Annual Report 2008-09TO THE MEMBERS OFTATA CONSULTANCY SERVICES LIMITEDAUDITORS' REPORT1. We have audited the attached Balance Sheet of TATA CONSULTANCY SERVICES LIMITED (“the Company”)as at March 31, 2009, and also the Profit and Loss Account and the Cash Flow Statement of the Company forthe year ended on that date annexed thereto. These f<strong>in</strong>ancial statements are the responsibility of theCompany’s Management. Our responsibility is to express an op<strong>in</strong>ion on these f<strong>in</strong>ancial statements based on ouraudit.2. We conducted our audit <strong>in</strong> accordance with audit<strong>in</strong>g standards generally accepted <strong>in</strong> India. Those standardsrequire that we plan and perform the audit to obta<strong>in</strong> reasonable assurance about whether the f<strong>in</strong>ancialstatements are free of material misstatement. An audit <strong>in</strong>cludes exam<strong>in</strong><strong>in</strong>g, on a test basis, evidencesupport<strong>in</strong>g the amounts and disclosures <strong>in</strong> the f<strong>in</strong>ancial statements. An audit also <strong>in</strong>cludes assess<strong>in</strong>g theaccount<strong>in</strong>g pr<strong>in</strong>ciples used and significant estimates made by management, as well as evaluat<strong>in</strong>g the overallf<strong>in</strong>ancial statement presentation. We believe that our audit provides a reasonable basis for our op<strong>in</strong>ion.3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India <strong>in</strong>terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose <strong>in</strong> the Annexure a statementon the matters specified <strong>in</strong> paragraphs 4 and 5 of the said Order to the extent applicable.4. Further to our comments <strong>in</strong> the Annexure referred to <strong>in</strong> paragraph 3 above, we report that:(i)(ii)(iii)(iv)(v)(vi)we have obta<strong>in</strong>ed all the <strong>in</strong>formation and explanations, which to the best of our knowledge and beliefwere necessary for the purposes of our audit;<strong>in</strong> our op<strong>in</strong>ion, proper books of account as required by law have been kept by the Company so far as itappears from our exam<strong>in</strong>ation of those books;the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are <strong>in</strong>agreement with the books of account;<strong>in</strong> our op<strong>in</strong>ion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by thisreport comply with the account<strong>in</strong>g standards referred to <strong>in</strong> sub-section (3C) of Section 211 of theCompanies Act, 1956;on the basis of written representations received from the directors, as on March 31, 2009, and taken onrecord by the Board of Directors, we report that none of the directors is disqualified as on March 31,2009 from be<strong>in</strong>g appo<strong>in</strong>ted as a director <strong>in</strong> terms of clause (g) of sub-section (1) of Section 274 of theCompanies Act, 1956; and<strong>in</strong> our op<strong>in</strong>ion and to the best of our <strong>in</strong>formation and accord<strong>in</strong>g to the explanations given to us, the saidaccounts give the <strong>in</strong>formation required by the Companies Act, 1956, <strong>in</strong> the manner so required and givea true and fair view <strong>in</strong> conformity with the account<strong>in</strong>g pr<strong>in</strong>ciples generally accepted <strong>in</strong> India:(a) <strong>in</strong> the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2009;(b) <strong>in</strong> the case of the Profit and Loss Account, of the profit for the year ended on that date; and(c) <strong>in</strong> the case of the Cash Flow Statement, of the cash flows for the year ended on that date.For DELOITTE HASKINS & SELLSChartered AccountantsMumbai, April 20, 2009N. VENKATRAMPartnerMembership No. 71387100
ANNEXURE TO THE AUDITORS' REPORT(Referred to <strong>in</strong> paragraph 3 of our report of even date)(i) (a) The Company has ma<strong>in</strong>ta<strong>in</strong>ed proper records show<strong>in</strong>g full particulars, <strong>in</strong>clud<strong>in</strong>g quantitative details andsituation of fixed assets.(b)(c)Accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us, the fixed assets were physically verified by themanagement <strong>in</strong> accordance with the programme of verification, which <strong>in</strong> our op<strong>in</strong>ion, is reasonablehav<strong>in</strong>g regard to the size of the Company and the nature of its assets. The discrepancies noticed onphysical verification were not material and have been properly dealt with <strong>in</strong> the books of account.There was no disposal of a substantial part of fixed assets.(ii) (a) The Company has conducted physical verification of <strong>in</strong>ventory at reasonable <strong>in</strong>tervals dur<strong>in</strong>g the year.(b)(c)In our op<strong>in</strong>ion and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us, the procedures of physicalverification of <strong>in</strong>ventory followed by the Management are reasonable and adequate <strong>in</strong> relation to thesize of the Company and the nature of its bus<strong>in</strong>ess.In our op<strong>in</strong>ion and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us, the Company is ma<strong>in</strong>ta<strong>in</strong><strong>in</strong>gproper records of <strong>in</strong>ventory and no material discrepancies were noticed on physical verification.(iii)In respect of unsecured loans granted to companies covered <strong>in</strong> the register ma<strong>in</strong>ta<strong>in</strong>ed under Section 301 of theCompanies Act, 1956 and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us -(a)(b)(c)(d)(e)Dur<strong>in</strong>g the year, the Company has given unsecured <strong>in</strong>terest-free loans aggregat<strong>in</strong>g to Rs. 63.65 crores totwo of its wholly owned subsidiaries. The Company has also given unsecured loans aggregat<strong>in</strong>g to Rs. 5.56crores to one of its subsidiary. At the year end, the loans granted to three subsidiaries aggregates to Rs.522.50 crores. The maximum balance outstand<strong>in</strong>g dur<strong>in</strong>g the year is Rs. 598.48 crores.The rates of <strong>in</strong>terest and other terms and conditions are prima facie not prejudicial to the <strong>in</strong>terests ofthe Company.The receipt of the pr<strong>in</strong>cipal amount and <strong>in</strong>terest is as per the terms of the loan agreements and areregular;There are no overdue amounts and hence the provisions of sub-clause (d) of clause 4(iii) of the Order arenot applicable to the Company.The Company has not taken any loans, secured or unsecured, from companies, firms or other partieslisted <strong>in</strong> the register ma<strong>in</strong>ta<strong>in</strong>ed under Section 301 of the Companies Act, 1956. Therefore, the provisionsof sub-clauses (e), (f) and (g) of clause 4 (iii) of the Order are not applicable to the Company.(iv)In our op<strong>in</strong>ion and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us, hav<strong>in</strong>g regard to the explanationsthat some of the items purchased are of special nature and suitable alternative sources do not exist forobta<strong>in</strong><strong>in</strong>g comparable quotations, there are adequate <strong>in</strong>ternal control procedures commensurate with the sizeof the Company and the nature of its bus<strong>in</strong>ess with regard to purchases of <strong>in</strong>ventories and fixed assets and withregard to the sale of goods and services. Dur<strong>in</strong>g the course of our audit, we have not observed any cont<strong>in</strong>u<strong>in</strong>gmajor weakness <strong>in</strong> such <strong>in</strong>ternal controls.(v) (a) To the best of our knowledge and belief and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us,we are of the op<strong>in</strong>ion that the particulars of contracts or arrangements referred to <strong>in</strong> Section 301 of theCompanies Act, 1956 have been entered <strong>in</strong> the register required to be ma<strong>in</strong>ta<strong>in</strong>ed under that section; and(b)Transactions made <strong>in</strong> pursuance of such contracts or arrangements have been made at prices which arereasonable hav<strong>in</strong>g regard to the prevail<strong>in</strong>g market prices at the relevant time.(vi)In our op<strong>in</strong>ion and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us, the Company has not accepteddeposits from the public dur<strong>in</strong>g the year. Therefore, the provisions of clause 4 (vi) of the Order are not applicableto the Company.101