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Annual Report 2008-09(vii)Details of investor complaints received and redressed:Opening BalanceReceived Resolved Closingduring the year during the year Balance0 263 263 0VI.Other Committees(i)Ethics and Compliance Committee:In terms of the Company’s Code of Conduct for Prevention of Insider Trading and Code of CorporateDisclosure Practices (Insider Trading Code) to be followed by the directors, officers and other employees,the Company has constituted a committee called Ethics and Compliance Committee. The Committeeconsiders matters relating to the Insider Trading Code and also considers matters relating to the Company’sCode of Conduct (CoC).Monthly Reports are sent to the members of the Committee on matters relating to the Insider TradingCode and the CoC. One meeting of the Ethics and Compliance Committee was held during theyear 2008-09 on December 11, 2008.The composition of the Ethics and Compliance Committee and details of the meetings attended by themembers are given below:NameCategoryNumber of Meetings duringthe year 2008-09HeldAttendedMr. Naresh Chandra, Independent, Non-Executive 1 1ChairmanMr. S. Ramadorai Non-Independent, Executive 1 1Cheif Executive Officer &Managing Director(ii)(iii)(iv)The Board has in 2004 appointed Mr. S. Mahalingam, Chief Financial Officer as the Compliance Officer toensure compliance and effective implementation of the Insider Trading Code.Committee of Directors for Bank Accounts:The Company has constituted a Committee of Directors for Bank Accounts to approve of the opening andclosing of bank accounts of the Company and to authorize persons to operate the bank accounts of theCompany. The Committee comprises Mr. Aman Mehta, (Independent, Non-Executive) and Mr. S. Ramadorai(Non-Independent, Executive).Nominations Committee:A Nominations Committee of the Board has been constituted on January 15, 2007 comprising ofMr. R. N. Tata (Non-Independent, Non-Executive), Mr. V. Thyagarajan (Independent, Non-Executive) andProf. Clayton M. Christensen (Independent, Non-Executive).The Nomination Committee shall be responsible for making recommendations regarding the compositionof the Board and in this regard shall identify Independent Directors to be inducted to the Board and takesteps to refresh the composition of the Board from time to time.No meeting of the Nominations Committee was held during the year.Executive Committee:An Executive Committee of the Board has been constituted on January 15, 2007 comprising Mr. R. N. Tata(Non-Independent, Non-Executive), Mr. S. Ramadorai (Non-Independent, Executive), andProf. Clayton M. Christensen (Independent, Non-Executive) and Dr. Ron Sommer (Independent,Non-Executive). The Executive Committee’s role covers a detailed review of the following matters beforethese are presented to the Board: Business and strategy review; Long-term financial projections and cash flows;92
Capital and revenue budgets and capital expenditure programmes;Acquisitions, divestments and business restructuring proposals;Senior management succession planning;Any other item as may be decided by the Board.A meeting of the Executive Committee was held on March 9, 2009 and was attended by Mr. R.N. Tata,Dr. Ron Sommer and Mr. S. Ramadorai.VII.General Body Meetings(i) General Meeting(a) Annual General MeetingDetails of Meeting Date of Meeting Time of Meeting Venue of MeetingAnnual General June 29, 2006Meeting 2005-06Annual General June 29, 2007 3.30 p.m.Meeting 2006-07Annual General July 1, 2008Meeting 2007-08Birla Matushri Sabhagar19, Sir Vithaldas Thackersey MargNew Marine LinesMumbai 400 020(ii)(iii)(b) Extraordinary General MeetingNo Extraordinary General Meeting of the Members was held during the year.(c) Court Convened Meeting of MembersA Court convened meeting of the Members of the Company was held on October 18, 2005 at11.00 a.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020, in termsof the Order dated August 26, 2005 of the Hon’ble High Court of Judicature at Bombay, for obtainingthe requisite approval of the Members for amalgamation of Tata Infotech Limited with the Company.Postal BallotNo Postal Ballot was conducted during the year.Special ResolutionsAt the Annual General Meeting of the Company held on June 29, 2006, a Special Resolution was passedfor amendment to the Articles of Association of the Company. The resolution was passed with therequisite majority.At the Annual General Meeting of the Company held on June 29, 2007, a Special Resolution was passed inconnection with the place of keeping and inspection of the Registers and Annual Returns of the Company.The resolution was passed with the requisite majority.VIII. Disclosures(i)(ii)(iii)The Board has received disclosures from key Managerial Personnel relating to material, financial andcommercial transactions where they and/or their relatives have personal interest. There are no materiallysignificant related party transactions of the Company which have potential conflict with the interests ofthe Company at large.Details of non-compliance by the Company, penalties, strictures imposed on the Company by theStock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during theperiod from August 25, 2004 to March 31, 2009: NILThe Company has fulfilled the following non-mandatory requirements as prescribed in Annexure I D tothe Clause 49 of the Listing Agreements with the Stock Exchanges:(a) The Company has set up a Remuneration Committee details of which have been given earlier in thisReport.93
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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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Page 43 and 44: 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
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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
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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 and 90: Name of Category Number of Board Wh
Page 91 and 92: (v)The composition of the Audit Com
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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
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Page 135 and 136: SCHEDULE ‘Q’ - NOTES TO ACCOUNT
Page 137 and 138: services are rendered. Revenue from
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Page 141 and 142: The estimate of future salary incre
Page 143 and 144: 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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