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Annual Report 2008-09Corporate Governance Report for the year 2008-09(as required under Clause 49 of the Listing Agreements entered into with Stock Exchanges)The Company’s shares were listed on the National Stock Exchange of India Limited and the Bombay Stock ExchangeLimited on August 25, 2004.I. Company’s Philosophy on Corporate GovernanceII.The Company adheres to good corporate practices and is constantly striving to better them and adopt emergingbest practices. It is believed that adherence to business ethics and commitment to corporate social responsibilitywould help the Company achieve its goal of maximising value for all its stakeholders. By combining ethicalvalues with business acumen, globalisation with national interests and core business with emerging business,the Company aims to be amongst the largest and most respected global corporations. The Company willcontinue to focus its resources, strengths and strategies to achieve its vision of becoming a truly global softwarecompany, while upholding the core values of excellence, integrity, responsibility, unity and understanding, whichare fundamental to the Tata Group.As a part of the Tata Group, the Company has a strong legacy of fair, transparent and ethical governancepractices. The Company has adopted a Code of Conduct for its employees including the Whole-time Directorsand the Managing Director. This Code was amended during the year and the revised Code reflects the effect ofthe rapidly increasing footprint of the Tata Group of Companies across nationalities and geographical boundaries,whilst retaining the ethos of the Tata brand and reputation. In addition, the Company has adopted a Code ofConduct for its Non-Executive Directors. Both these codes are available on the Company’s website. The Company’scorporate governance philosophy has been further strengthened through the Tata Business Excellence Model,the Tata Code of Conduct for Prevention of Insider Trading, as also the Code of Corporate Disclosure Practices.The Tata Code of Conduct for Prevention of Insider Trading has also been amended during the year in line withthe amended Securities and Exchange Board of India (SEBI) Regulations in this regard.The Company has in place an Information Security Policy that ensures proper utilisation of IT resources.The Company is in compliance with the requirements of the revised guidelines on corporate governance stipulatedunder Clause 49 of the Listing Agreements with the Stock Exchanges. With the adoption of a Whistle BlowerPolicy and the setting up of a Nomination Committee and an Executive Committee of the Board, the Companyhas moved ahead in its pursuit of excellence in corporate governance.Board of Directors(i)(ii)(iii)The Company has eleven Directors with a Non-Executive Chairman. Of the eleven Directors,seven (i.e. 63.63%) are Non-Executive Directors and six (i.e. 54.54%) are Independent Directors.The composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into withthe Stock Exchanges and exceeds the percentages prescribed in the said Agreements.None of the Directors on the Board is a Member of more than ten Committees or Chairman of more thanfive Committees across all the companies in which he is a Director. Necessary disclosures regardingCommittee positions in other public companies as on March 31, 2009 have been made by the Directors.The names and categories of the Directors on the Board, their attendance at Board Meetings held duringthe year and the number of Directorships and Committee Chairmanships/Memberships held by them inother companies are given herein below. Other directorships do not include alternate directorships,directorships of private limited companies, Section 25 companies and of companies incorporated outsideIndia. Chairmanships/Memberships of Board Committees include only Audit and Shareholders/InvestorsGrievance Committees.86
Name of Category Number of Board Whether Number of Number of Committeethe Director Meetings during attended last Directorships in other positions held inthe year 2008-09 AGM held on public companies other publicJuly 1, 2008 companiesHeld Attended Chairman Member Chairman MemberMr. R. N. TataNon-(iv)(v)(vi)Seven Board Meetings were held during the year and the gap between two meetings did not exceed fourmonths. The dates on which the Board Meetings were held are as follows:April 21, 2008, July 16, 2008, September 5, 2008, October 22, 2008, December 11, 2008, January 15, 2009and March 9, 2009.None of the Non-Executive Directors have any material pecuniary relationship or transactions with theCompany.During the year, information as mentioned in Annexure 1A to Clause 49 of the Listing Agreements hasbeen placed before the Board for its consideration.87
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Annual Report 2008 - 09agilityina D
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ContentsBoard of Directors 2Our Lea
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Laura M ChaIndependentDirectorDr. R
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N ChandrasekaranChief Operating Off
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Your Company remained focused on he
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"TCS is a valued customer, supplier
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“Nielsen is moving quickly to tra
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Board of DirectorsR N Tata (Chairma
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Management TeamFunctionNameIndustry
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3. DividendBased on the Company's p
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The Company has also been rated by
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11. Corporate SustainabilityIn keep
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13. Corporate Governance Report and
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Annexure to the Directors’ Report
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Expenditure on R&D(Rs. in crore)Yea
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Sr. Name Age Designation Gross Net
Page 37 and 38: Sr. Name Age Designation Gross Net
Page 49 and 50: DECLARATION REGARDING COMPLIANCE BY
Page 51 and 52: Chart 3: IT Services spends by indu
Page 53 and 54: B. FOCUS AREAS OF THE COMPANY1. Vis
Page 55 and 56: 2.6 Organisation: From April 2008,
Page 57 and 58: Company also offers PerformanceMana
Page 59 and 60: 4. R&D and Innovation Labs: TCS est
Page 61 and 62: Chart 24: Diversity: Global work fo
Page 63 and 64: The Company’s ability to bid for
Page 65 and 66: Corporate Governance practices and
Page 67 and 68: TCS LIMITED (UNCONSOLIDATED)RESULTS
Page 69 and 70: eduction in cost of software licens
Page 71 and 72: FINANCIAL POSITION - TCS LIMITED(UN
Page 73 and 74: Deferred tax assets (net)Details of
Page 75 and 76: Cash flow from investing activities
Page 77 and 78: RevenuesRevenues from operationsThe
Page 79 and 80: The primary reasons for the decreas
Page 81 and 82: obligations under finance lease was
Page 83 and 84: Rs.137.03 crore as at March 31, 200
Page 85 and 86: COMPANY'S CONSOLIDATED PERFORMANCE
Page 87: INTERNAL CONTROL SYSTEMS AND THEIR
Page 91 and 92: (v)The composition of the Audit Com
Page 93 and 94: (ix)Group Health Insurance as separ
Page 95 and 96: Capital and revenue budgets and cap
Page 97 and 98: (vi)Market Price Data:High, Low (ba
Page 99 and 100: (xi) Shareholding as on March 31, 2
Page 101 and 102: COMPLIANCE CERTIFICATETO THE MEMBER
Page 103 and 104: ANNEXURE TO THE AUDITORS' REPORT(Re
Page 105 and 106: trading in shares, securities, debe
Page 107 and 108: INCOMEProfit and Loss Account for t
Page 109 and 110: Schedules forming part of the Balan
Page 133 and 134: Schedules forming part of the Profi
Page 135 and 136: SCHEDULE ‘Q’ - NOTES TO ACCOUNT
Page 137 and 138: services are rendered. Revenue from
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3) The Company has given undertakin
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The estimate of future salary incre
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Particulars Geographic Segment (Rs.
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ii) TCS Financial Solutions Austral
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(Rs. in crores)Particulars Holding
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(Rs. in crores)2009 2008Remuneratio
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19) Micro and Small Enterprises(Rs.
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Number of Number of Gross AmountNon
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No. of Shares* Tata Consultancy Ser
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AUDITORS’ REPORT ON CONSOLIDATED
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Consolidated Profit and Loss Accoun
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Schedules forming part of the Conso
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SCHEDULE ‘D’UNSECURED LOANSSche
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e) DepreciationDepreciation other t
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Dividends are recorded when the rig
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Name of the Company Country of Perc
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3) Acquisitions / Divestmenta) On M
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Funded retirement benefits Indian F
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7) Unbilled revenue as at March 31,
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Particulars Geographic Segment (Rs.
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B) Transactions with related partie
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2009 2008(Rs. in crores)(Rs. in cro
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Net loss on derivative instruments
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Rs. in croresSr. Name of the Subsid
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Awards and RecognitionsWall Street
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