Annual Report 2011-2012 - HCL Infosystems

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task force set up by the Ministry of IT & Communications, Government of India amongst many other leading positions in several government committees on IT, Electronics and Hardware. In recognition of his contribution to the Indian IT industry he received many recognitions and awards. In 2011, the honourable President of India conferred upon him the prestigious Padma Bhushan. Some of the other awards bestowed upon him included the CNBC Asia Business Award 2010 for the Viewers Choice category, India Innovator of the Year Award by the then Honorable Finance Minister, Mr Pranab Mukherjee at the 6 th edition of the CNBC TV18 India Business Leader Awards 2010 and DATAQUEST 'IT Person of the Year 2007' Award. The Board places on record its appreciation for the contributions made by him during his tenure with the Company. Mr. Harsh Chitale and Mr. Pradeep K. Khosla were appointed as Additional Directors of the Company with effect from 17 th August, 2011 and were appointed as Directors by the Shareholders at the Annual General Meeting of the Company on 4th November, 2011. Mr. Chitale was also appointed as Whole-time Director of the Company with effect from 17 th August, 2011. Mr. Dhirendra Singh has been appointed as an Additional Director on Board of the Company with effect from 31 st January, 2012. The Company has received notice from member(s) of the Company, under section 257 of the Companies Act, 1956, proposing his appointment as Director of the Company, along with the requisite deposit. In accordance with the Articles of Association of the Company, Mr. V.N. Koura, Ms. Anita Ramachandran and Dr. Nikhil Sinha, Directors, retire by rotation and being eligible, offer themselves for re-appointment. Corporate Governance Report and Management Discussion and Analysis Statement The Corporate Governance Report and the Management Discussion and Analysis Statement are attached and are to be read with the Directors' Report. Insider Trading Regulations As per the requirements under the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the 'Code of Conduct for prevention of Insider Trading' and the 'Code of corporate disclosures practices for prevention of Insider Trading' are in force. 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 have been followed and there has been no material departure; 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 30 th June, 2012 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 year under review continued to be peaceful and cordial. No man-days were lost due to industrial disputes. Your Company was ranked No. 1 in the Best Employer Survey conducted by IDC-Dataquest and ranked amongst Top fifty in the Best Companies to Work For 2011 conducted by Economic Times and Great Place to Work Institute. The information as required to be provided in terms of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 has 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 subsection (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/associates/JVs The following developments took place in the subsidiaries/ associates/JVs of the Company: (a) HCL Infosystems MEA FZCO, Dubai (HCL MEA) The Company through its wholly owned subsidiary, HCL Insys Pte. Limited, Singapore has on August 7, 2012 acquired the remaining 40% equity stake w.e.f January 1, 2012 in HCL MEA. Consequently, HCL MEA w.e.f January 1, 2012, has become a wholly owned subsidiary of HCL Insys Pte. Limited, Singapore. 28
ANNUAL REPORT 2011-12 (b) HCL Computing Products Limited (HCPL) Incorporated as a wholly owned subsidiary on 12 th July, 2012. The Computing Products Manufacturing and Channel Business of the Company will be transferred to HCPL. (c) Techmart Telecom Distribution FZCO, Dubai (Techmart) Techmart, Dubai, in which a subsidiary of the Company has 20% stake, is being dissolved. (d) HCL Infinet Limited The Company has on 10 th November, 2011 concluded the sale of entire equity stake in HCL Infinet Limited, a wholly owned subsidiary to M/s Tikona Digital Networks Limited. Consequently, HCL Infinet Limited has ceased to be subsidiary of the Company. (e) HCL Touch Inc., US Incorporated as a wholly owned subsidiary on 29 th August, 2011, to carry on HCL Touch Global Support Centre and handle the transaction of US based customers through internet marketing and channel partnership. (f ) Pimpri Chinchwad eServices Limited In terms of a Joint Venture agreement and on transfer of 15% equity stake to IL&FS Environmental Infrastructure and Services Limited, the subsidiary of Infrastructure Leasing and Financial Services Limited (IL&FS), the Company has been converted into a Joint Venture with IL&FS w.e.f. 29 th August, 2011. (g) Digilife Distribution and Marketing Services Limited The name of HCL Security Limited, the wholly owned subsidiary, was changed to Digilife Distribution and Marketing Services Limited (Digilife) with effect from 26 th July, 2011. Digilife is engaged in Digital Entertainment business with effect from 1 st August, 2011. In terms of the exemption granted by Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 dated 8 th February, 2011, the accounts of the following subsidiaries have not been enclosed with the results: - Digilife Distribution and Marketing Services Limited (formerly known as HCL Security Limited); - HCL Infocom Limited; - RMA Software Park Private Limited; - Pimpri Chinchwad eServices Limited; - HCL Insys Pte Limited, Singapore; - HCL Investments Pte Limited, Singapore; - HCL Infosystems MEA FZCO, Dubai; - HCL Infosystems LLC, Dubai; - HCL Infosystems MEA LLC, Abu Dhabi; - HCL Infosystems Qatar WLL, Qatar; - HCL Infosystems South Africa Pty Limited, South Africa; and - HCL Touch Inc, US The annual accounts of these subsidiaries are available for inspection on any working day at the Registered Office of the Company. The Company shall also furnish a hard copy of details of accounts of these subsidiaries to any Shareholder on demand. These accounts are also available on the website of the Company at www.hclinfosystems.com. A summary of financials of the subsidiaries has been included in the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies. 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/- E.A. Kshirsagar (Director) Date : 24 th August, 2012 Sd/- Harsh Chitale (Chief Executive Officer and Whole-time Director) 29
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Annual Report 2011-2012 - HCL Infosystems

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