1. Summary Information

		Country	India
Company Name	HCL INFOSYSTEMS LIMITED	Principal Name 1	Mr. Harsh Chitale
Status	Good	Principal Name 2	Mr. J.V. Ramamurthy
		Registration #	55-23955
Street Address	806, Siddharth, 96 Nehru Place, New Delhi – 110019, Delhi
Established Date	17.04.1986	SIC Code	--
Telephone#	91-11-26444305	Business Style 1	Manufacturer
Fax #	91-11-26212687	Business Style 2	--
Homepage	www.hclinfosystems.com	Product Name 1	Computers
# of employees	7123 (Approximately)	Product Name 2	Telecommunication Products
Paid up capital	Rs.445,759,258/-	Product Name 3	Office Automation Products
Shareholders	Promoter and Promoter Group 57.89%, and Public shareholding 42.11%	Banking	State Bank of India
Public Limited Corp.	Yes	Business Period	28 Years
IPO	Yes	International Ins.	-
Public Enterprise	Yes	Rating	Ba (53)
Related Company
Relation	Country	Company Name	CEO
Subsidiaries	India	HCL Infocom Limited	--
Note	-

2. Summary Financial Statement

Balance Sheet as of	30.06.2013		(Unit: Indian Rs.)
Assets		Liabilities
Current Assets	34,933,700,000	Current Liabilities	25,954,300,000
Inventories	5,042,900,000	Long-term Liabilities	9,559,800,000
Fixed Assets	2,602,700,000	Other Liabilities	369,700,000
Deferred Assets	682,700,000	Total Liabilities	35,883,800,000
Invest& other Assets	10,980,100,000	Retained Earnings	17,912,500,000
		Net Worth	18,358,300,000
Total Assets	54,242,100,000	Total Liab. & Equity	54,242,100,000
Total Assets (Previous Year)	48,669,900,000
P/L Statement as of	30.06.2013		(Unit: Indian Rs.)
Sales	86,415,100,000	Net Profit	(813,300,000)
Sales(Previous yr)	1,02,946,100,000	Net Profit(Prev.yr)	478,600,000

MIRA INFORM REPORT

Report Date :

25.04.2014

IDENTIFICATION DETAILS

Name :	HCL INFOSYSTEMS LIMITED
Registered Office :	806, Siddharth, 96 Nehru Place, New Delhi – 110019, Delhi
Country :	India
Financials (as on) :	30.06.2013
Date of Incorporation :	17.04.1986
Com. Reg. No.:	55-023955
Capital Investment / Paid-up Capital :	Rs.445.759 Millions
CIN No.: [Company Identification No.]	L72200DL1986PLC023955
TAN No.: [Tax Deduction & Collection Account No.]	DELH03832D
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturing of Computer Systems and Computer Peripherals
No. of Employees :	7123 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (53)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 73000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having good track record. The company has incurred a loss during 2013 however net worth of the company is good. General financial position of the company is decent. Trade relations are reported as fair. Business is active. Payments terms are reported to be regular and as per commitment. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

US investment bank Goldman Sachs has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

There are 264 numbers of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo, is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

Indian Oil Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in the making.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Short Term Debt “A1”
Rating Explanation	Highest degree of safety. It carry lowest credit risk
Date	Feb, 2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DENIED

Management is non co-operative, Tel. No. 91-11-26212687

LOCATIONS

Registered Office :	806, Siddharth, 96 Nehru Place, New Delhi – 110019, Delhi, India
Tel. No.:	91-11-26444305
Fax No.:	91-11-26212687
E-Mail :	sushiljain@hcl.in info@hclinfosystems.com
Website :	http://www.hclinfosystems.in http://www.hclinfosystems.com http://www.hclperipherals.com
Corporate Office :	E-4, 5 and 6, Sector XI, Noida – 201301, Utter Pradesh, India
Tel. No.:	91-120-2526518 / 19 / 2520977
Fax No.:	91-120-2550923
E-Mail :	cosec@hclinsys.com consec@hcl.in
Branches Office :	HCL Tower, 2^nd Floor, 360, Marol Military Road, Marol, Andheri (East), Mumbai – 400 059, Maharashtra, India

DIRECTORS

As on: 30.06.2013

Name :	Mr. Harsh Chitale
Designation :	Chief Executive Officer and Managing Director
Name :	Mr. J.V. Ramamurthy
Designation :	Whole-time Director
Name :	Mr. V.N. Koura
Designation :	Director
Name :	Mr. E.A. Kshirsagar
Designation :	Director
Name :	Mr. D.S. Puri
Designation :	Director
Name :	Mr. Nikhil Sinha
Designation :	Director
Name :	Mr. Ajay Vohra
Designation :	Director
Name :	Mr. Pradeep K. Khosla
Designation :	Director
Name :	Mr. Dhirendra Singh
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Sushil Kumar Jain
Designation :	Company Secretary
Name :	Mr. Sandeep Kanwar
Designation :	Chief Financial Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 31.12.2013

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
		As a % of (A+B)	As a % of (A+B+C)
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	2279138	1.02	1.02
Bodies Corporate	126755808	56.87	56.87
Sub Total	129034946	57.89	57.89
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	129034946	57.89	57.89
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2210820	0.99	0.99
Financial Institutions / Banks	4092889	1.84	1.84
Foreign Institutional Investors	41655540	18.69	18.69
Sub Total	47959249	21.52	21.52
(2) Non-Institutions
Bodies Corporate	8916284	4.00	4.00
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	31097721	13.95	13.95
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	4307622	1.93	1.93
Any Others (Specify)	1563807	0.70	0.70
Non Resident Indians	1363002	0.61	0.61
Overseas Corporate Bodies	70000	0.03	0.03
Trusts	128805	0.06	0.06
Foreign Corporate Bodies	2000	0.00	0.00
Sub Total	45885434	20.59	20.59
Total Public shareholding (B)	93844683	42.11	42.11
Total (A)+(B)	222879629	100.00	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00	0.00
(1) Promoter and Promoter Group	0	0.00	0.00
(2) Public	0	0.00	0.00
Sub Total	0	0.00	0.00
Total (A)+(B)+(C)	222879629	0.00	100.00

BUSINESS DETAILS

Line of Business :	Manufacturing of Computer Systems and Computer Peripherals
Products :	Networking Products Hubs Switches Access Products Modules/converters Terminal Products Turboterm Graph Term Multilingual Terminal Structured Cabling Patch Cord Patch Panel Wall Outlet Peripherals Monitor Keyboards Multi Media Touch Screen Monitor/Kiosks

GENERAL INFORMATION

No. of Employees :

7123 (Approximately)

Bankers :

· State Bank of India

· Canara Bank

· HDFC Bank Limited

· ICICI Bank Limited

· Societe Generale

· Standard Chartered Bank

· State Bank of Patiala

· Hongkong and Shanghai Banking Corporation Limited

Facilities :

(Rs. In Millions)

Secured Loan	As on 30.06.2013	As on 30.06.2012
Long Term Borrowings
Term loans from banks	3,266.800	533.400
Term loans from others	0.000	1.100
Short Term Borrowings
Term loans from banks	1,750.000	100.000
Cash credits from banks	3.300	24.900
Total	5020.100	659.400
Unsecured Loan	As on 30.06.2013	As on 30.06.2012
Long Term Borrowings
Term loans form others	1,421.000	211.800
Finance lease obligation	368.700	484.400
Short Term Borrowings
Commercial Paper	0.000	2,650.000
Term loans from banks	2,750.000	2,000.000
Total	4539.700	5346.200

Notes on Long Term Borrowings

1. Secured Term Loan from Banks amounting to Rs.533.400 Millions (2012 – Rs.800.000 Millions), out of which Rs.266.700 Millions (2012 – Rs.266.700 Millions) is shown under current maturity of long term debt, is secured by way of first charge on movable and immovable fixed assets of the Company. The loan is repayable in 6 half yearly installments from the date of the loan which carries interest @ 11.25 % p.a.

2. Secured Term Loan from Banks amounting to Rs.3000.000 Millions (2012 – Rs. Nil), out of which Rs. Nil (2012 – Rs. Nil) is shown under current maturity of long term debt, is secured by way of subservient charge on current assets of the Company. It also carries a lien on Mutual Funds of Rs.10.000 Millions. The loan is repayable in 23 monthly equal instalments starting from July

2014 and carries interest @ 11.50 % p.a.

3. Secured Term Loan from Others amounting to Rs1.100 Millions (2012 – Rs.61.900 Millions), out of which Rs.1.100 Millions (2012 – Rs.60.800 Millions) is shown under current maturity of long term debt, is secured by way of first charge on specified assets of the Company as per the contract terms. The loans are repayable in 20 equal quarterly installments from the date of the loans which carries interest @ 7.8 to 8.5 % p.a.

4. Unsecured Term loans from Others amounting to Rs.227.300 Millions (2012 – Rs.312.600 Millions) and Rs.94.400 Millions (2012 – Rs.0.700 Million), out of which ` 11.98 Crores (2012 – Rs.101.500 Millions) is shown under current maturity of long term debt, are repayable in 8 to 19 equal quarterly installments from the date of the loans and in 3 equal yearly installments from the date of the loan and balance payable in 4th year respectively which are interest free.

5. Unsecured Loan under receivable buyout facility amounting to Rs.893.400 Millions (2012 - Rs. NIL), out of which Rs.155.700 Millions (2012 – Rs. NIL) is shown under current maturity of long term debt, are repayable in 14 to 20 equal quarterly instalments from the date of the disbursement.

6. Unsecured Term loans from Others amounting to Rs.697.000 Millions (2012 –Rs. NIL), out of which Rs.215.400 Millions (2012 – Rs. NIL) is shown under current maturity of long term debt, is repayable in 11 to 12 equal quarterly instalments from the date of the disbursement which carries interest @ 11.80% to 12.25% p.a.

Notes on Short Term Borrowings

Secured Term loan from Bank amounting to Rs.998.700 Millions is secured by way of first pari pasu charge on current asset of the Company.

Secured Term Loan amounting to Rs.7.500 Millions and 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.

Banking Relations :

--

Auditors :

Name :

Price Waterhouse

Chartered Accountants

Address :

Gurgaon, Haryana, India

Company having substantial interest :

HCL Corporation Private Limited

Subsidiaries :

• HCL Infocom Limited
• Digilife Distribution and Marketing Services Limited
• RMA Software Park Private Limited
• HCL Insys Pte. Limited, Singapore
• HCL Investments Pte. Limited, Singapore
• HCL Touch Inc., USA
• HCL Computing Products Limited
• Pimpri Chinchwad eServices Limited (85% Shareholding of HCL Infosystems Limited)
• HCL Infosystems MEA FZCO, Dubai (100% Shareholding of HCL Insys Private Limited)
• HCL Infosystems LLC, Dubai (49% Shareholding of HCL Infosystems MEA FZCO)
• HCL Infosystems MEA LLC, Abu Dhabi (49% Shareholding of HCL Infosystems MEA FZCO)
• HCL Infosystems Qatar, WLL (49% Shareholding of HCL Infosystems MEA FZCO)
• HCL Infosystems South Africa Pty. Limited (100% Shareholding of HCL Investments Pte. Limited)
• HCL System Integration Limited (100% Shareholding of HCL Infocom Limited)
• HCL Learning Limited (100% Shareholding of HCL Infocom Limited)
• HCL Care Limited (100% Shareholding of HCL Infocom Limited)

Related Parties :

• HCL Technologies Limited
• HCL Comnet Systems and Services Limited
• HCL BPO Services (NI) Limited
• SSN College of Engineering
• SSN Trust

CAPITAL STRUCTURE

As on: 30.06.2013

Authorised Capital:

No. of Shares	Type	Value	Amount
55,00,00,000	Equity Shares	Rs.2/- each	Rs.1100.000 Millions
5,00,000	Preference Shares	Rs.100/- each	Rs.50.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
22,28,76,629	Equity Shares	Rs.2/- each	Rs.445.800 Millions

NOTES:

1. Rights attached to Equity Shares:

The Company has only one class of equity share having a face value of ` 2/- each. Each holder of equity shares is entitled to one vote per share held. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in ensuing General Meeting, except in case of interim dividend.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by Shareholders.

2. Shares reserved for issue under options:

For detail of shares reserved for issue under Employee Stock Option Plan of the Company, refer Note 44.

3. Shareholders holding more than 5% of the aggregate shares in the Company.

Particulars	As at 30.06.2013
	No. of Shares	% of Shares
(a) HCL Corporation Private Limited	106,725,467	47.88
(b) Franklin Templeton Investment Funds	21,249,492	9.53
(c) HSBC Global Investment funds Mauritius Limited	18,450,000	8.28
(d) AKM Systems Private Limited	12,179,627	5.46

FINANCIAL DATA

[All figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	30.06.2013	30.06.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	445.800	445.800
(b) Reserves & Surplus	17,912.500	18,725.800
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	18,358.300	19,171.600
(3) Non-Current Liabilities
(a) long-term borrowings	5,056.500	1,230.700
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	776.100	1,488.300
(d) long-term provisions	159.900	154.400
Total Non-current Liabilities (3)	5,992.500	2,873.400
(4) Current Liabilities
(a) Short term borrowings	4,503.300	4,774.900
(b) Trade payables	20,388.400	16,378.700
(c) Other current liabilities	4,789.800	5,231.200
(d) Short-term provisions	209.800	240.100
Total Current Liabilities (4)	29,891.300	26,624.900
TOTAL	54,242.100	48,669.900
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1,947.200	1,949.100
(ii) Intangible Assets	655.500	572.500
(iii) Capital work-in-progress	335.600	355.300
(iv) Intangible assets under development	53.500	105.200
(b) Non-current Investments	1,403.900	1,178.200
(c) Deferred tax assets (net)	682.700	227.300
(d) Long-term Loan and Advances	757.700	589.000
(e) Other Non-current assets	3,459.000	3,367.800
Total Non-Current Assets	9,295.100	8,344.400
(2) Current assets
(a) Current investments	9,187.100	4,317.700
(b) Inventories	5,042.900	6,589.500
(c) Trade receivables	11,844.100	12,034.200
(d) Cash and cash equivalents	2,255.000	2,242.000
(e) Short-term loans and advances	2,669.600	2,976.000
(f) Other current assets	13,948.300	12,166.100
Total Current Assets	44,947.000	40,325.500
TOTAL	54,242.100	48,669.900

SOURCES OF FUNDS		30.06.2011
SHAREHOLDERS FUNDS
1] Share Capital		445.800
2] Share Application Money		0.000
3] Reserves & Surplus		19024.600
4] (Accumulated Losses)		0.000
NETWORTH		19470.400
LOAN FUNDS
1] Secured Loans		1104.300
2] Unsecured Loans		4671.100
TOTAL BORROWING		5775.400
DEFERRED TAX LIABILITIES		0.000
TOTAL		25245.800
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2320.600
Capital work-in-progress		199.500
INVESTMENT		7050.500
DEFERREX TAX ASSETS		168.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	5862.500
	Sundry Debtors	20842.600
	Cash & Bank Balances	2346.900
	Other Current Assets	3880.600
	Loans & Advances	2987.500
Total Current Assets		35920.100
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	11520.900
	Other Current Liabilities	7857.800
	Provisions	1034.200
Total Current Liabilities		20412.900
Net Current Assets		15507.200
MISCELLANEOUS EXPENSES		0.000
TOTAL		25245.800

PROFIT & LOSS ACCOUNT

	PARTICULARS	30.06.2013	30.06.2012
	SALES
	Income	86,415.100	1,02,946.100
	Other Income	1,170.700	981.500
	TOTAL (A)	87,585.800	1,03,927.600
Less	EXPENSES
	Cost of Materials Consumed	12,000.500	12,732.900
	Purchases of Stock-in-Trade	60,023.400	76,175.900
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	1,017.600	(369.100)
	Other direct expenses	4,330.900	4,019.400
	Employees benefits expense	4,947.600	4,599.900
	Other expenses	4,251.300	4,278.600
	TOTAL (B)	86,571.300	1,01,437.600
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	1,014.500	2,490.000
Less	FINANCIAL EXPENSES (D)	1,793.400	1,443.400
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	(778.900)	1,046.600
Less/ Add	DEPRECIATION/ AMORTISATION (F)	489.800	431.200
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	(1,268.700)	615.400
Less	TAX (H)	(455.400)	136.800
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	(813.300)	478.600
Less	APPROPRIATIONS
	Debenture Redemption Reserve	0.000	-120.000
	Interim Dividend	0.000	668.800
	Tax on Dividend (including Interim Dividend)	0.000	108.600
	Transfer to General Reserve	0.000	47.900
	Total (M)	0.000	705.300
	EARNINGS IN FOREIGN CURRENCY
	Commission Income	3.300	2.500
	F.O.B. Value of Exports (Including deemed exports)	312.500	393.100
	Others (Including consultancy reimbursement of expenses)	217.400	315.900
	TOTAL EARNINGS	533.200	711.500
	IMPORTS
	Raw Materials	10,138.900	11,142.200
	Stores and Spares	404.700	293.700
	Capital Goods	1.100	5.100
	Traded Items	3,082.800	3,825.300
	TOTAL IMPORTS	13,627.500	15,266.300
	Earnings / (Loss) Per Share (Rs.)	(3.65)	2.15

	PARTICULARS		30.06.2011
	SALES
		Business Income	109369.500
		Other Income	871.900
		TOTAL (A)	110241.400
Less	EXPENSES
		Cost of Goods and Services Sold	98287.400
		Personnel	4483.100
		Administration, Selling, Distribution and others	3865.500
		Repairs	162.700
		TOTAL (B)	106798.700
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		3442.700
Less	FINANCE CHARGES (D)		739.700
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2703.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		332.000
	PROFIT BEFORE TAX (E-F) (G)		2371.000
Less	TAX (H)		598.700
	PROFIT AFTER TAX (G-H) (I)		1772.300
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		8333.200
Add / less	Adjustments due to scheme of arrangement -as on July 1, 2008		0.000
	Adjustment as per scheme of arrangement		0.000
Less	APPROPRIATIONS
		Debenture Redemption Reserve	40.000
		Proposed Dividend	445.800
		Corporate Dividend Tax on Proposed Dividend	72.300
		Interim Dividend	1317.200
		Corporate Dividend Tax on Interim Dividend	218.800
		Transfer to General Reserve	177.200
	BALANCE CARRIED TO THE B/S		7834.200
	EARNINGS IN FOREIGN CURRENCY
		Commission	61.100
		FOB value of exports (including deemed exports)	97.900
		Others (including reimbursement of expenses)	647.700
	TOTAL EARNINGS		806.700
	IMPORTS
		Raw materials and components	13265.600
		Stores & Spares	421.900
		Capital Goods	22.100
		Traded items	4862.600
	TOTAL IMPORTS		18572.200
	Earnings Per Share (Rs.)		8.08

KEY RATIOS

PARTICULARS		30.06.2013	30.06.2012	30.06.2011
PAT / Total Income	(%)	(0.93)	0.46	1.61
Net Profit Margin (PBT/Sales)	(%)	(1.47)	0.60	2.17
Return on Total Assets (PBT/Total Assets}	(%)	(2.45)	1.32	6.20
Return on Investment (ROI) (PBT/Networth)		(0.07)	0.03	0.12
Debt Equity Ratio (Total Debt/Networth)		0.52	0.31	0.30
Current Ratio (Current Asset/Current Liability)		1.50	1.51	1.76

FINANCIAL ANALYSIS

[All figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	30.06.2012	30.06.2013
	(Rs. In Millions)	(Rs. In Millions)
Share Capital	445.800	445.800
Reserves & Surplus	18,725.800	17,912.500
Net worth	19,171.600	18,358.300
long-term borrowings	1,230.700	5,056.500
Short term borrowings	4,774.900	4,503.300
Total borrowings	6,005.600	9,559.800
Debt/Equity ratio	0.313	0.521

YEAR-ON-YEAR GROWTH

Year on Year Growth	30.06.2011	30.06.2012	30.06.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	109369.5	1,02,946.100	86,415.100
		-5.873	-16.058

NET PROFIT MARGIN

Net Profit Margin	30.06.2011	30.06.2012	30.06.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	109369.500	1,02,946.100	86,415.100
Profit	1772.3	478.600	-813.300
	1.62%	0.46%	-0.94%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	No
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

CONTINGENT LIABILITIES

a) Claims against the Company not acknowledged as debts:

Particulars	As on 30.06.2013 Rs. in millions
Sales Tax*	729.900
Excise*	111.300
Income Tax*	29.500
Octroi*	49.800
Industrial Disputes, Civil Suits and Consumer Disputes	163.900

* Includes sum of Rs.225.800 Millions (2012 – Rs.187.000 Millions) deposited by the Company against the above.

The amounts shown in 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.4539.800 Millions (2012 – Rs.2070.500 Millions) was given to Banks for working capital facilities sanctioned to subsidiaries of which the total amount utilised as at June 30, 2013 is Rs.2888.400 Millions (2012 – Rs.625.900 Crores).

(ii) Corporate Guarantee of Rs. Nil (2012 – Rs.728.700 Millions) was given to Banks for working capital facilities sanctioned to a joint venture of a subsidiary company of which the total amount utilised as at June 30, 2013 is Rs. Nil (2012 – Rs.728.700 Millions).

FIXED ASSETS

· Land – Leasehold

· Land – Freehold

· Buildings

· Plant and Machinery and

· Air Conditioners

· Furniture and Fixtures and

· Office Equipment

· Vehicles

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED DECEMBER 31, 2013

(Rs. in millions)

Particulars	Three Months Ended		Six Months Ended
	31.12.2013 (Unaudited)	30.09.2013 (Unaudited)	31.12.2013 (Unaudited)
Gross Sales / Income from Operations	14,381.100	15,964.700	30,345.800
Less: Excise Duty	5.300	29.900	141.700
Net Sales / Income from Operations	14,375.800	15,934.800	30,310.600
Other Operating Income	0.600	0.900	1.500
Expenses
Cost of Materials Consumed	847.500	1478.500	2326.000
Purchases of Stock-in-Trade	13,092.000	14,038.600	27,130.600
Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(383.800)	(457.800)	(841.600)
Employee benefits expense	205.600	174.700	380.300
Exchange Differences Loss	72.500	137.000	209.500
Depreciation and amortisation expense	20.500	23.800	44.300
Other Expenses	416.600	449.700	866.300
Total Expense	14,270.900	15,844.500	30,115.400
Profit / (Loss) from Operations before Other Income & finance costs	105.500	91.200	196.700
Other Income	106.500	146.600	253.100
Profit / (Loss) from ordinary activities before finance costs	212.000	237.800	449.800
Finance costs	175.700	165.100	340.800
Profit / (Loss) from ordinary activities before Tax	36.300	72.700	109.000
Tax Expense / (Credit)	13.300	57.900	71.200
Net Profit / (Loss) from ordinary activities after Tax	23.000	14.800	37.800
Extraordinary items (net of tax expense)	0.000	0.000	0.000
Net Profit / (Loss) for the period	23.000	14.800	37.800
Paid-up Equity Share Capital (Face value per share in Rs. 2/-)	445.800	445.800	445.800
Reserves excluding Revaluation Reserves as per Balance Sheet of the previous accounting year	0.000	0.000	0.000
Earnings per Share (EPS) (not annualised) Rs./share
EPS before extraordinary items for the period
- Basic	1.000	0.700	1.700
- Diluted	1.000	0.700	1.700
EPS after extra ordinary items for the period
- Basic	1.000	0.700	1.700
- Diluted	1.000	0.700	1.700
Particulars of Share holding
Public Shareholding
-Number of Shares	93,844,683	93,844,683	93,844,683
-Percentage of Shareholding	42.11%	42.11%	42.11%
Promoters and Promoter Group Shareholding
Pledged / Encumbered
-Number of Shares	900	0.000	900
-Percentage of Shares (as a % of the total shareholding of promoter and promoter group)	0.00%	0.000	0.00%
-Percentage of Shares (as a% of the total share capital of the company)	0.00%	0.000	0.00%
Non-encumbered
-Number of Shares	129,034,046	129,034,946	129,034,046
-Percentage of Shares (as a% of the total shareholding of promoter & prom group)	100.00%	100.00%	100.00%
-Percentage of Shares (as a % of the total share capital of the company)	57.99%	57.99%	57.99%

STATEMENT OF ASSETS AND LIABILITIES

(Rs. in millions)

Particulars	31.12.2013 (Unaudited)
A. EQUITY AND LIABILITIES
Shareholders' funds
Share Capital	445.800
Reserves and Surplus	16,634.800
Sub-Total - Shareholders' funds	17,080.600
Non Current Liabilities
Long term Borrowings	3,074.800
Other Long term Liabilities	11.400
Long term Provisions	37.100
Sub-Total - Non Current Liabilities	3,123.100
Current Liabilities
Short-term borrowings	1,293.300
Trade payables	7,821.200
Other current liabilities	2,231.600
Short-term provisions	23.200
Sub-Total - Current Liabilities	11,369.300
Total - EQUITY AND LIABILITIES	31,573.000
B. ASSETS
Non-current assets
Fixed Assets	1,235.500
Non-current investments	10,489.500
Deferred tax assets (net)	74.800
Long-term loans and advances	870.200
Trade receivables	9.900
Other non-current assets	1.000
Sub-Total - Non Current assets	12,680.900
Current Assets
Current investments	2,726.500
Inventories	3,444.400
Trade receivables	3,033.200
Cash and bank balances	1,023.000
Short-term loans and advances	2,217.100
Other current assets	6,447.900
Sub-Total - Current assets	18,892.100
Total - ASSETS	31,573.000

Notes:

1. After recommendation by the Audit Committee, these results have been approved and taken on record by the Board of Directors at its meeting held on February 11, 2014. The results have been subjected to a limited review by the statutory auditors.

2. The Hon'ble High Court of Delhi has sanctioned the Composite Scheme of Arrangement (the “Scheme”) under the provisions of section 391 to 394 of the Companies Act, 1956; vide its order dated September 18, 2013 received on October 30, 2013. The Scheme has become effective from November 1, 2013 on filing a certified copy of the High Court order with the office of the Registrar of the Companies, NCT of Delhi & Haryana and is applicable from January 1, 2013 (the “Appointed date”). According to the Scheme , the Hardware Solutions Business, Services Business and Learning Business (collectively the “Transferred Undertakings”) of the Company stand transferred to HCL Infotech Limited (formerly known as HCL System Integration Limited), HCL Services Limited (formerly known as HCL Care Limited) and HCL Learning Limited (collectively the “Transferee Companies”) respectively, the wholly owned subsidiaries. According to the Scheme, HCL Infocom Limited (HCL I), the wholly owned subsidiary of the Company, stands merged with the Company. The standalone financial results of the Company for the quarter ended September 30, 2013 and quarter/half year ended December 31, 2013 have been prepared after considering the accounting treatment specified under the Scheme.

In accordance with the Scheme, the Company continued to carry on the business and activities in relation to the Transferred Undertakings on account of and in trust for the respective Transferee Companies from January 1, 2013 (the "Appointed date") till November 1, 2013 (the "Effective date"). Subsequent to the effective date, the Company is in the process of entering into novation agreements with the relevant third parties, including customers and vendors, pertaining to the Transferee Companies. The results/ statement of assets and liabilities above, do not include results/ assets and liabilities pertaining to the transactions subsequent to the effective date executed by the Company on trust and benefit of HCL Infotech Limited pending entering into novation agreements with the respective parties. The financial results of quarter/ half year ended December 31,2012 and for year ended June 30, 2013 include the following revenue and profit/(loss) before tax of the Transferred Undertakings and therefore are not comparable with those of the quarter/half year ended December 31, 2013 and quarter ended September 30, 2013. Further, the statement of assets and liabilities as at December 31, 2013 do not include the assets and liabilities of the Transferred Undertakings and therefore are not comparable those as at June 30, 2013.

3. The standalone segment disclosures for the quarter/half year ended December 31, 2013 and September 30, 2013 have been prepared after considering the effect of the Scheme and do not include disclosures of transferred undertakings. Therefore these are not comparable with those of the year ended June 30, 2013 and quarter/half year ended December 31, 2012.

4. Pursuant to notification u/s 211(3C) of the Companies Act , 1956 issued by the Ministry of Corporate Affairs on December 29, 2011, 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 amortise such exchange difference over the period of the item. Accordingly, a loss of Rs18.133 Millions stands deferred as at December 31, 2013.

5. Tax expense for the current quarter has been estimated subject to final computation of various tax adjustments.

6. Figures for previous periods have been regrouped and rearranged, wherever necessary, to conform with the relevant current period's classification.

OVERVIEW

As the world comes to terms with the “new normal” where the economic growth is muted and consumer spending is cautious, the Company has tried to weather these headwinds by investing in new growth opportunities and concurrently re-tooling its existing businesses. While it was a tough year for then, the challenges were primarily due to the wider macro-economic situation faced by the Indian industry at large. With annual GDP growth rate slowing down to a decade low of 5% and currency depreciating by double-digit percentage points, their IT Hardware and Solutions business bore the brunt of these macroeconomic changes just like the rest of the industry. The current economic situation has resulted in low IT spends and delays in project milestone signoffs and release of payments by customers, in particular the government and public sector clients. Consequently, the profitability of their Hardware and Solutions business was hit due to high working capital costs and provisions for bad debts. Revenue of their distribution business registered a decline in the FY13 due to sharp decline (decline of Rs.166.800 Millions) in sales of mobile phones distributed by then, as the portfolio of their Mobile phone principal underwent a complete transition during the year. However, this portfolio transition is now completed and they have registered a healthy quarter on quarter growth in sale of mobile phones in the last quarter of the financial year. Entire decline in sales of the company in FY13 (decline of Rs.153.200 Millions), came from decline in revenue in this business segment. Despite the challenging environment, they are encouraged by the performance of their growth focus areas namely, Enterprise IT Services and Non-telecom Distribution, and some of their recently incubated businesses such as Mobility and Learning.

These businesses were able to win new clients, enter new markets and build a healthy pipeline for FY14.

As they enter FY14, they are cognizant of the worsening macro-economic situation with most estimates pegging the FY14 GDP growth at less than 5% and depreciating local currency. Continued delays in some of their slow moving public sector projects may lead to cost overruns and high capital employed impacting their profitability in near term. While they are leaving no stone unturned to mitigate these risks, some of these factors are unpredictable and beyond their control and may hamper their profitability in the short term. While these short term challenges remain, they continue to remain upbeat about the long term potential of the market and their abilities to tap that potential.

PERFORMANCE

The consolidated net revenue of the Company was Rs.93,646.800 Millions as against Rs.108,967.600 Millions in the previous year. The consolidated profit/ (loss) before tax was Rs.(1,255.700) Millions as against Rs.843.900 Millions in the previous year. The Board of Directors do not recommend any dividend for the year .

PRODUCT INNOVATION & ENGINEERING

You would be happy to know that the company’s R&D, HCL Labs continued to see more investment in the last financial year. Today, they have six R&D centres with a total strength of nearly 300 persons working on different spheres of technology. These six R&D centres are located at Noida, Jaipur, Chennai, Serdrapet, Thattanchavady and Mumbai.

They are one of the few IT companies with all their R&D centres registered & recognized by DSIR (Department of Scientific Industrial Research). These centers are working on development of new technologies that are relevant and contribute to areas that are playing an important role in the growth story of India. The focus has been on bringing out new solutions that can cater to diverse needs such as bridging the digital divide, enablement of education, financial inclusion, asset management, energy efficiency etc. During the last year the company developed a number of products, some of the key ones are listed below.

The emergence of tablets and smart phones is changing the way people are accessing information and integrating them into their lives. To address this emerging opportunity, the company has invested in developing products around Mobility Applications which are critical to enable the mobile enterprise of today. The products developed include vernacular language enabled applications that cater to regional consumers and are relevant in the context of bridging the digital divide; i.e. bringing more citizens onto the digital highway. In terms of benefits, this strategy has paid good dividends as their Mobility business grew five fold in FY 2012-13.

Today, ICT technology is an intrinsic part of the infrastructure deployed to enable economic activity. Ensuring an uninterrupted connectivity between organizations and people require superior infrastructure. The operation of such infrastructure demands tools & services with capability to do predictive failure analysis, fault detection, self healing, power consumption optimization, management of assets etc. To address this critical need of enterprises

& service providers HCL Labs has developed the Teffila framework, which is deployed by large telecom service providers, enterprises and in critical government ICT projects. Teffila is an integral tool of their IMS offering which had a revenue realization of nearly Rs.26.000 Millions of TCV.

Another important development from HCL Labs is the technology that enables banking for the unbanked in rural & urban India, which is a challenge that can be surmounted only with the use of technology. Building on a spectrum of technologies, the HCL Financial Inclusion (FI) framework is an end to end solution which includes Micro ATMs at the access level, and the Financial Switch at its core, supported with biometric authentication & Aadhaar verification. These solutions have today enabled the Banking sector to offer Banking services including Direct Benefit Transfer to thousands of villages across the country. The Company has been signed up by 24 banks as their Technology Services Partner for their respective FI Programs.

Education is another vertical of the company that been effectively leveraging technology. The past year has seen the Government of India declare Education as a Fundamental Right of every Citizen. In a country as diverse as India, both culturally and linguistically, educational institutions face the challenge of delivering a consistent quality of education. To cater to this need, HCL Labs has invested in the development of quality multilingual, age appropriate learning content, which is today deployed across multiple schools and education programs in the country. This product has been successfully taken to the market by the HCL Learning Divison which had revenues of over Rs.9.000 Millions in FY 2012-13.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration:

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration:

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime:

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws:

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards:

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government:

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package:

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report:

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.61.07
UK Pound	1	Rs.102.77
Euro	1	Rs.84.49

INFORMATION DETAILS

Information Gathered by :	PLK
Analysis Done by :	DIV
Report Prepared by :	VNK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES/NO
--LITIGATION	YES/NO	YES/NO
--OTHER ADVERSE INFORMATION	YES/NO	YES/NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	YES/NO
--EXPORT ACTIVITIES	YES/NO	YES/NO
--AFFILIATION	YES/NO	YES/NO
--LISTED	YES/NO	YES/NO
--OTHER MERIT FACTORS	YES/NO	YES/NO
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		53

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.