Annual Report 2009 - 10 - Tata Consultancy Services

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Annual Report 2009-10 24 Significant Recognition for TCS CS programs: � �� Sustainability by CSR Asia November 2009. � �� in the fifth year of participation. � �� Reporting Initiative. 12. Corporate Governance Report and Management Discussion and Analysis Statement A report on Corporate Governance is attached to this Report as also a Management Discussion and Analysis statement. 13. Directors’ Responsibility Statement Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 (“Act”), and based on the representations received from the operating management, the Directors hereby confirm that: (i) in the preparation of the Annual Accounts for the year 2009-10, the applicable Accounting Standards have been followed and there are no material departures; (ii) they have selected such accounting policies in consultation with the statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year; (iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the Annual Accounts on a going concern basis. 14. Subsidiary Companies and Consolidated Financial Statements As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21 and 23 issued by The Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate companies and its subsidiaries after elimination of minority interest, as a single entity. The Company has been granted exemption for the year ended March 31, 2010 by the Ministry of Corporate Affairs from attaching to its Balance Sheet, the individual Annual Reports of its subsidiary companies. As per the terms of the Exemption Letter, a statement containing brief financial details of the Company’s subsidiaries for the year ended March 31, 2010 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any Member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any Member of the Company/ its subsidiaries at the Registered Office of the Company and would be posted on the website of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the Head Offices/ Registered Offices of the respective subsidiary companies. The statement containing the list of subsidiaries alongwith brief financial details of the subsidiaries is given on page numbers 172 - 173 of the Annual Report. 15. Fixed Deposits The Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
16. Directors Mr. S. Ramadorai who was the Chief Executive Officer and Managing Director retired on October 5, 2009 as per the Company’s Policy and his terms of appointment. Taking into consideration the contribution made by Mr. Ramadorai during his tenure the Board decided to continue to avail his services and appointed him as the Non-Executive Vice Chairman on the Board of Directors of the Company with effect from October 6, 2009. As per the provisions of Section 260 of the Companies Act, 1956, (Act) Mr. Ramadorai holds office up to the date of the forthcoming Annual General Meeting of the Company. The Company has received notice in writing from a Member under Section 257 of the Act, in respect of Mr. Ramadorai proposing his appointment as a Director of the Company. Mr. N. Chandrasekaran, Executive Director and Chief Operating Officer has been appointed as the Chief Executive Officer and Managing Director with effect from October 6, 2009 for a period of five years. An abstract of the terms and conditions of his appointment and memorandum of interest under Section 302 of the Act have been sent to the Members of the Company in September 2009. Dr. Vijay Kelkar and Mr. Ishaat Hussain have been appointed as Additional Directors on January 5, 2010. Dr. Vijay Kelkar is an Independent Director. As per the provisions of Section 260 of the Companies Act, 1956, these Directors hold office only up to the date of the forthcoming Annual General Meeting of the Company, and are eligible for appointment as Directors. The Company has received notices under Section 257 of the Act, in respect of the above persons, proposing their appointment as Directors of the Company. Resolutions seeking approval of the Members for the appointment of Dr. Vijay Kelkar and Mr. Ishaat Hussain as Directors of the Company have been incorporated in the Notice of the forthcoming Annual General Meeting along with brief details about them. Dr. Ron Sommer, Mrs. Laura M. Cha and Mr. R. N. Tata, Directors, retire by rotation and being eligible have offered themselves for re-appointment. 17. Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants, who are the statutory auditors of the Company, hold office in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. 18. Particulars of employees The information required under Section 217(2A) of the Act and the Rules made thereunder, is provided in an Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary. 19. Conservation of energy, technology absorption, foreign exchange earnings and outgo The particulars as prescribed under section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this Report. 20. Acknowledgements The Directors thank the Company’s customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company. The Directors also thank the Government of India, the Governments of various countries, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation. The Directors appreciate and value the contributions made by every member of the TCS family across the world. On behalf of the Board of Directors, Mumbai R. N. Tata May 24, 2010 Chairman 25
Page 1 and 2: Annual Report 2009 - 10
Page 3 and 4: Contents Board of Directors 2 Finan
Page 5 and 6: C M Christensen Director Director D
Page 7 and 8: Our Leadership Team (Standing - Lef
Page 9 and 10: Dear Members, In a year marked with
Page 11 and 12: Operational Highlights New Services
Page 13 and 14: Retail Serves 5 of Top 10 Global Re
Page 15 and 16: Innovating on the Cloud: Bank in a
Page 17 and 18: Awards and Recognitions Global Medi
Page 19 and 20: Board of Directors R N Tata (Chairm
Page 21 and 22: Management Team Function Name Indus
Page 23 and 24: The Redeemable Preference Shares al
Page 25: Major Ongoing CS initiatives: o Com
Page 29 and 30: Expenditure on R&D Year ended 31.3.
Page 31 and 32: Chart 6: Market sizing and long-ter
Page 33 and 34: global locations in India, China, E
Page 35 and 36: Approximately 45 % of TCS’ busine
Page 37 and 38: a sharper focus on the customer, en
Page 39 and 40: � ��
Page 41 and 42: 2.8.2.5 Asset Based Solutions: Asse
Page 43 and 44: internships and projects to student
Page 45 and 46: all laws and statutory requirements
Page 47 and 48: 3. Working closely with all its glo
Page 49 and 50: Revenues Revenues from Operations T
Page 51 and 52: Revenue Mix Onsite-Offshore India-G
Page 53 and 54: are measured at fair value, at the
Page 55 and 56: The summary of the Company’s segm
Page 57 and 58: Other Segments As at March 31, 2010
Page 59 and 60: Fixed assets Additions to the gross
Page 61 and 62: � ��
Page 63 and 64: COMPANY’S PERFORMANCE TREND (INDI
Page 65 and 66: PERFORMANCE SUMMARY Amount in Rs. C
Page 67 and 68: FINANCIAL PERFORMANCE — UNCONSOLI
Page 69 and 70: � ��
Page 71 and 72: FINANCIAL POSITION — UNCONSOLIDAT
Page 73 and 74: Provision for bad and doubtful debt
Page 75 and 76: � ��
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Name of the Director Category Mr. R
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� ��
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of commission to the Non-Executive
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(vi) Details of investor complaints
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The composition of the Executive Co
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The procedure prescribed under Sect
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(viii) Market Price Data: High, Low
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(xiii) Shareholding as on March 31,
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(xvii) For Shareholders of TCS: A s
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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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e) Depreciation Depreciation other
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k) Research and Development Expendi
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2) a) Particulars of subsidiaries a
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4) The Company has given undertakin
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Funded retirement benefits Indian A
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8) Obligation towards operating lea
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Year ended March 31, 2010 Particula
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� ��
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D) Disclosure of Material Transacti
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17) Commitments i) Estimated amount
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AUDITORS’ REPORT TO THE MEMBERS O
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(x) According to the information an
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Profit and Loss Account for the yea
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Schedules forming part of the Balan
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SCHEDULE ‘G’ (Contd.) Investmen
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SCHEDULE ‘G’ (Contd.) Investmen
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SCHEDULE ‘J’ (Contd.) CASH AND
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Schedules forming part of the Profi
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price and value in use. In assessin
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The use of hedging instruments is g
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The following table sets out the fu
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9) Research and development expendi
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12) Related Party Disclosures A) Re
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V) Key Management Personnel � �
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(Rs. in crores) 2010 2009 Provision
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15) Current tax is net of the write
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23) Information in regard to finish
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In addition to the above Cash Flow
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Balance Sheet Abstract and Company
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Country Proposed Dividend Profit af
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� � � Registered Office: 9th
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Annual Report 2009 - 10 - Tata Consultancy Services

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