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in a Dynamic Environment - Tata Consultancy Services

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ANNEXURE TO THE AUDITORS' REPORT<br />

(Referred to <strong>in</strong> paragraph 3 of our report of even date)<br />

(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 and<br />

situation of fixed assets.<br />

(b) Accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us, the fixed assets were physically verified by the<br />

management <strong>in</strong> accordance with the programme of verification, which <strong>in</strong> our op<strong>in</strong>ion, is reasonable<br />

hav<strong>in</strong>g regard to the size of the Company and the nature of its assets. The discrepancies noticed on<br />

physical verification were not material and have been properly dealt with <strong>in</strong> the books of account.<br />

(c) There was no disposal of a substantial part of fixed assets.<br />

(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.<br />

(b) 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 physical<br />

verification of <strong>in</strong>ventory followed by the Management are reasonable and adequate <strong>in</strong> relation to the<br />

size of the Company and the nature of its bus<strong>in</strong>ess.<br />

(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 Company is ma<strong>in</strong>ta<strong>in</strong><strong>in</strong>g<br />

proper records of <strong>in</strong>ventory and no material discrepancies were noticed on physical verification.<br />

(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 the<br />

Companies Act, 1956 and accord<strong>in</strong>g to the <strong>in</strong>formation and explanations given to us -<br />

(a) 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 to<br />

two of its wholly owned subsidiaries. The Company has also given unsecured loans aggregat<strong>in</strong>g to Rs. 5.56<br />

crores to one of its subsidiary. At the year end, the loans granted to three subsidiaries aggregates to Rs.<br />

522.50 crores. The maximum balance outstand<strong>in</strong>g dur<strong>in</strong>g the year is Rs. 598.48 crores.<br />

(b) The rates of <strong>in</strong>terest and other terms and conditions are prima facie not prejudicial to the <strong>in</strong>terests of<br />

the Company.<br />

(c) 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 are<br />

regular;<br />

(d) There are no overdue amounts and hence the provisions of sub-clause (d) of clause 4(iii) of the Order are<br />

not applicable to the Company.<br />

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties<br />

listed <strong>in</strong> the register ma<strong>in</strong>ta<strong>in</strong>ed under Section 301 of the Companies Act, 1956. Therefore, the provisions<br />

of sub-clauses (e), (f) and (g) of clause 4 (iii) of the Order are not applicable to the Company.<br />

(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 explanations<br />

that some of the items purchased are of special nature and suitable alternative sources do not exist for<br />

obta<strong>in</strong><strong>in</strong>g comparable quotations, there are adequate <strong>in</strong>ternal control procedures commensurate with the size<br />

of 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 with<br />

regard 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>g<br />

major weakness <strong>in</strong> such <strong>in</strong>ternal controls.<br />

(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,<br />

we are of the op<strong>in</strong>ion that the particulars of contracts or arrangements referred to <strong>in</strong> Section 301 of the<br />

Companies 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<br />

(b) Transactions made <strong>in</strong> pursuance of such contracts or arrangements have been made at prices which are<br />

reasonable hav<strong>in</strong>g regard to the prevail<strong>in</strong>g market prices at the relevant time.<br />

(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 accepted<br />

deposits from the public dur<strong>in</strong>g the year. Therefore, the provisions of clause 4 (vi) of the Order are not applicable<br />

to the Company.<br />

101

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