SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON ,

D.C. 20549

DIV ISION OF

CORPORATION F I NAN CE

September 4, 2018

Response of the Office of Mergers and Acquisitions

Division of Corporation Finance

Via Email

Rajiv Gupta

Latham & Watkins LLP

Rajiv.gupta@lw.com

Re:

Partial Cash Tender Offer for Shares of HCL Technologies Limited

Dear Mr. Gupta:

We are responding to your letter dated August 31, 2018, addressed to Ted Yu and

Christina Chalk, as supplemented by telephone conversations with the staff, with regard to your

request for exemptive relief. To avoid having to recite or summarize the facts set forth in your

letter, we attach a copy of your letter and the accompanying letter from Indian counsel. Unless

otherwise noted, capitalized terms in this response letter have the same meaning as in your letter

dated August 31, 2018.

On the basis of the representations and the facts presented in your letter, the Division of

Corporation Finance, acting for the Commission pursuant to delegated authority, by separate

order is granting an exemption from Exchange Act Rule 14e-1(a). This exemption permits the

Issuer Tender Offer to remain open for a fixed period of 10 working days (as defined in your

letter), as mandated by Indian law.

In granting this exemptive relief, we note your representations that:

•

Indian law specifically mandates a fixed 10-working day tender offer period for

issuer tender offers, which cannot be reduced or increased under Indian law;

•

Indian law requires the Issuer Tender Offer to be made to all shareholders on

equal terms, including those in the United States, and Indian law does not permit

the Issuer Tender Offer to be open for a longer period for U.S. persons than for

any other shareholders;

Rajiv Gupta, Esq.

Latham & Watkins LLP

September 4, 2018

Page 2

•

SEBI has previously noted that it does not have authority to relax any of the

requirements of Indian law and, according to Indian counsel, has never granted an

exemption to permit a Tendering Period of 20 U.S. business days, as defined in

Exchange Act Rule 14d-1(g)(3), to comply with U.S. tender offer regulations;

•

On July 17, 2018, the Company disseminated informational materials about the

Issuer Tender Offer to all Company shareholders when it sought required

shareholder approval to conduct the Issuer Tender Offer. These materials

included information about the Issuer Tender Offer, including the purpose of the

Issuer Tender Offer, the maximum number of Shares to be repurchased, the price

per Share, as well as the source and amount of funds. This information is similar

to the information that would be provided in an issuer tender offer subject to

Exchange Act Rule 13e-4. Company shareholders approved the Issuer Tender

Offer on August 20, 2018;

•

The letter of offer for the Issuer Tender Offer will be disseminated to all

Company shareholders within five working days of clearance by SEBI, as

mandated by applicable Indian tender offer regulations. The Issuer Tender Offer

will open on the fifth working day from the date the letter of offer is disseminated.

Therefore, 15 working and 15 U.S. business days (or approximately 19 calendar

days) will elapse from the date the letter of offer is first disseminated to

shareholders and the closure of the Issuer Tender Offer. From the date

shareholders approved the Issuer Tender Offer on August 20, 2018, 35 working

days, 34 U.S. business days, and 42 calendar days will elapse;

•

In accordance with Indian law, the letter of offer will be e-mailed to shareholders

who have registered their e-mail addresses and opted to receive electronic

communications from the Company. As described in your letter, a physical copy

of the letter of offer will be dispatched via registered mail and expedited

commercial courier to the six U.S. shareholders who did not opt to receive

materials electronically;

•

On the date the letter of offer is dispatched to shareholders, the Company will

publish a legal notice on the website of the Wall Street Journal. The notice will

provide the website where the letter of offer can be accessed, along with certain

basic information about the Issuer Tender Offer, including the terms of the Offer,

the price per Share, and the maximum number of Shares to be purchased in the

Issuer Tender Offer;

•

This is an issuer tender offer for only a small portion of the Company’s Shares,

representing only 2.61% of the Shares outstanding, and is not a change in control

transaction; and

Rajiv Gupta, Esq.

Latham & Watkins LLP

September 4, 2018

Page 3

•

Except for the exemptive relief granted by separate order, the Issuer Tender Offer

will comply with all applicable Exchange Act rules.

The foregoing exemptive relief is based solely on the representations and the facts

presented in your letter dated August 31, 2018, and does not represent a legal conclusion with

respect to the applicability of the provisions of the federal securities laws. The relief is strictly

limited to the application of the rule listed above to this transaction. You should discontinue the

transaction pending further consultations with the staff if any of the facts or representations set

forth in your letter change. In addition, this position is subject to modification or revocation if at

any time the Commission or the Division of Corporation Finance determines that such action is

necessary or appropriate in furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the

federal securities laws. Responsibility for compliance with these and any other applicable

provisions of the federal securities laws rests with the participants in this transaction. The

Division of Corporation Finance expresses no view with respect to any other questions that this

transaction may raise, including, but not limited to, the adequacy of the disclosure concerning,

and the applicability of any other federal or state laws to, this transaction.

Sincerely,

/s/ Ted Yu

Ted Yu

Chief, Office of Mergers & Acquisitions

Division of Corporation Finance

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

September 4, 2018

_____________________________________

In the Matter of an Issuer Tender Offer for

Shares of HCL Technologies Limited

_____________________________________

ORDER GRANTING EXEMPTION FROM

EXCHANGE ACT RULE 14E-1(A)

HCL Technologies Limited submitted a letter dated August 31, 2018, requesting that the

Securities and Exchange Commission (“Commission”) grant an exemption from Exchange Act

Rule 14e-1(a) for the Issuer Tender Offer described in its letter (“Request”).

Based on the representations and the facts presented in the Request, and subject to the terms

and conditions described in the letter from the Division of Corporation Finance dated September 4,

2018, it is ORDERED that the request for an exemption from Exchange Act Rule 14e-1(a) is hereby

granted.

For the Commission, by the Division of Corporation Finance, pursuant to delegated

authority.

Brent J. Fields

Secretary

Action as set forth or recommended herein APPROVED

pursuant to authority delegated by the Commission under

Public Law 87-592.

For: Division of Corporation Finance

By: /s/ Ted Yu

Date: September 4, 2018

9 Raffles Place

Rajiv Gupta

Direct Dial· +65.6437. 5467

rajiv.gupta@lw .com

LATHAM & wAT K I N s LLP

#42-02 Republic Plaza

Singapore 04861 9

Tel: +65.6536.116 1 Fax: +65.6536. 1171

www.lw.com

UEN No. T09LL 1649F

FIRM/ AFFILIATE OFFICES

August 31 , 2018

Ted Yu, Esq., Chief

Christina E. Chalk, Esq., Senior Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U.S.A.

Re:

Beijing

Moscow

Boston

Munich

Brussels

New York

Century City

Orange County

Chicago

Paris

Dubai

Riyadh

DOsseldorf

Rome

Frankfurt

San Diego

Hamburg

San Francisco

Hong Kong

Seoul

Houston

Shanghai

London

Silicon Valley

Los Angeles

Singapore

Madrid

Tokyo

Milan

Washington. D.C.

Issuer Tender Offer for Shares of HCL Technologies Limited

Dear Mr. Yu and Ms. Chalk:

We are writing on behalf of HCL Technologies Limited, a public limited company

incorporated under the laws of India (the "Company"), to request that the staff of the Division

of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the

"Commission") grant exemptive relief with respect to Rule 14e- l(a) ("Rule 14e-l(a)") under

the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The exemptive relief

requested will permit the Company' s proposed issuer partial tender offer for cash (the "Issuer

Tender Offer") to remain open for a fixed period of 10 working days I in compliance with the

applicable laws of India, including the Indian Companies Act, 2013 and Securities and

Exchange Board of India (Buy Back of Securities) Regulations, 1998 (the "Buy Back

Regulations"), that unfortunately conflict with Rule 14e-1 (a).

The Issuer Tender Offer concerns the proposed repurchase by the Company of a small

portion (2.61 %) of its fully paid outstanding equity shares (the "Shares"). The Issuer Tender

Offer will not result in a change of control or other corporate transformation of the Company.

The Company has appointed JM Financial Limited as the merchant banker for the Issuer

Tender Offer. The Company is being advised by Cyril Amarchand Mangaldas concerning

Indian legal matters and Latham & Watkins LLP concerning U.S. legal matters for the Issuer

Tender Offer.

In accordance with the Buy Back Regulations and applicable Indian law, the Company

respectfully submits that all holders of the Shares, including those in the United States, have

been, and will be, provided with information on the Issuer Tender Offer in advance of the 10

working day period during which the offer will be open pursuant to the Buy Back Regulations.

On July 17, 2018, the Company disseminated information materials concerning the Issuer

1

Any reference herein to "business days" has the meaning set forth in Exchange Act Rule l 4d-l (g)(3) and any

reference to "working days" means a working day of the lndian Stock Exchanges (as defined below).

ASIA - DOCS\ ! 03584 1535

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LATHAM &WATKI NS LLP

Tender Offer to all holders of the Shares, including the holders of the Shares in the United

States, to seek the requisite shareholder approval of the Issuer Tender Offer. The fo llowing

matters have been made publicly available on the websites of the Securities and Exchange

Board oflndia ("SEBI'') or the National Stock Exchange of India Limited and the BSE Limited

(together, the "Indian Stock Exchanges"): (i) the Company's board of directors' approval of

the Issuer Tender Offer on July 12, 2018; (ii) the Company's shareholders' approval of the

Issuer Tender Offer on August 20, 2018; (iii) the Company's public announcement of the Issuer

Tender Offer on August 21 , 2018; and (iv) the draft letter of offer submitted to SEBI on August

2 1, 2018. The Issuer Tender Offer has also been the subj ect of coverage by various news

agencies, including Reuters and Bloomberg. The public announcement of the Issuer Tender

Offer and the draft letter of offer each confirmed that the Issuer Tender Offer will be for

36,363,636 Shares at a price of Rs. 1,100 per Share, as approved by the board of directors of

the Company.

Within five working days from the date of receipt of final comments from SEBI, the

Company will dispatch the letter of offer to all holders of Shares. The Company confirms that

it currently expects the Issuer Tender Offer to open on the fifth working day from the date of

dispatch of the letter of offer to the holders of the Shares. Accordingly, between the dispatch

of the letter of offer to the holders of the Shares and the closure of the Issuer Tender Offer, a

period of 15 working days and business days (or approximately 19 calendar days) will lapse.

Further, between the date of shareholders' approval and closure of the Issuer Tender Offer, 35

working days, 34 business days and 42 calendar days will lapse.

I.

BACKGROUND

(a).

Headquartered in Noida, India, the Company provides a range ofIT services including

application management, network management, integrated operation management,

infrastructure management, research & development, business process outsourcing and

information security services.

(b).

The Shares are listed and traded in India on the Indian Stock Exchanges. The Company

is a "foreign private issuer" as defined in Rule 3b-4( c) under the Exchange Act and is

not subject to the reporting requirements of the Exchange Act.

(c).

Prior to making investments in India, every foreign po11folio institutional investor is

required to register itself with SEBI and obtain a SEBI registration number. The

application form prescribed by SEBI for registration of foreign portfolio institutional

investors requires it to specify its country of residence or incorporation, establishment

or registration. The Company submits that the SEBI registration number includes a

code indicating the foreign portfolio institutional investor's country of residence or

incorporation, establishment or registration, which is publicly available and is recorded

with the name of the foreign portfolio institutional investor in the shareholder records

maintained by depositaries and custodians. Under Regulation 3 1 of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 20 15, the Company is required to submit a breakdown of its shareholders

by category, including the percentage of Shares held by foreign portfolio institutional

investors, to the Indian Stock Exchanges on a quarterly basis. This information is

publicly disclosed on the websites of the Indian Stock Exchanges and is compiled by

2

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the Company's registrar and transfer agent (the "Transfer Agent") on the basis of

beneficial shareholding positions provided by the depositories.

(d).

U.S. holders do not hold more than 40% of the Shares that are the subject of the Issuer

Tender Offer, as determined pursuant to Instruction 2 to Exchange Act Rule 14d-1 (d).

According to the Company's shareholders lists dated as of July 31, 2018 (the

"Shareholders Lists"), the Company had 1,392,406,704 Shares outstanding (which

excludes employee stock options granted by the Company to its employees and

unissued bonus shares) (the "Undiluted Share Capital"). As of July 31, 2018, the

Company's controlling shareholder, together with its affiliates, held a total of

83,78,80,610 Shares (amounting to approximately 60.17% of the Undiluted Share

Capital). All ultimate beneficiaries of the Company's controlling shareholder and its

affiliates are Indian residents who are not U.S. persons.

(e).

The Company has calculated the level of U.S. ownership of the Company in accordance

with Instruction 2 to Exchange Act Rule 14d-l(d) ("Instruction 2"). To ascertain the

holders of Shares resident in the U.S. as provided under Exchange Act Rule 12g3-2(a)

and Exchange Act Rule 12g5-1 , the Company has made inquiries (as explained below)

of the Transfer Agent and depositories to "look through" the shareholding of custodians,

brokers and other nominees located in the U.S., India and other jurisdictions to ascertain

the amount of Shares held by beneficial holders of Shares resident in the U.S. A review

of the individual shareholders listed on the Company's Shareholders Lists revealed a

total of 43,272 Shares held by individuals with U.S. addresses (amounting to

approximately 0.003% of the Undiluted Share Capital) and the Company has assumed

such holders to be U.S. holders within the meaning of Instruction 2. The Shareholders

Lists also disclosed a number of institutional investors that, while listing the Indian

address of their respective custodians, might represent ownership of the Shares by U.S.

holders. The depositories have provided the Company with details of the beneficial

shareholders, including the number of Shares held by beneficial shareholders resident

in India and the identities and number of Shares held by each of the beneficial

shareholders designated as foreign institutional investors or foreign portfolio investors.

An ownership analysis of the institutional holders of Shares to determine the number of

Shares held by U.S. holders as of July 3 1, 20 18 has been conducted based on

information from the Shareholders Lists and from information available on the website

of SEBI, and it was estimated that an additional 144,043,490 Shares (or 10.34% of the

Undiluted Share Capital) were held by U.S. holders. Aggregating the shareholding

percentages of U.S. individual and institutional shareholders (based on the ownership

analysis and on the assumption regarding ownership as described above), the Company

estimates that the ownership of Shares by U.S. residents as of July 31, 2018 was an

aggregate of 144,086,672 Shares (or 10.34% of the Undiluted Share Capital). The

Company is also a foreign private issuer, as defined in Exchange Act Rule 3b-4, and

meets all other conditions of Exchange Act Rule 14d-l(d)(l). In addition, the Company

will comply with all applicable U.S. tender laws other than those for which an

exemption has been provided. Accordingly, the Company is proceeding on the

understanding that the Issuer Tender Offer is eligible for the "Tier II" exemptions under

Exchange Act Rule 14d-1 (d).

3

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II.

DISCUSSION

(a).

As the Staff knows, Rule 14e-1 (a) provides that a tender offer must remain open for a

minimum of 20 business days. By contrast, Regulation 9(4) of the Buy Back

Regulations requires that an issuer tender offer shall remain open for a fixed period of

10 working days. Moreover, Regulation 9( 4) of the Buy Back Regulations does not

allow any reduction or increase of the fixed 10 working days period.

(b).

If exempti ve relief is granted under Rule 14e-1 (a), the Issuer Tender Offer will comply

with all Exchange Act requirements applicable to a tender offer eligible under the Tier

II exemption. In 20 12, SEBI reduced the period for which an issuer tender offer must

be held open from 15 - 30 days to a fixed period of 10 working days. 2 Now, under

Regulation 9(4) of the Buy Back Regulations, the Issuer Tender Offer must remain open

for public shareholders to accept and tender for a fixed period of 10 working days

("Tendering Period") which cannot be reduced or increased.

(c).

Pursuant to Regulation 26 of the Buy Back Regulations ("Regulation 26"), SEBI has

the power to issue guidance notes or circulars to remove difficulties in the interpretation

or application of the Buy Back Regulations. However, SEBI has noted in its response

to a previous exemption application filed in 201 5 pursuant to Regulation 26 that it does

not have any powers to relax the strict enforcement of any of the Buy Back Regulations

and, therefore, that no exemptions may be granted from the Buy Back Regulations. The

Company's Indian counsel has advised that there is no reason to believe that this

position has changed. Indian counsel has also confirmed that, apart from Regulation

26, SEBI does not have the authority to grant any procedural exemptions and there is

no legal process under the Buy Back Regulations that would either enable or empower

SEBI to grant, reject or react to an application for an exemption not contemplated by

the Buy Back Regulations. Further, to the best of the knowledge of the Company's

Indian counsel, based on publicly available information and their transactional

experience, SEBI has not granted an exemption from the Tendering Period requirement

so as to permit a tender offer to be open for 20 business days in compliance with Rule

14e-l(a) under the Exchange Act. Notably, Indian counsel is unaware of any instance

in recent years where SEBI has granted any procedural exemption in relation to any

aspect of the buyback process as set out under the Buy Back Regulations. While a

request for such an exemption from SEBI has not been made with respect to the Issuer

Tender Offer, based on the fact that SEBI has previously stated that it lacks the authority

to grant such an exemption, and has not granted such an exemption in response to

previous requests and has not granted any procedural exemptions in recent years in

relation to any aspect of the buyback process as set out under the Buy Back Regulations,

the Company has no reason to expect that SEBI would grant an exemption in connection

with the Issuer Tender Offer if one were requested.

(d).

The Staff has previously issued exemptive relief and no-action letters relating to Rule

14e-l(a)(l) in the case of Indian tender offers: See Satyam Computer Services Limited

(available April 28, 2009), Patni Computer Systems Limited (available February 9,

20 11 ), Just Dial Limited (available January 29, 2016), Marble II Pte. Ltd. (available

2

The amendment was pursuant to the Securities and Exchange Board of India (Buy-back of Securities)

(Amendment) Regulations, 2012 which came into effect in February 7, 2012.

4

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June 28, 2016), Sun Pharmaceutical Industries Ltd. (available July 19, 2016) and

Mphasis Limited (available April 7, 2017).

(e) .

Further, in accordance with Section 68(5) of the Companies Act, 2013 read with

Regulation 4(1 )(a) of the Buy Back Regulations and Regulation 4(2)(c )(i) of the

Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulation, 2015, the Issuer Tender Offer has to be made to all

shareholders of the Company (as of the record date notified by the Company) and has

to be made on equal terms.

(f).

In view of paragraph (e) above, U.S. holders of the Shares cannot be excluded from the

Issuer Tender Offer or be offered different terms from those offered to non-U.S.

holders, including with respect to the fixed period of 10 working days for which the

Issuer Tender Offer must be open under the Buy Back Regulations.

(g).

As the Company is required to provide all holders of Shares with the opportunity to

participate in the Issuer Tender Offer on equal terms, the Company intends to structure

the Issuer Tender Offer as a single worldwide tender offer, including the United States.

On July 12, 20 18, the Company' s board of directors approved the Issuer Tender Offer

for cash of 36,363,636 Shares at a price of Rs. 1,100 per Share, for a total amount not

exceeding Rs. 40.0 billion, representing a 10.8% premium to the closing price of the

Shares on the working day immediately prior to the announcement of the board's

decision, and a 14.01 % premium to the closing price of the Shares on July 31, 2018.

(h).

On July 17, 2018, the Company disseminated information materials to all shareholders,

including shareholders in the United States, to seek the requisite shareholder approval

of the Issuer Tender Offer. These information materials contained, among other things,

information relating to the purposes of the Issuer Tender Offer, the main terms of the

Issuer Tender Offer (including the price per Share, the maximum number of Shares

sought and summary procedural information), the source and amount of funds for the

Issuer Tender Offer, and Share ownership information, which is similar to the

information that would otherwise be provided to U .S. shareholders in connection with

a tender offer pursuant to Exchange Act Rule 13e-4. The information materials were

provided by e-mail to all shareholders who had previously elected to receive such

materials electronically, and a physical copy of the information materials was sent by

registered mail to the remaining shareholders. The notice for seeking approval of the

shareholders is available on the website of the Company and the Indian Stock

Exchanges. Shareholder approval was obtained on August 20, 2018.

(i).

As required under the Buy Back Regulations, the Company made a public

announcement of the Issuer Tender Offer on August 21, 2018. In the public

announcement, the Company disclosed the price per Share of the Issuer Tender Offer

and the maximum number of Shares sought in the Issuer Tender Offer. As required,

the public announcement has been published in at least one English national daily

newspaper and one Hindi national daily newspaper, all with wide circulation in New

Delhi where the registered office of the Company is located. The public announcement

is also available on the websites of the Company, SEBI and the Indian Stock Exchanges.

In addition, the Issuer Tender Offer has been the subject of coverage by various news

5

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LATH AM & wAT KI N s LLP

agencies, including Reuters and Bloomberg. On the date the letter of offer is dispatched

to shareholders, the Company undertakes to publish a notice on the website of the Wall

Street Journal disclosing the identity of the Company, price per Share of the Issuer

Tender Offer, the maximum number of Shares sought in the Issuer Tender Offer, the

10 working days during which the offer will be open, that the letter of offer has been

sent to shareholders and that the letter of offer is available on the website of SEBI at

www.sebi.gov.in. As the Issuer Tender Offer has been publicly announced, it cannot

be withdrawn by the Company.

(j).

The Company has set August 31 , 20 18 as the record date for the Issuer Tender Offer,

and the notice of record has been disseminated to the Indian Stock Exchanges and

disclosed in the public announcement of the Issuer Tender Offer dated August 21, 2018,

in accordance with the Buy Back Regulations. In addition, the Company submitted the

draft letter of offer for SEBI's review on August 21 , 2018. In accordance with

Regulation 8(6) of the Buy Back Regulations, SEBI may provide its comments on the

draft letter of offer no later than seven working days from the date of submission of the

draft letter of offer, which time period may be extended should SEBI seek any

clarifications or additional information. After SEBI's review has been completed, the

Company will be bound by strict timelines to carry out the Issuer Tender Offer pursuant

to the Buy Back Regulations.

(k).

The Company will provide the letter of offer to all shareholders at the address registered

with the depositories (either in electronic or physical form, as elected by the

shareholders), including shareholders in the United States, by dispatching it within five

working days from the date of receipt of final comments from SEBI. Consistent with

the manner in which the information materials were provided, and in which the

Company communicates with shareholders regarding ongoing corporate developments,

the letter of offer will be provided by e-mail to all shareholders, including through

custodians in India, where applicable, who have elected to electronically receive

shareholder materials from the Company. We understand that 308 out of the

Company 's 314 U.S. shareholders have elected to receive shareholder materials

electronically at the e-mail addresses of their respective custodians located in India. A

physical copy of the letter of offer will be sent to the remaining six U.S. shareholders

by registered post as well as overnight commercial courier, in both cases to the physical

address of their respective custodians located in India, which addresses are registered

with the Company for purposes of all communications relating to such shareholders'

share ownership, in accordance with Regulation 26(1) of the SEBI (Foreign Portfolio

Investors) Regulations, 20143, with delivery expected to such custodians within 24-48

hours from the date of dispatch of the letter of offer. Based on the Company's

discussions with a number of custodians operating in India, the Company understands

that such custodians would typically use electronic means of communication, such as

e-mail, to promptly forward such shareholder materials to beneficial shareholders in the

United States.

3

Regulation 26(1) of the SES! (Foreign Portfolio Investors) Regulations, 2014 provides that a "foreign

portfolio investor or a global custodian who is acting on behalf of the foreign portfolio investor, shall enter into

an agreement with the designated depository participant engaged by it to act as a custodian of securities, before

making any investment under these regulations".

6

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LATHAM &WATK IN $ LLP

(I).

As required under Regulation 9(3) of the Buy Back Regulations, the Issuer Tender Offer

must be opened within five working days from the date of dispatch of the letter of offer.

The Company confirms that the Issuer Tender Offer will open on the fifth working day

from the date of dispatch of the letter of offer to the holders of the Shares. Accordingly,

between the dispatch of the letter of offer to the shareholders and closure of the Issuer

Tender Offer, 15 working days and business days (or approximately 19 calendar days)

will lapse. Further, between the date of shareholders' approval and closure of the Issuer

Tender Offer, 35 working days, 34 business days and 42 calendar days will lapse.

(m).

The Board of Directors of the Company approved the Issuer Tender Offer on July 12,

2018. The shareholders of the Company approved the Issuer Tender Offer through

postal ballot, the results of which were declared on August 20, 2018. The letter of offer

will include a statement that the Company expresses no opinion as to whether

shareholders should participate in the Issuer Tender Offer and, accordingly, that

shareholders are advised to consult their own advisors to consider participation in the

Issuer Tender Offer.

(n).

All purchases pursuant to the Issuer Tender Offer will be paid for in Indian Rupees,

including holders of Shares who are resident outside India. Payments must be made

within seven working days of the closure of the Issuer Tender Offer as required by the

Buy Back Regulations. Accordingly, the Company expects to start making payments

for accepted bids within seven working days after the Issuer Tender Offer is closed as

the Company's registrar and transfer agent will require approximately three working

days to finish processing the bids. The Company is proceeding on the understanding

that, pursuant to the exemption granted by Exchange Act Rule l 4d-1(d)(2)(iv), payment

within this time period will satisfy the "prompt payment" requirements of Exchange

Act Rule 14e-l(c). As the Company undertakes not to change the offer price per Share

or to increase or decrease the amount of the Shares being sought from what will be set

out in the letter of offer, the Company is not seeking exemptive relief from Exchange

Act Rule 14e-1 (b ).

Conclusion

Issuer tender offers in India, including the Company' s proposed Issuer Tender Offer,

are subject to the Indian regulatory regime as prescribed under the Companies Act, 2013, and

the rules made thereunder, and the Buy Back Regulations as well as shareholders' approval.

Due to the conflict between Rule 14e-l(a) and mandatory Indian law requirements, in the

absence of no-action relief the Issuer Tender Offer cannot be implemented without violating

either the U.S. or Indian regulatory regimes. The Company, accordingly respectfully request

exemptive relief from Rule 14e-l(a) to permit the Company to hold the Issuer Tender Offer

open for a period of 10 working days in accordance with applicable Indian laws and regulations.

The exemptive relief requested will enable the Company to avoid issues arising out of

inconsistencies between Rule 14e-1 (a) and Indian legal requirements with respect to the Issuer

Tender Offer.

*

*

*

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LATHAM &WATK IN 5 LLP

If you have any questions or require any additional information, please contact the

undersigned at +65.6437.5467 or Alexander F. Cohen at (202) 637-2284.

Si~

Raj iv Gupta

of LATHAM & WATKINS LLP

cc:

Manish Anand, HCL Technologies Limited

Alexander F. Cohen, Latham & Watkins LLP

Kranti Mohan, Cyril Amarchand Mangaldas

8

ASIA-DOCS\ I 03584 1535

cyril amarchand mangaldas

RefNo.: 7707

August 31, 2018

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N .E.

Washington, D.C. 20549

U.S.A.

Attention:

Ted Yu, Esq., Chief

Christina E. Chalk, Esq.

Senior Special Counsel, Office of Mergers and Acquisitions

Re: Issuer Tender Offer for Shares of HCL Technologies Limited

Ladies and Gentlemen:

We refer to the letter, dated August 31, 2018 (the "Letter"), sent to the U.S. Securities and

Exchange Commission (the "SEC") by HCL Technologies Limited, a public limited

company organized under the laws oflndia (the "Company") with respect to the proposed

issuer cash partial tender offer (the "Issuer Tender Offer"). In the Letter, the Company

has requested that the staff of the Division of Corporation Finance of the SEC (the "Staff')

to grant ex emptive relief to the Company from certain rules under the Securities Exchange

Act of 1934, as amended (the "Exchange Act"), that may be applicable to the Company

at the time of undertaking the Issuer Tender Offer.

We are acting as advisers to the Company concerning Indian legal matters in connection

with the Issuer Tender Offer. We understand that in connection with the Letter, the SEC

has requested a letter confirming certain statements relating to Indian law, regulation and

practice as set out in the Letter. A copy of the Letter is attached hereto.

We have reviewed the statements relating to Indian laws, regulations and practice as set

out in the Letter and confirm that in our opinion such statements are fair and accurate

summaries of such laws, regulations and practice, and are complete for the purpose of the

Letter. On the basis of the facts set out in paragraph Il(c) of the Letter, we confirm that the

Securities and Exchange Board of India does not have any powers to relax the strict

enforcement of any of the Buy Back Regulations and, therefore, that it may not grant

exemptions allowing the Issuer Tender Offer to remain open for any period exceeding the

fixed period of 10 working days stipulated under the Buy Back Regulations.

We note the following:

The statements relating to Indian laws, regulations and practice as set out in the Letter

consist of summaries of relevant matters of Indian law and regulation, or as the case

cyril amarchand mangaldas

advocates & solicitors

peninsula chambers, peninsula corporate park, ganpacrao kadam marg, lower parel, mumbai - 400 013, india

t: +91 22 2496 4455 f: +91 22 2496 3666 e: cam.mumbai@cyrilshrolf.com w: www.cyrilshrolf.com

other offices: new delhi, bcngaluru, hyderabad, chennai & ahmedabad

cyril amarchand mangaldas

maybe, Indian practice and should not be construed as a comprehensive description of

all law, rules, regulations and practice.

(b ).

Except as set out below, this letter may not be reproduced, referred to, or quoted in any

offering materials, disclosure materials or printed matter related to the Issuer Tender

Offer.

(c).

We consent to this letter being attached to the Letter.

(d).

In rendering this letter, we have reviewed such laws of the Republic of India as we

considered relevant and necessary, and we have not made any investigation of, and do

not express any opinion on, the laws of any jurisdiction other than the laws of the

Republic of India as applicable on the date of this letter.

Yours faithfully,

For Cyril Amarchand Mangaldas

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