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Annual Report 2008-09III.Audit Committee(i)(ii)(iii)(iv)The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of theListing Agreements with the Stock Exchanges read with Section 292A of the Companies Act, 1956.The terms of reference of the Audit Committee are broadly as under:Overview of the Company’s financial reporting process and the disclosure of its financial informationto ensure that the financial statements reflect a true and fair position and that sufficient andcredible information is disclosed.Recommending the appointment and removal of external auditors, fixation of audit fee and alsoapproval for payment for any other services.Discussion with the external auditors before the audit commences, of the nature and scope of auditas well as post-audit discussion to ascertain any area of concern.Reviewing the financial statements and draft audit report, including the quarterly/half-yearly financialinformation.Reviewing with the management the annual financial statements before submission to the Board,focusing primarily on: any changes in accounting policies and practices; major accounting entries based on exercise of judgment by management; qualifications in draft audit report; significant adjustments arising out of audit; the going concern assumption; compliance with accounting standards; compliance with stock exchange and legal requirements concerning financial statements; any related party transactions as per Accounting Standard 18.Reviewing the Company’s financial and risk management policies.Disclosure of contingent liabilities.Reviewing with the management, external and internal auditors, the adequacy of internal controlsystems.Reviewing the adequacy of internal audit function, including the audit charter, the structure of theinternal audit department, approval of the audit plan and its execution, staffing and seniority of theofficial heading the department, reporting structure, coverage and frequency of internal audit.Discussion with internal auditors of any significant findings and follow-up thereon.Reviewing the findings of any internal investigations by the internal auditors into matters wherethere is suspected fraud or irregularity or a failure of internal control systems of a material natureand reporting the matter to the Board.Looking into the reasons for substantial defaults in payments to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors.Reviewing compliances as regards the Company’s Whistle Blower Policy.The Audit Committee Meetings are usually held at the Corporate Office of the Company and are normallyattended by the Managing Director, Executive Director & Chief Financial Officer, other Executive Directors,Vice President (Finance), representatives of the Statutory Auditors and representatives of the InternalAuditors. The Operations Heads are invited to the meetings, as required. The Company Secretary acts asthe Secretary of the Audit Committee.The previous Annual General Meeting of the Company was held on July 1, 2008 and was attended byMr. Aman Mehta, Chairman of the Audit Committee.88
(v)The composition of the Audit Committee and particulars of meetings attended by the members of theAudit Committee are given below:NameCategoryNumber of Meetings duringthe year 2008-09Held AttendedMr. Aman Mehta, Chairman Independent, Non-Executive 8 7Mr. Naresh Chandra Independent, Non-Executive 8 8Mr. V. Thyagarajan Independent, Non-Executive 8 8Dr. Ron Sommer Independent, Non-Executive 8 6 @IV.(vi)Eight Audit Committee Meetings were held during the year. The dates on which the said meetings wereheld are as follows:April 21, 2008, July 1, 2008, July 16, 2008, September 5, 2008, October 22, 2008, December 11, 2008,January 15, 2009 and March 9, 2009.The necessary quorum was present for all the meetings.Remuneration Committee(i) The Company has constituted a Remuneration Committee of Directors.(ii) The broad terms of reference of the Remuneration Committee are as under:a) To approve the annual remuneration plan of the Company;b) To approve the remuneration and commission/incentive remuneration payable to theManaging Director for each financial year;c) To approve the remuneration and annual performance bonus payable to the Chief Financial Officerand the Executive Vice Presidents of the Company for each financial year;d) Such other matters as the Board may from time to time request the Remuneration Committee toexamine and recommend/approve.(iii) The composition of the Remuneration Committee and the details of meetings attended by the membersof the Remuneration Committee are given below:NameCategoryNumber of Meetings duringthe year 2008-09Held AttendedMr. Aman Mehta, Chairman Independent, Non-Executive 1 1Mr. R. N. Tata Non-Independent, Non-Executive 1 1Mr. Naresh Chandra Independent, Non-Executive 1 1(iv) A meeting of the Remuneration Committee was held on April 21, 2008.(v) The Chairman of the Remuneration Committee, Mr. Aman Mehta, was present at the last Annual GeneralMeeting of the Company held on July 1, 2008.(vi) The Company does not have any Employee Stock Option Scheme.(vii) Remuneration Policy:The Company’s remuneration policy is driven by the success and performance of the individual employeeand the Company. Through its compensation programme, the Company endeavours to attract, retain,develop and motivate a high performance workforce. The Company follows a compensation mix of fixedpay, benefits and Economic Value Added Analysis based variable pay. Individual performance pay isdetermined by business performance and the performance of individuals measured through the annualappraisal process.89
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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
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Sr. Name Age Designation Gross Net
Page 39 and 40: 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 and 88: INTERNAL CONTROL SYSTEMS AND THEIR
Page 89: Name of Category Number of Board Wh
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
Page 139 and 140: 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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in a Dynamic Environment - Domain-b

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