the defined benefit obligation:
Present value of obligation at the beginning of the year 12.36 8.07 10.93 6.96
Interest cost 0.86 0.55 0.84 0.48
Benefits (paid) (0.68) (0.30) (0.70) (1.19)
Present value of obligation at the end of the year 15.34 9.67 12.36 8.07
Reconciliation of the present value of the defined benefit
obligation and the fair value of the plan assets:
Present value of the obligation as at the end of the year 15.34 9.67 12.36 8.07
Fair value of plan assets at the end of the year - - - -
Assets/(Liabilities) recognised in the Balance Sheet (15.34) (9.67) (12.36) (8.07)
Cost recognised for the period (included under Salaries,
Wages, Allowances, Bonus and Gratuity)
Interest cost 0.86 0.55 0.84 0.48
Net cost recognised for the year* 3.66 1.90 2.13 2.30
* Included in Salaries, Wages, Allowances, Bonus and Gratuity under Personnel Cost (Refer Schedule - 16)
13. Pursuant to the approval given by the Board of Directors, the “Committee of Directors (Securities)” at the meeting held
on August 14, 2009 approved -
a) Issuance of Convertible Warrants not exceeding Rs. 322 crores, including premium 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. 500 crores, including premium.
c) An Extra-ordinary General Meeting is scheduled to be held on September 23, 2009 for taking the shareholders
approval for the same.
14. During the year, the Company has incorporated HCL Infocom Limited as a wholly owned subsidiary. HCL Infocom
Limited holds 49% of the equity share capital of Scout Mobile Internet Services Limited, a Joint Venture with Nokia
Corporation, Finland.
15. The Scheme of Amalgamation (“Scheme”) for merging the wholly owned subsidiary Natural Technologies Private
Limited (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 amalgamation of erstwhile Natural Technologies Private Limited (NTPL) has been accounted for under the ‘pooling
of interest method’ in the manner specified in the Scheme and comply with the Accounting Standard notified under
section 211(3C) of the Companies Act, 1956.
The amalgamation of Natural Technologies Private Limited (NTPL) with the Company has no impact on the consolidated
financial statements.



Pursuant to scheme of Amalgamation referred above, Goodwill created on acquisition of Natural Technologies Private
Limited during the year ended June 30, 2008 has been adjusted against revaluation reserve and profit and loss account
and amount of Rs. 0.45 Crores has been restated in securities premium account.
16. i) An amount of Rs. 0.23 Crores (2008- Rs. 0.05 Crores), being profit on sale of fixed assets has been adjusted
against the loss on sale of fixed assets.
ii) 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.
iii) Advertisement, Publicity & Entertainment expenses, wherever on sharing basis, are shown at amounts borne by the
company.
17. Pursuant to notification u/s 211(3C) of the Companies Act, 1956 issued by the Ministry of Corporate Affairs on March
31, 2009, the Company has 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, the profit before tax for the year ended June 30, 2009 is lower by Rs. 0.12 Crores on account of above
mentioned exchange difference, which will be amortised in future period(s) but not beyond March 31, 2011.
18. Derivative Instruments outstanding at the Balance Sheet date:
The Company has the following outstanding forward contracts to buy foreign currency as at June 30, 2009:

Currency Foreign Currency Value/Crores Average Rate Maximum Maturity Period
2009 2008 2009 2008 2009 2008
USD $9.57 $8.19 49.61 41.72 5 Months 5 Months
SEK - Kr 0.48 - 7.06 - 3 Months
JPY ¥2.66 ¥15.12 50.31* 40.20* 1 Month 3 Months
*Average rate of JPY/INR is for 100 Yen.
The above forward contracts have been undertaken to hedge the foreign currency exposures on Import/Royalty payables
as at June 30, 2009.
As on June 30, 2009, the foreign currency exposure that is not hedged by a derivative instrument or otherwise is
Rs. 188.88 Crores (2008 - Rs. 165.86 Crores).
19. The results of Scout Mobile Internet Services Limited, a Joint Venture with Nokia Corporation, Finland has been taken
on the basis of unaudited financial statements for the financial year ended June 30, 2009. It is unlikely that the
audited results would be materially different from unaudited results.
20. Previous year’s figures have been regrouped/recasted, where necessary, to conform to current year’s presentation.



FINANCIAL SUMMARY OF SUBSIDIARIES AS AT JUNE 30, 2009

HCL Infinet Limited

Particulars Amount in Rs. #
Share Capital 270181000
Reserves 16909056
Total Assets 287090056
Total Liabilities 287090056
Investments -
Turnover 594671380
(Loss) before taxation (185436855)
Provision for taxation (Current/FBT) 1140837
(Loss) after taxation (186577692)
Proposed Dividend -
#. The figures are for 15 months period

HCL Security Limited

Particulars Amount in Rs.
Reserves -
Investments -
Turnover 71753928
Provision for taxation (Current/FBT) (15468145)
Proposed Dividend -

HCL Infocom Limited

Particulars Amount in Rs.
Reserves -
Investments -
Turnover -
Provision for taxation (Current/FBT) -
Proposed Dividend -


NOTICE
Regd. Office: 806, Siddharth, 96, Nehru Place, New Delhi-110 019.
NOTICE is hereby given that the Twenty Third Annual General Meeting of the Company will be held on Friday, the 23rd day
of October, 2009 at FICCI Auditorium, 1, Tansen Marg, New Delhi-110 001 at 10.00 A.M. to transact the following
business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the audited Balance Sheet of the Company as at 30th June, 2009, the Profit and Loss
Account for the financial year ended on that date and the Reports of the Directors and Auditors thereon.
2. To declare Dividend.
3. To appoint a Director in place of Mr. Ajai Chowdhry who retires by rotation and being eligible, offers himself for re-
appointment.
4. To appoint a Director in place of Mr. S. Bhattacharya who retires by rotation and being eligible, offers himself for re-
appointment.
5. To appoint a Director in place of Ms. Anita Ramachandran who retires by rotation and being eligible, offers herself for re-
appointment.
6. To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General
Meeting and to fix their remuneration. M/s. Price Waterhouse, Chartered Accountants, the retiring Auditors, being
eligible, offer themselves for re-appointment.
SPECIAL BUSINESS:
7. To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:
“RESOLVED that pursuant to Sections 198, 309, 310, Schedule XIII and other applicable provisions, if any, of the
Companies Act, 1956, approval of the Company be and is hereby accorded for payment of enhanced remuneration to
Mr. Ajai Chowdhry, Chairman and Chief Executive Officer, w.e.f. 1st July, 2009 as recommended by the Employees
Compensation and Employees Satisfaction Committee and as set out in the explanatory statement attached to the
notice of this Annual General Meeting.”
“RESOLVED that pursuant to Sections 198, 309, 310, Schedule XIII and other applicable provisions, if any, of the
Companies Act, 1956, approval of the Company be and is hereby accorded for payment of the enhanced remuneration
to Mr. J. V. Ramamurthy, Whole-time Director and Chief Operating Officer, w.e.f. 1st July, 2009 as recommended by the
Employees Compensation and Employees Satisfaction Committee and as set out in the explanatory statement attached
to the notice of this Annual General Meeting.”
“RESOLVED that Mr. Nikhil Sinha, who was appointed as an additional Director, in terms of Section 260 of the
Companies Act, 1956 read with Article 92 of the Articles of Association of the Company to hold office till the conclusion
of this Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing
from a member under section 257 of the said Act proposing his appointment, be and is hereby appointed as Director of
the Company with office term subject to retirement by rotation.”

By Order of the Board
for HCL Infosystems Ltd.

Sd/-
New Delhi Sushil Kumar Jain
September 8, 2009 Company Secretary

1

Notes :
1. The explanatory statement, pursuant to Section 173(2) of the Companies Act, 1956 in respect of the business under
items 7, 8 & 9 is attached hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. A BLANK PROXY FORM IS ENCLOSED
FOR THE USE BY MEMBERS, IF REQUIRED, WHICH MUST BE SUBMITTED WITH THE COMPANY’S REGISTERED
OFFICE AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
3. The Registers of Members and the Share Transfer Books of the Company shall remain closed from Tuesday, the 3rd day
of November 2009 to Wednesday, the 4th day of November, 2009 (both days inclusive) for the purpose of payment of
dividend.
4. The dividend when declared will be paid to the Members whose names appear in the Register of Members on Friday, the
30th day of October, 2009 and the beneficial owners as on Friday, the 30th day of October, 2009 as furnished by NSDL/
CDSL.
5. All correspondence with regard to share transfers/dividends and matters related therewith may directly be addressed to
the Company’s Share Registrar and Transfer Agents (RTA) at the address given below:
M/s. Alankit Assignments Ltd.
Alankit House,
2E/21, Jhandewalan Extension,
New Delhi – 110 055
Phone : 011-23541234
Fax : 011-42541967
Email : rta@alankit.com
Website : www.alankit.com
6. The Members are requested to lodge/notify the transfer deeds, communication for change of address, Bank details,
ECS details, wherever applicable, mandates (if any) with the Company’s RTA for shares held in physical mode.
The Members holding shares in electronic form are requested to lodge the above details to their depository participants
and not to the Company or RTA of the Company as the Company is obliged to use only the data provided by the
Depositories while making payment of dividend.
7. In order to enable the Company to include the contact details of the shareholders in the shareholders database maintained
by the Company, the Members are requested to provide their phone number and e-mail address along with their Folio
No./DP ID and Client ID No. This will facilitate quick communication by the Company/RTA to its shareholders. The
details may be addressed to the Company at its Corporate Office at E-4,5,6, Sector XI, Noida (U.P) or by mailing it to
cosec@hcl.in.
This can also be sent by SMS. For sending SMS, please type SHDB, Client ID-DP ID, eMail ID and send it to
+919911115555 eg. SHDB,IN300513-15289788,rajeevgupta@yahoo.com in case the shares are held in electronic
form. For shares held in physical form, please type SHDB,Folio No.,eMail ID and send it to +919911115555 eg.
SHDB,R000551,rajeevgupta@yahoo.com.
8. Members/Proxy holders are requested to produce at the entrance of the auditorium the enclosed admission slip duly
completed and signed.
9. The certificate from the Auditors of the Company certifying that the Employees Stock Option Schemes of the Company
are being implemented in accordance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 and in accordance with the resolution passed by members shall be placed at the AGM.
10. Pursuant to the provisions of Section 205A of the Companies Act, 1956, dividend declared for the financial year 2001-
2002, which remains unpaid and unclaimed for a period of seven years will be due for transfer to the Investor Education
and Protection Fund (Fund) of the Central Government on January 24, 2010. Shareholders who have not encashed the
dividend warrant(s) are requested to return the unpaid dividend warrant(s) for revalidation or write to the Company at
the above address to obtain duplicate dividend warrant immediately. Please note that after such transfer no claims shall
lie against the Fund or the Company in respect of individual amounts and no payment shall be made in respect of any
such claims.

2

11. Information under the Listing Agreement of the Directors proposed to be appointed/re-appointed:
(i) Directors seeking appointment/re-appointment in Annual General Meeting scheduled to be held on October 23, 2009
(Pursuant to Clause 49 (IV)(E) and 49 (IV)(G)(i) of the Listing Agreement)

Name of Director Mr. NIKHIL SINHA Mr. AJAI Mr. S. Ms. ANITA
CHOWDHRY BHATTACHARYA RAMACHANDRAN

Date of Birth August 3, 1960 August 29, 1950 October 12, 1940 April 28, 1955

Age (years) 49 59 69 54

Date of Appointment July 29, 2009 April 01, 1989 April 22, 1994 August 28, 1998

Qualifications B.A.(Hons), M.A., Graduate in Chartered Management
Ph.D Electronics and Accountant Graduate from
Telecommunication Jamnalal Bajaj
Institute

Expertise in specific - A leading - Over 37 years - Vast experience in - 23 years of
functional area international expert experience in area of Finance and experience in HR
on information and computer industry Accounts Consultancy
communication in India and
technology abroad. Associated
industries with the Company
since its inception.
A key force in
driving the growth
of the Company

Directorships held in - HCL Technologies - HCL Corporation - Connexus
other Companies as EMR Technology Limited Limited Consultants Private
on date Ventures Private - Appollo Trading & - NIIT Limited Limited
Limited Finance Private - HCL Peripherals - Geometric Limited
Limited Limited - Force Motors
- HCL Infinet Limited - HCL Technologies Limited
- HCL Security Limited - Godrej & Boyce
Limited - NIIT Technologies Mfg. Co. Limited
- HCL Infocom Limited - UTI AMC Limited
Limited - HCL Infinet Limited - UTI Venture Funds
- Junior Achievement Mgmt. Co. Private
India Services Limited
- BFL Investments & - Swaadhar FinServe
Financial Private Limited
Consultants Private - Cerebrus
Limited Consultants Private
Limited

3

Name of Director Mr. NIKHIL SINHA Mr. AJAI Mr. S. Ms. ANITA
CHOWDHRY BHATTACHARYA RAMACHANDRAN

Membership/ Accounts & Audit Accounts & Audit
Chairmanship in NIL Accounts & Audit Committee Committee
Committees of other Committee - HCL Technologies - Geometric Limited
companies as on - HCL Infinet Limited Limited HR Committee
date Shareholders - NIIT Technologies - UTI AMC Limited*
Committee Limited* Shareholders
- HCL Technologies - NIIT Limited* Grievance Committee
Limited - HCL Corporation - UTI AMC Limited*
Limited* Compensation/
- HCL Infinet Remuneration
Limited* Committee
Shareholders - Geometric Limited
Committee
- HCL Technologies
Limited
Employees Stock
Option Allotment
Committee
- HCL Technologies
Limited
Compensation/
Remuneration
Committee
- NIIT Technologies
Limited
- NIIT Limited
Share Allotment
Committee
- NIIT Limited
Debenture Allotment
Committee
- NIIT Limited
Asset Liability
Management
Committee
- HCL Corporation
Limited

Number of shares NIL 198490 NIL NIL
held in the Company
as on date

* Chairman of the Committee

4

12. The Company has obtained permission from the Ministry of Corporate Affairs, Government of India, vide its letter
number 47/104/2009-CL-III dated April 13, 2009 for not annexing the accounts of the wholly owned subsidiaries,
namely, HCL Infinet Limited, HCL Security Limited, Natural Technologies Private Limited and HCL Infocom Limited.
The accounts of the subsidiaries are available at the Registered Office of the Company for inspection on any working
day to the shareholders of the Company requiring such information.
The Company has obtained permission from the Ministry of Corporate Affairs, Government of India, vide their letter No:
46/4/2009-CL-III dated May 21, 2009 for not disclosing the quantitative details in compliance of para 3(ii) (d) of Part-
II, Schedule-VI to the Companies Act, 1956 for the year ended 30th June, 2009 subject to such terms and conditions
as mentioned in the aforesaid permission letter.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956
Item No. 7
At the Twenty Second Annual General Meeting held on October 24, 2008, the shareholders of the Company had accorded
their consent for re-appointment of Mr. Ajai Chowdhry as Whole-time Director of the Company for a period of five years
effective from April 1, 2009.
Mr. Chowdhry, aged 59 years, is a graduate in Electronics and Telecommunication with over 37 years experience in computer
industry in India and abroad.
It is proposed to enhance the remuneration of Mr. Chowdhry for the period from July 1, 2009 to June 30, 2010 as under:
Basic Salary: from Rs. 4,50,000/- per month to Rs. 5,00,000/- per month (with increase of Rs. 50,000/- per month on
yearly basis)
Consolidated Allowance: Rs. 20,000/- per month
City Compensatory Allowance: @ 12% of Basic Salary
Performance Linked Bonus: Annually payable as approved by the Board of Directors/Board Committee.
Perquisites:
Part A:
Company Leased Accommodation / House Rent Allowance, Electricity, Gas, Water and Hard and Soft Furnishings, Medical
Reimbursement, Leave Travel Assistance, Club Fee, Medical Insurance, House Repairs / Distemper Expenses, Security
Guards and Domestic help at residence : As per the scheme of the Company applicable to the Whole-time Directors.
Part B:
Contribution to Provident Fund, Superannuation Fund and Annuity Fund:
As per the rules of the Company, which shall be limited to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961.
Gratuity: Which shall be limited to half a month’s salary for each completed year of service, as per the scheme of the
Company.
Part C:
Use of own or Company’s car with driver and reimbursement of related expenses on running, maintenance, etc., and
telephone at the residence.
Provided further that the aggregate of the aforesaid salary, perquisites and other benefits, as per the scheme of the Company
applicable to the Whole-time Directors, shall not exceed five percent of Company’s net profit for the Whole-time Director
and the aggregate of remuneration to all Whole-time Directors shall not exceed ten percent of the Company’s net profits as
provided under the provisions of section 198, 309, Schedule XIII and other applicable provisions, if any of the Companies
Act, 1956.
Minimum Remuneration
The remuneration as set out above may be paid as the minimum remuneration to Mr. Ajai Chowdhry, Chairman and Chief
Executive Officer, in the absence or inadequacy of profits in any financial year, provided that the total remuneration by way
of salary, perquisites and any other allowance shall not exceed the ceiling of Rs. 24,00,000/- per annum or Rs. 2,00,000/
- per month and the perquisites provided in Section II of Part II of Schedule XIII of the said Act or such other amount and
perquisites as may be provided in the said Schedule XIII as may be amended from time to time or an equivalent statutory
re-enactment thereof.

5

The payment of enhanced remuneration to Mr. Ajai Chowdhry is subject to the approval of the Shareholders.
The Directors recommend the resolution set out at item No. 7 for your approval.
Except Mr. Chowdhry, none of the Directors of the Company are interested in this resolution.
Item No. 8
At the Twenty Second Annual General Meeting held on October 24, 2008, the shareholders had approved the remuneration
to Mr. J. V. Ramamurthy for the year July 1, 2008 to June 30, 2009.
Mr. J.V. Ramamurthy, aged 56 years is an Engineer from Madras University and a post graduate in Applied Electronics from
Madras Institute of Technology, Madras. He has over 30 years experience and a long association with electronic industry.
It is proposed to enhance the remuneration of Mr. Ramamurthy for the period from July 1, 2009 to June 30, 2010 as under:
Basic Salary: from Rs. 1,70,000/- per month to Rs. 2,25,000/- per month
Consolidated Allowance: from Rs. 46,000/- per month to Rs. 60,000/- per month
City Compensatory Allowance: @ 12% of Basic Salary
Performance Linked Bonus: Annually payable as approved by the Board of Directors/Board Committee.
Perquisites:
Part A:
Company Leased Accommodation / House Rent Allowance, Electricity, Gas, Water and Hard and Soft Furnishings, Medical
Reimbursement, Leave Travel Assistance, Club Fee, Medical Insurance, House Repairs / Distemper Expenses, Security
Guards and Domestic help at residence : As per the scheme of the Company applicable to the Whole-time Directors.
Part B:
Contribution to Provident Fund, Superannuation Fund and Annuity Fund:
As per the rules of the Company, which shall be limited to the extent these either singly or put together are not taxable under
the Income Tax Act, 1961.
Gratuity: Which shall be limited to half a month’s salary for each completed year of service, as per the scheme of the
Company.
Part C:
Use of own or Company’s car with driver and reimbursement of related expenses on running, maintenance, etc., and
telephone at the residence.
The limit of remuneration being paid to Mr. J.V. Ramamurthy for reimbursement of electricity, gas, water, soft furnishing,
LTA, club fee, house repairs/distemper expenses, expenses on running and maintenance of own or company’s car, driver
salary, security guard and domestic help at residence shall stand increased from existing Rs. 11,70,000/- per annum to Rs.
14,52,193/- per annum.
Provided that consequent upon the increase in the basic salary, the perquisites and other allowances related to basic salary
shall also stand revised. There shall be no change in other terms and conditions of appointment of Mr. J.V. Ramamurthy.
Provided further that the aggregate of the aforesaid salary, perquisites and other benefits, as per the scheme of the Company
applicable to the Whole-time Director, shall not exceed five percent of the Company’s net profit for the Whole-time Director
and the aggregate of remuneration to all Whole-time Directors shall not exceed ten percent of the Company’s net profits as
provided under the provisions of Section 198, 309, Schedule XIII, of the Companies Act and other applicable provisions, if
any.
Minimum Remuneration
The remuneration as set out above may be paid as the minimum remuneration to Mr. J.V. Ramamurthy, Whole-Time Director,
in the absence or inadequacy of profits in any financial year, provided that the total remuneration payable by way of salary,
perquisites and any other allowance shall not exceed the ceiling of Rs.24,00,000/- per annum or Rs.2,00,000/- per month
and the perquisites provided in Section II of part II of Schedule XIII of the said Act or such other amount and perquisite may
be provided in the said Schedule XIII as may be amended from time to time or an equivalent statutory re-enactment thereof.
The payment of enhanced remuneration to Mr. J.V. Ramamurthy is subject to the approval of the Shareholders.
The Directors recommend the resolution set out at item No. 8 for your approval.

6

Except Mr. Ramamurthy, none of the Directors of the Company are interested in this resolution.
Item No. 9
Mr. Nikhil Sinha was appointed as an Additional Director on the Board pursuant to the Board Resolution dated July 29,
2009 and holds office till the conclusion of this Annual General Meeting.
Due notice under Section 257 of the Companies Act, 1956 along with requisite deposit has been received from a member,
proposing the appointment of Mr. Nikhil Sinha as Director with office term subject to retirement by rotation.
Mr. Nikhil Sinha is B.A., M.A. and Ph.D. He is a leading international expert on Information and Communication Technology
industries, and has held important positions in many reputed bodies. He has published numerous articles and papers in
scholarly journals on international business and global communications.
His appointment as a Director shall be in the interest of the Company.
The Directors recommend the resolution as set out at Item No. 9 for approval.
Except Mr. Nikhil Sinha, none of the Directors of the Company are interested in this resolution.

By Order of the Board
for HCL Infosystems Ltd.

Sd/-
New Delhi Sushil Kumar Jain
September 8, 2009 Company Secretary

7

HCL INFOSYSTEMS LIMITED
Regd. Office : 806, Siddharth, 96, Nehru Place, New Delhi-110 019

ATTENDANCE SLIP
23rd Annual General Meeting - October 23, 2009

DP ID NO. __________________________ CLIENT ID NO. _______________________ FOLIO NO. ______________________
(Electronic Mode) (Electronic Mode) (Physical Mode)
(Please mention both DP ID & Client ID Nos.) (Please mention the Folio No.)

I certify that I am a registered Member/Proxy of the registered Member of the Company.

I hereby record my presence at the 23rd ANNUAL GENERAL MEETING of the Company held on Friday, October
23, 2009 at FICCI Auditorium, 1, Tansen Marg, New Delhi-110 001 at 10.00 A.M.

__________________________________________________ ________________________________
Member’s/Proxy’s name in BLOCK LETTERS Member’s/Proxy’s Signature

Note : Please fill in this attendance slip and hand over at the entrance of the Meeting Hall.

FOR THE KIND ATTENTION OF SHAREHOLDERS
NO GIFTS WOULD BE DISTRIBUTED AT THE AGM

—————————————————— — ————————————————————

HCL INFOSYSTEMS LIMITED
Regd. Office : 806, Siddharth, 96, Nehru Place, New Delhi-110 019

PROXY FORM
23rd Annual General Meeting - October 23, 2009

DP ID NO. __________________________ CLIENT ID NO. ______________________ FOLIO NO. _______________________
(Electronic Mode) (Electronic Mode) (Physical Mode)
(Please mention both DP ID & Client ID Nos.) (Please mention the Folio No.)

I/We ________________________________________________________________________of _________________________________________ being
a Member/Members of the above named Company, hereby appoint _________________________________________
of __________________________________________________________________________________________________________ or failing
him __________________________________________________________ of ____________________________________________
______________________________________________________________ as my/our proxy to vote for me/us on my/our
behalf at the 23rd ANNUAL GENERAL MEETING of the Company to be held on Friday, October 23, 2009 at FICCI
Auditorium, 1, Tansen Marg, New Delhi-110 001 at 10.00 A.M. and at any adjournment thereof.

Affix
Re. 1
Signed this _____________________ day of _____________________ 2009 Revenue
Stamp
Signature of Proxy _________________________ Signature of the Member ____________________________________

Note : The proxy form in order to be effective must be duly stamped, completed and signed and must be
deposited at the Registered Office of the Company not less than 48 hours before the meeting.

NO GIFTS WOULD BE DISTRIBUTED AT THE AGM

Hcl info annual report

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