Dataset Viewer
Text
stringlengths 532
10.1k
|
|---|
File: AR_TCS_2014_2015.md # TATA CONSULTANCY SERVICES # Experience certainty: TATA DIGITAL # DEFAULT ANNUAL REPORT 2015 2014 NO_CONTENT_HERE # Board of Directors # Highlights # Memories of the Year # 10 Years since the IPO # Our Leadership Team # Letter from the CEO # Digital Opportunity # Digital Talent Building # Digital Employees # Digital Society # Management Team # Notice # Directors' Report # Management Discussion and Analysis # Corporate Governance Report # Business Responsibility Report # Consolidated Financial Statements # Auditors' Report # Consolidated Balance Sheet # Consolidated Statement of Profit and Loss # Consolidated Cash Flow Statement # Notes forming part of the Consolidated Financial Statements # Unconsolidated Financial Statements # Auditors' Report # Balance Sheet # Statement of Profit and Loss # Cash Flow Statement # Notes forming part of the Financial Statements # Statement under Section 129(3) of the Companies Act, 2013 in Form AOC-1 relating to subsidiary companies # ITCS Annual Report 2014-15 |(Standing - Left to Right)|(Seated - Left to Right)| | | | |---|---|---|---|---| |V Thyagarajan|A Mehta|C M Christensen|C P Mistry|V Kelkar| |Director|Director|Director|Chairman|Director| |R Sommer|I Hussain|N Chandrasekaran|Aarthi Subramanian| | |Director|Director|Chief Executive Officer|Executive Director| | |P A Vandrevala|O P Bhatt| | | | |Director|Director| | | | # Revenue 94,648 crore 15.7% # Net Profit 19,852 crore # Net Margin 21.0% # Market Capitalisation 5,00,249 crore 19.7% # Employee Count 3,15,000+ Total Employees 1,00,000+ Women Employees (33%) Nationalities 122 # Dividend per share including for FY 14 - 15 79 as final dividend* * Proposed TCS Annual Report 2014-15 I 03 # First company in India to have 1,00,000+ women associates With a gender diversity ratio of approximately 33%, TCS crossed the milestone of employing more than 1,00,000 women during FY15, making it one of the largest employers of women in the world. Today, TCS is proud to have a senior woman leader on the board of directors of the Company, several leaders who are playing an active role in business, women managers who are taking the organisation to new heights across the globe as well as many young engineers who are starting their careers with TCS. This provides the platform for more women to take up the mantle of leadership to make this Company even stronger and more diverse. From hiring the first woman engineer from campus back in 1982 to having a women workforce that is larger than the population of more than 25 countries in the world, TCS has pioneered the cause of gender diversity. # Debut edition of the TCS New York City Marathon Attracting 50,000 runners from across the world every year, the TCS New York City Marathon is among the biggest and most prestigious endurance running events in the world. The inaugural edition of this race with TCS as the premier partner was run in 2014. This long-term partnership presents a great way for TCS to elevate its brand beyond the business community and accelerate our engagement with communities across North America to raise awareness about health and fitness. This initiative is symbolic of our continued investment and commitment to North America. # Hon'ble Prime Minister Modi drums up support for India at TCS Japan TCS was honoured to welcome the Honorable Prime Minister of India, Shri Narendra Modi, the Chief Guest at the inauguration of the TCS Japan Technology and Culture Academy, aimed at enhancing the technology knowledge and cultural understanding between Indian and Japanese IT professionals. Images of the Hon'ble PM's spontaneous playing of ceremonial Taiko drums went viral on social media, signalling the increased partnership between India and Japan. TCS Japan was formed in 2014. It is a unique venture formed in partnership with the Mitsubishi Corporation that aims to build a new global scale player with local knowledge in the Japanese IT industry, with TCS having a 51% stake in the new venture. |
# 04 ITCS Annual Report2014-15 # our revenue in FY05 9,748 cr In FY10, it tripled and in FY15 it is almost 10 times (Revenues as of March 31, 2015: 94,648 cr) # 5 Trillion our market cap (Market cap as of March 31, 2015: 850 5,002,493 mn*) the price per share when we went public Today, it is approximately 10,000 (Return on investment of over 1100%) # SERVICES # BRAND # 2014 # our rank among 2nd global IT employers Over $80 bn in market cap (Market cap as of March 31, 2015: $80,285 mn) # oneTCS *As per NSE TCS Annual Report 2014-15 I 05 # N Chandrasekaran Chief Executive Officer and Managing Director # R Gopinathan Chief Financial Officer # Aarthi Subramanian Executive Director # A Mukherjee Executive Vice President and Global Head - HR # 06 ITCS Annual Report 2014-15 # Dear Shareholders, The fiscal year 2014-15 has been a year of milestones and memories for TCS. Your Company has continued to deliver strong performance and further strengthened its position in key markets. This industry-leading performance was achieved in an environment of currency headwinds and a fast changing industry landscape, even as we move into an economic and societal landscape where the Default is Digital. The past year also marked 10 years since the IPO of your Company. To celebrate our journey in the past decade, the board of directors announced a special Dividend of `40 per share on this occasion. This has taken the total dividend paid in FY15 to `79 per share including `24 proposed as final dividend. The giant strides your Company has taken since our listing would not have been possible without the energy and dedication of over 319,000 TCSers. The company announced a special one-time bonus of `2,630 crore for all TCSers with over one year of service in appreciation of their efforts. During the year, your Company grew annual revenues by 15.7% to `94,648 crore, while profit after tax grew 14.3% to `21,912 crore, excluding the impact of the special one-time employee bonus. This further underscores the management's focus on financial management and operating discipline. As a business, your Company continues to develop deeper, more strategic partnerships with global customers by playing the role of a full stakeholder in their business. Our ability to align our teams to the customer's business goals, together with our extensive domain and technology knowledge, has helped us remain relevant to our customers. During the year, we added 5 clients to the $100m+ category, taking the total to 29 clients, while customers in the $50+ and $20+ million bands grew by 15 and 26 respectively. This underscores our ability to build long-lasting partnerships where we add value to the customer's business chain on a sustainable basis and reiterates our preparedness in newer services like Digital. We are at the beginning of a new age where the Default is Digital - an interplay of a phenomenon called "Consumerisation of IT" fuelled by a set of technologies commonly referred to as Social, Mobile, Big Data & Analytics, Cloud, and AI & Robotics. Like the internet revolution and the PC revolution before that, this began as a technological change but is rapidly transforming into a sociological change, driving and impacting practically every facet of our lives and work. During the year, your Company has continued to elevate its position in key markets like North America, the UK, Europe, and Australia. Your Company continues to expand and strengthen its presence in new geographical markets. A significant milestone this year was the creation of Tata Consultancy Services Japan Ltd. as a strategic joint venture with Mitsubishi Corporation. Japan is the world's second largest IT market by spend and a very important component of our integrated global strategy. TCS has strengthened its presence in Japan with 3,500 local associates, new customer relationships, and a partner with shared strategic vision and common values. India continues to show enormous future potential with the government embarking on several digital and e-governance initiatives, but like other emerging markets, the nature of demand continues to be volatile. Today's systems are being shaped by technologies like machine learning and automation; manufacturing is moving to customised 3D printing; commerce is moving. TCS Annual Report 2014-15 I 07 online. Such transformative changes are the drivers of today's global economy, disrupting many traditional firms and indeed industries, driving businesses to change and adapt. |
Your Company has been at the leading edge of the Digital revolution since its inception and has been investing steadily across the spectrum of technologies and domain-led solutions. We anticipated Digital as being a significant transformation opportunity for all our clients across many dimensions of their business. Going forward, new concepts like service-as-a-software, agile platforms and artificial intelligence will play a bigger role in enterprise IT and your Company is well positioned to play a significant role in this journey. With over 319,000 professionals across 60 countries to achieve this, we are building a Digital organisation that is always learning. I am proud to report that on average an employee of your Company spent 10.3 days on training over the last twelve months. Over the last one year, TCSers, including the 23,875 graduates hired, have undergone 2.59 million days of online training in technologies and domains and over 72,000 new certifications were granted to them. Our simplified processes have empowered employees in their ability to control more aspects of their working lives. At the same time, your Company continues to use real-time analytics to track behaviours and impact and make changes as needed. The Digital theme is beginning to dominate what is happening across all facets of society. In some of the following pages, we have attempted to provide glimpses of the type of impact these Digital technologies like mobile and social are having on the manner in which we engage with and hire talent from universities and how we use technology to serve our customers. Digital is also having a big impact on applications that help alleviate some of society's pressing problems. # FY 15 Achievements FY 15 was also a year of memories for your Company and it is my pleasure to share some of these achievements with you. - Your Company's contribution to the communities where TCSers live and work is also increasing in scope and scale - micro-projects in education, health and skills development in cities and communities in India, USA, the UK, Australia, and many others. I am proud to say that your Company contributed approximately `20 crore, including a generous voluntary contribution of `4.5 crore by TCS employees, to relief operations in natural disasters like the J&K Floods relief operation and the HudHud Cyclone relief in Andhra Pradesh. - On a national scale, your Company has pledged `100 crore to the 'Swachh Bharat, Swachh Vidyalaya Abhiyan' to build dedicated sanitation facilities for girl students in adopted government schools. The program is being rolled-out in a phase-wise manner, with 860 schools targeted in Phase-1. - Internationally, our action agenda focuses on STEM education in developed markets - where there is a lack of skilled talent in areas like math and engineering - through policy initiatives, technology platforms and school outreach activities. We are also focused on health as well as wellness in society through your Company's participation in marathons across key global cities like New York, Amsterdam, Chicago and Mumbai. We are extending popular TCS programs like Fit4life to the community by organising campus and corporate running programs. As an organisation, your Company continues to be driven by a strong performance ethic and a strong set of values and behaviours and is committed to delivering excellence to its stakeholders. Our investments in our people, capabilities, technology and infrastructure continue to ensure that your Company remains relevant to our customers and close to their business. I look forward to your support and encouragement to help your Company scale newer heights in the coming years. Lastly, I would also like to thank all TCSers for their professionalism and focus that have made these achievements possible. - Your Company was proud to become one of the few organisations in the world employing more than 100,000 women. Our talent pool's gender diversity ratio of 33% is something we are all proud of and we hope to see more successful women leaders emerge in the future. - Your Company created a record on the Indian bourses by becoming the first Indian company to cross five lakh crore or five trillion rupees in market capitalisation in 2014. |
With warm regards N Chandrasekaran Chief Executive Officer and Managing Director May 21, 2015 08 I TCS Annual Report 2014-15 # AI & SOCIAL MEDIA # MOBILITY & PERVASIVE COMPUTING # CLOUD # ANALYTICS & BIG DATA # The Self-Optimising Supply Chain - Complete and real-time visibility on the supply and demand sides - Agility in responding to changed circumstances - Resilience to disruption # Customer Experience - Location and context awareness to enhance customer experience - Predicting problems and taking timely action to pre-empt them # Personalisation at Scale - Location sensing technologies and 3-D printing to enable "make-to-order" capability at "make-to-plan" cost # Security and Compliance - Product Track and Trace for stronger brand protection and narrower recalls - Compliance with regulatory e-Pedigree mandates TCS Annual Report 2014-15 I 09 Research shows that from high school onwards, students are leading a lifestyle where the Default is Digital. Spending more than an hour on the internet every day with nine of ten students present on social networks, tomorrow's professionals are digitally savvy and expect their future employers to understand and adapt to their digital frame of mind. Taking cognizance of these trends, your Company has started using social platforms, gamification programs and other interactive methods like contests, to create new methods of engagement for students from engineering and other disciplines so that they are able to become high performing IT professionals in the future. With membership of around 7,50,000 students from over 1,500 institutions across the world, Campus Commune is the flagship social network built by TCS to give students an online platform to learn about technology, and connect with like-minded students and teachers through peer-to-peer learning programs. It also uses interactive aspects like contests and quizzes for experiential learning exercises. Campus Commune, which is being extended globally, acts as a real-time interface between students, the academic community and TCS, thus building a continuously evolving, symbiotic eco-system of learning and sharing for the future. # Engineering for Next Generation EngiNX is a niche contest conducted by the Engineering and Industrial Services unit for students from engineering and technological institutes. In 2014, over 18,500 students registered for this contest, which resulted in 11 offers and 16 internships to the winners and finalists. It is a platform not only to create awareness and mindshare among students about the need to innovate constantly in terms of technology to help improve the quality of life, but also a chance to showcase their engineering talents. The Assurance Services unit, to nurture talent, create awareness about careers in assurance and lay a strong foundation for students in the testing space, conducts an annual contest called TESTimony. Through this contest, students can jump-start their career in software testing and assurance, a relatively new career stream in the IT industry. Over 22,300 students registered in 2014, and 16 offers were made to the winners and finalists and 20 internships to participating students. Codevita is a unique code-writing and programming contest conducted for students from across the world to promote the concept of "Programming-As-A-Sport". This annual contest attracted over 1,30,000 registered teams of two each from 19 countries across six continents. Established as a platform for learning in a highly interactive and productive environment, students globally can use this contest to showcase their programming talent to earn recognition and honour. In 2014, at the Global Finals held in Mumbai, the winning team was from the UK, with teams from India and Peru winning the Silver and Bronze respectively. This contest also allows TCS to spot top programming talent, and more than 400 students who participated at the continental and global finals were offered employment and internships. 10 I TCS Annual Report 2014-15 # iConnectiBegin Today's digital enterprises have to align with the work-styles and culture of a new generation of professionals. At your Company, this begins from the way TCSers are inducted into the organisation and trained, to the way they continue to learn and grow in their careers over the long-term. To improve the joining experience of new hires into the organisation and help them settle into their roles quickly, iBegin, the Pre-Joining Digital Platform, is designed to provide an enriching engagement experience from the time a prospective employee accepts employment until he or she joins the organisation. The platform enables your Company to be ready for candidates by providing essentials like laptops, phones and mail ids from day one. |
It is also a tool to connect and collaborate with new employees and the concerned internal stakeholders as well as with internal systems and processes. By providing a uniform platform across all countries to complete pre-joining formalities, iBegin strives to make the joining process more streamlined, leading to greater candidate satisfaction. The programme has had a positive impact on the entire recruitment and joining process. - Close to 5,000 offers rolled out since its inception in March 2015 Mentoring in its myriad forms is an important facet of holistic career progression and planning. iConnect is a platform that helps TCSers at junior to middle career levels connect with senior leaders in order to help them prepare their career plan in line with the organisation's growth goals. Online virtual platforms help young TCSers connect with experts across career streams and business units, to get information, insights and guidance for career and personal growth. It also helps prepare senior and middle level managers to become better people managers and become comfortable and conversant in shaping young careers and creating a sustainable mentoring culture. - 33,000+ employees registered on iConnect till date In line with your Company's commitment to learning in the organisation as well as its desire to re-imagine what TCSers learn in a digital world, iEvolve was launched as the backbone of the new Learning and Competency Management System. iEvolve is a more streamlined and dynamic platform, offering an enriched user experience and improved learning across multiple mediums through an anytime-anywhere model. All employees are encouraged to use the platform to continuously learn and acquire the right competencies to drive growth in their career and realise their potential. - Close to 4,00,000 courses completed. 1,20,000+ competencies acquired Knome is an enterprise social collaboration platform that uses best of breed social networking patterns blended with gamification elements to unleash the collective wisdom of an enterprise. It is built to promote participation and collaboration and enable serendipitous discovery of knowledge. - 2,50,000+ active users on Knome. 11,000+ communities where cross-functional teams collaborate TCS Annual Report 2014-15 I 11 # The rapid devolution of digital technologies driven by mobile phone adoption, cloud technologies and apps is permeating to all sections of society across the world. While public projects like the Passport Seva Kendra highlight how these technologies are making citizen services easier, the trend is permeating into communities and spaces where technology was not extensively used in the era of desktops and servers. # Mobile App for Fisherfolk In partnership with US telecom major Qualcomm, your Company developed the Fisher Friend Mobile Application (FFMA) - a smartphone application for the fisherfolk living on the eastern coast of India. FFMA provides critical information about weather and ocean conditions up to 100 kilometers (about 62 miles) from shore including disaster alerts. It also highlights rich Potential Fishing Zones (PFZs) and current market prices of fish, helping the fishermen make the right sale decisions as well as improve their catch and their income. It is a simple to use application, developed on the popular Android platform and is available for users in English, Tamil and Telugu languages. FFMA is a unique, single window solution for the holistic shore-to-shore needs of the fishing community, providing vulnerable fishermen immediate access to critical, near real-time knowledge and information services. # Social Platform for MillionWomen Mentors In the United States, while women comprise 48% of the US workforce, just 24% are in STEM (Science, Technology, Engineering and Mathematics) fields, a statistic that has held constant for nearly the last decade. To spur interest and bring more women into STEM careers, TCS has partnered with Million Women Mentors, a national effort aimed at increasing the number of girls who opt for STEM degrees at college, with a special focus on minorities and underserved populations. In 2014, TCS built and launched a new web-based platform to help MWM build a stronger pipeline of STEM professionals from school classrooms all the way to corporate boardrooms. The initiative, launched on January 8, 2013, has already recorded more than 1,70,000 pledges to mentor with a goal to establish one million mentors by the year 2016. As the technology partner and proud founding sponsor of MWM, TCS is pleased to have deployed the MWM 2.0 web-portal that enables volunteers to connect with women and girls organisations. Those organisations in turn will connect these mentors with student and professional mentees in a safe environment. |
# Smart Fitness Tracking Applications for Marathons As a partner to many well-known marathons and races in the world, TCS is committed to promoting a healthy lifestyle amongst its employees and in the communities it operates in. To further help athletes and runners in honing their skills and their timings, TCS has deployed a smart-phone based app that helps runners in leading marathons track their performance across the duration of the race. The app is a significant improvement on existing performance tracking apps and was extensively used in the recent TCS New York City Marathon. It was downloaded over 2,58,000 times during the 2014 race and received favourable reviews from runners and their families who used it. The same platform is being used in other prominent running events across the world including the Singapore Marathon, the TCS World 10K Bangalore and the Mumbai Marathon. 12 I TCS Annual Report 2014-15 # Board of Directors - Cyrus Mistry (Chairman) - N Chandrasekaran (CEO and Managing Director) - Aman Mehta - V Thyagarajan - Prof. Clayton M Christensen - Dr. Ron Sommer - Dr. Vijay Kelkar - Ishaat Hussain - O. P. Bhatt - Phiroz Vandrevala - Aarthi Subramanian (Executive Director) # Company Secretary Suprakash Mukhopadhyay # Statutory Auditors Deloitte Haskins & Sells LLP # IFRS Auditors Deloitte Haskins & Sells LLP # Registered Office 9th Floor, Nirmal Building Nariman Point, Mumbai 400 021 Tel : 91 22 6778 9595 Fax : 91 22 6778 9660 Website : www.tcs.com CIN : L22210MH1995PLC084781 # Registrars & Transfer Agents TSR DARASHAW Limited Corporate Office 6-10, Haji Moosa Patrawala Industrial Estate TCS House 20, Dr. E. Moses Road, Mahalaxmi Mumbai 400 011 Tel : 91 22 6656 8484 Fax : 91 22 6656 8494 E-mail: [email protected] Website: www.tsrdarashaw.com # Annual Report 2014-15 # Management Team |Function|Name| |---|---| |Corporate|Chief Executive Officer and Managing Director| | |N Chandrasekaran| | |Executive Director| | |Aarthi Subramanian| |Finance|Rajesh Gopinathan| |Human Resources|Ajoyendra Mukherjee| |Company Secretary and Treasury|Suprakash Mukhopadhyay| |Marketing|John Lenzen| |Communication|Pradipta Bagchi| |Research & Development|K Ananth Krishnan| |Legal|Vishwanathan Iyer| |Geography Heads|North America, United Kingdom and Europe| | |Surya Kant| | |Shankar Narayanan| | |Amit Bajaj| | |Akhilesh Tripathi| | |Sapthagiri Chapalapalli| | |Heinz Gehri| | |Amit Kapur| | |K.Kumaranarayanan| | |Latin America| | |Henry Manzano| | |India, Asia Pacific, Middle-East and Africa| | |Ravi Viswanathan| | |Ujjwal Mathur| | |Varun Kapur| | |Girish Ramachandran| | |Japan| | |AS Lakshminarayanan| |Industry Service Units|Banking and Financial Services| | |K Krithivasan| | |Ramanamurthy Magapu| | |Susheel Vasudevan| | |Insurance and Healthcare| | |Suresh Muthuswami| | |P Syama Sundar| | |Life Sciences, Energy Resources and Manufacturing| | |Debashis Ghosh| | |Jayanta Banerjee| | |Milind Lakkad| | |Telecom, Media, Hi-Tech and Utilities| | |N Sivasamban| | |V Rajanna| | |Kamal Bhadada| | |Nagaraj Ijari| | |Raman Venkatraman| | |Sudheer Warrier| | |Retail & CPG and Travel & Hospitality| File: AR_TCS_2014_2015.md | |Pratik Pal| | |Sudhakar Gudala| | |S Sukanya| |Government|Tanmoy Chakrabarty| |Strategic Growth Units|TCS Financial Services| | |NG Subramaniam| | |iON| | |Venguswamy Ramaswamy| | |Platforms| | |Raj Agrawal| |Service Units|Global Consulting Practice and Enterprise Solutions| | |Krishnan Ramanujam| | |Engineering & Industrial Services| | |Regu Ayyaswamy| | |Infrastructure Services| | |P R Krishnan| | |BPO| | |Dinanath Kholkar| | |Assurance Services| | |Siva Ganesan| | |Digital Solutions| | |Satya Ramaswamy| # Notice Notice is hereby given that the twentieth Annual General Meeting of Tata Consultancy Services Limited will be held on Tuesday, June 30, 2015 at 3.30 p.m. at Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, New Marine Lines, Mumbai 400 020, to transact the following business: 1. To receive, consider and adopt: 1. the Audited Financial Statements of the Company for the financial year ended March 31, 2015, together with the Reports of the Board of Directors and the Auditors thereon; and 2. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2015, together with the Report of the Auditors thereon. 2. To confirm the payment of Interim Dividends (including a special dividend) on Equity Shares and to declare a Final Dividend on Equity Shares for the financial year 2014-15. 3. To appoint a Director in place of Mr. Cyrus Mistry (DIN 00010178), who retires by rotation and, being eligible, offers himself for re-appointment. 4. |
Appointment of Auditors To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Section 139 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, as amended from time to time, the Company hereby ratifies the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-first AGM of the Company to be held in the year 2016 at such remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors." 5. Re-appointment of Mr. N. Chandrasekaran as Chief Executive Officer & Managing Director of the Company To consider and, if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, ("Act"), as amended or re-enacted from time to time, read with Schedule V to the Act, the Company hereby approves the re-appointment and terms of remuneration of Mr. N. Chandrasekaran (DIN 00121863) as the Chief Executive Officer and Managing Director of the Company for a period of five years with effect from October 6, 2014 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. N. Chandrasekaran." "RESOLVED FURTHER that the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution." 6. Appointment of Ms. Aarthi Subramanian as a Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED that Ms. Aarthi Subramanian (DIN 07121802) who was appointed by the Board of Directors as an Additional Director of the Company with effect from March 12, 2015 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ("Act") and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company." # Annual Report 2014-15 # 7. Appointment of Ms. Aarthi Subramanian as an Executive Director of the Company To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), as amended or re-enacted from time to time, read with Schedule V to the Act, the Company hereby approves the appointment and terms of remuneration of Ms. Aarthi Subramanian (DIN 07121802) as an Executive Director of the Company for a period of three years with effect from March 12, 2015 upon the terms and conditions set out in the Explanatory Statement annexed to the Notice convening this Annual General Meeting, (including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of her appointment), with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Ms. Aarthi Subramanian." "RESOLVED FURTHER that the Board or a Committee thereof be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution." # 8. |
Appointment of Branch Auditors To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED that pursuant to the provisions of Section 143(8) and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), as amended from time to time, the Board be and is hereby authorized to appoint as Branch Auditors of any branch office of the Company, whether existing or which may be opened / acquired hereafter, outside India, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditors within the provisions of Section 143(8) of the Act and to fix their remuneration." # Notes: 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") in respect of the business under Item Nos. 4 to 8 of the Notice, is annexed hereto. The relevant details as required under Clause 49 of the Listing Agreements entered into with the Stock Exchanges, of persons seeking appointment / re-appointment as Directors under Items No. 3, 5, 6 and 7 of the Notice, are also annexed. 2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies etc., must be supported by appropriate resolutions / authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. 3. The Register of Members and Transfer Books of the Company will be closed from Tuesday, June 9, 2015 to Saturday, June 13, 2015, both days inclusive. 4. If the Final Dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend will be made on Tuesday, July 7, 2015 as under: 1. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as of the close of business hours on Monday, June 8, 2015; 2. To all Members in respect of shares held in physical form after giving effect to valid transfers in respect of transfer requests lodged with the Company on or before the close of business hours on Monday, June 8, 2015. # 16 Notice # 5. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, TSR DARASHAW Limited (TSRDL) to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to TSRDL. # 6. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or TSRDL for assistance in this regard. # 7. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or TSRDL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be returned to such Members after making requisite changes thereon. # 8. In case of joint holders attending the Meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote. # 9. |
Members seeking any information with regard to the Accounts, are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Meeting. # 10. Transfer of Unclaimed / Unpaid amounts to the Investor Education and Protection Fund (IEPF): Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act, 1956, all unclaimed / unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, as applicable, remaining unclaimed / unpaid for a period of seven years from the date they became due for payment, in relation to the Company and erstwhile TCS e-Serve Limited, which has amalgamated with the Company, have been transferred to the IEPF established by the Central Government. No claim shall be entertained against the IEPF or the Company for the amounts so transferred prior to March 31, 2015. Members who have not yet encashed their dividend warrant(s) pertaining to the Final Dividend for the financial year 2007-08 onwards for the Company and erstwhile TCS e-Serve Limited are requested to make their claims without any delay to TSRDL. It may be noted that the unclaimed Final Dividend for the financial year 2007-08 declared by the Company on July 1, 2008 can be claimed by the shareholders by June 30, 2015 and unclaimed Final Dividend for the financial year 2007-08 declared by TCS e-Serve Limited on December 18, 2008 can be claimed by the Members by December 17, 2015. Members' attention is particularly drawn to the "Corporate Governance" section of the Annual Report in respect of unclaimed dividend. # 11. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. # 12. To support the 'Green Initiative' Members who have not registered their e-mail addresses are requested to register the same with TSRDL / Depositories. # 13. In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed thereunder and the clause 35B of the listing agreement, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL, on all the resolutions set forth in this Notice. In order to enable its Members, who do not have the access to e-voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this Notice, the Company is enclosing a Ballot Form with the Notice. Instructions for Ballot Form are given at the back of the said form and instructions for e-voting are given here in below. Resolution(s) passed by Members through Ballot Forms or e-voting is / are deemed to have been passed as if they have been passed at the AGM. # Annual Report 2014-15 14. Mr. P. N. Parikh of M/s. Parikh & Associates, Practicing Company Secretaries (Membership No. FCS 327), has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process (including the Ballot Form received from the Members who do not have access to the e-voting process) in a fair and transparent manner. 15. The facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting or by ballot form shall be able to exercise their right at the meeting. 16. The Members who have cast their vote by remote e-voting or by ballot form prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. 17. Members can opt for only one mode of voting, i.e., either by Ballot Form or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through Ballot Form shall be treated as invalid. 18. In case a Member is desirous of obtaining a duplicate Ballot Form, he may send an e-mail to [email protected] by mentioning their Folio / DP ID and Client ID No. However, the duly completed Ballot Form should reach the Scrutinizer, Mr. P. N. Parikh of M/s. |
Parikh & Associates at 11th Floor, Air India Building, Nariman Point, Mumbai - 400 021 not later than Monday, June 29, 2015 (5:00 p.m. IST). Ballot Form received after this date will be treated as invalid. 19. The instructions for e-voting are as under: 1. In case a Member receives an e-mail from NSDL (for Members whose email addresses are registered with the Company / Depositories): 1. Open the e-mail and also open PDF file, namely, "TCS e-voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password for e-voting. Please note that the password is an initial password. 2. Open the internet browser and type the following URL: https://www.evoting.nsdl.com 3. Click on Shareholder - Login 4. If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting your vote. 5. If you are logging in for the first time, please enter the user ID and password provided in the PDF file attached with the e-mail as initial password. The Password Change Menu will appear on your screen. Change to a new password of your choice, making sure that it contains a minimum of 8 digits or characters or a combination of both. Please take utmost care to keep your password confidential. 6. Once the e-voting home page opens, click on e-Voting> Active Voting Cycles. 7. Select "EVEN" (E-voting Event Number) of Tata Consultancy Services Limited which is 101783. Now you are ready for e-voting as Cast Vote page opens. 8. Cast your vote by selecting the appropriate option and click on "Submit" and also "Confirm" when prompted. 9. Upon confirmation, the message "Vote cast successfully" will be displayed. 10. Once the vote on a resolution is cast, the Member shall not be allowed to change it subsequently. 11. Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution and / or Authority letter, etc., together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected], with a copy marked to [email protected]. 12. In case of any queries, you may refer the Frequently Asked Questions (FAQs) and e-voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990. # 18 Notice # Instructions for E-Voting # B. In case a Member receives physical copy of the Notice of the AGM (for Members whose e-mail addresses are not registered with the Company / Depositories): 1. Initial password is provided in the enclosed ballot form: EVEN (E-voting Event Number) + USER ID and PASSWORD 2. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. # C. Other Instructions 1. The e-voting period commences on Saturday, June 27, 2015 (9.00 a.m. IST) and ends on Monday, June 29, 2015 (5.00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on June 23, 2015 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he / she shall not be allowed to change it subsequently or cast vote again. 2. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on cut-off date. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting, voting through ballot form, as well as voting at the meeting through ballot. 3. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password by using "Forgot User Details / Password" option available on www.evoting.nsdl.com. 4. |
The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, would count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of conclusion of the meeting, a consolidated Scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same. 5. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.tcs.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), where the shares of the Company are listed. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Vice President and Company Secretary Mumbai April 16, 2015 # Registered Office: 9th Floor, Nirmal Building Nariman Point Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: [email protected] Website: www.tcs.com Notice 19 # Annual Report 2014-15 # Explanatory Statement # (Pursuant to Section 102 of the Companies Act, 2013) As required by Section 102 of the Companies Act, 2013 ("Act"), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 4 to 8 of the accompanying Notice: # Item No. 4 This explanatory statement is provided though strictly not required as per Section 102 of the Act. Deloitte Haskins & Sells LLP (DHS), (ICAI Firm Registration No. 117366W/W-100018), Chartered Accountants, Mumbai were appointed as the statutory auditors of the Company for a period of three years at the Annual General Meeting (AGM) of the Company held on June 27, 2014. As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. Accordingly, ratification of the members is being sought for the proposal contained in the Resolution set out at item no. 4 of the Notice. The Board commends the Resolution at Item No. 4 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMPs is concerned or interested in the Resolution at Item No. 4 of the accompanying Notice. # Item No. 5 At the Annual General Meeting of the Company held on July 2, 2010, the Members had approved the appointment and terms of remuneration of Mr. N. Chandrasekaran as Chief Executive Officer and Managing Director (CEO & MD) for a period of five years from October 6, 2009. The Board of Directors has re-appointed Mr. N. Chandrasekaran as CEO & MD for a further period of five years, with effect from October 6, 2014, subject to the approval of the Members. A brief profile of Mr. N. Chandrasekaran is given below: Mr. Chandrasekaran holds a Bachelor's Degree in Applied Science and a Master's Degree in Computer Applications. He joined the Company on January 27, 1987 and has over 28 years of experience in the software industry and business operations. Prior to his elevation to the position as the Chief Executive Officer and Managing Director of the Company on October 6, 2009, he held the office of the Chief Operating Officer and Executive Director of the Company from September 6, 2007 till October 5, 2009. He has held several key positions within the Company including the position of Executive Vice President and Head, Global Sales and Operations. Under his leadership, the Company has maintained its industry leadership position. The revenues increased from ` 30,029 crore in 2009-10 to ` 94,648 crore in 2014-15 at a compounded annual growth rate (CAGR) of 26%. The net profit during the same period increased from ` 7,001 crore to ` 19,852 crore at a CAGR of 23%. The employee base increased from 1,60,429 as on March 31, 2010 to 3,19,656 as on March 31, 2015. During his tenure, he formulated and successfully executed the Company's global strategy and several key strategic transitions. |
He was responsible for formulating and deploying TCS' full services strategy, expanding the plethora of Company's service offerings, including IT services, IT Infrastructure, Consulting, e-Business, Enterprise Solutions, Remote Infrastructure Management, Business Process Outsourcing and Assurance Services across various industry verticals such as BFSI (Banking, Financial Services and Insurance), Energy, Government, Healthcare, Life Sciences, Manufacturing, Media and Information Services, Resources - Metals, Mining & Construction, Retail, Telecom, Travel, Transportation & Hospitality and Utilities. He also spearheaded the Company's geographic expansion strategy by launching TCS across Europe, Latin America, China and Japan and pioneered the concept of Global Network Delivery ModelTM (GNDM TM), under which TCS has set up software development centres across the globe in Budapest, Montevideo, Sao Paulo, Santiago, Mexico and Hangzhou. File: AR_TCS_2014_2015.md Under his guidance, the Company has refined its corporate sustainability program to focus on education, environment and wellness. The Company has created healthcare solutions for charitable hospitals to help them effectively to improve the level of patient care and use their resources to treat more patients who cannot afford healthcare. Through his active support of major marathons in Boston, Berlin, New York, Chicago, Amsterdam, Mumbai and Bangalore, he has helped in spreading a message of health awareness across the Company's employees globally as well as in the communities it operates in. # Notice Mr. Chandrasekaran is recipient of several awards and recognition in business and academic communities. In 2014-15, he was voted as one of CNBC TV 18 - 'Indian Business Icons', awarded CNN- IBN Indian of the Year 2014 in business category and the "Best CEO for 2014" by Business Today for the second consecutive year. He was conferred with the Honorary Doctorate by JNTU, Hyderabad, India (2014). He has received Honorary Doctorate from Nyenrode Business University, Netherland's top private business school in 2013. Mr. Chandrasekaran has also been conferred honorary degrees by many Indian universities such as the Gitam University, Vishakapatnam, Andhra Pradesh (2013), KIIT University, Bhubaneswar, Odisha (2012) and the SRM University, Chennai, Tamil Nadu (2010). Further details of Mr. Chandrasekaran have been given in the Annexure to this Notice. # A. Tenure of Appointment: The appointment of the CEO & MD is for a period of five years with effect from October 6, 2014. # B. Nature of Duties: The CEO & MD shall devote his whole time and attention to the business of the Company and perform such duties as may be entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the Company and the business of one or more of its associated companies and / or subsidiaries, including performing duties as assigned to the CEO & MD from time to time by serving on the Boards of such associated companies and / or subsidiaries or any other executive body or any committee of such company. # C. Remuneration: # a. Basic Salary: Current Basic Salary of ` 15,00,000 per month; upto a maximum of ` 25,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee ("NRC") or by the NRC on authority of the Board and will be performance-based and take into account the Company's performance as well, within the said maximum amount. # b. Benefits, Perquisites and Allowances: Details of Benefits, Perquisites and Allowances are as follows: - i. Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g gas, electricity and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). - ii. Hospitalisation and major medical expenses, car facility, telecommunication facility and housing loan facility as per Rules of the Company. - iii. Other perquisites and allowances subject to a maximum of 55% of the Basic Salary; this shall include medical allowance, leave travel concession / allowance and other allowances / personal accident insurance / club membership fees. - iv. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. - v. Leave and encashment of unavailed leave as per the Rules of the Company. # c. |
Commission: In addition to Salary, Benefits, Perquisites and Allowances, the CEO & MD would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company, subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the CEO & MD will be based on his performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the annual accounts have been approved by the Board. # D. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the CEO & MD, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites and Allowances and Commission subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto. Notice 21 # Annual Report 2014-15 # E. Other terms of Appointment: 1. The CEO & MD shall not become interested or otherwise concerned, directly or through his spouse and / or children, in any selling agency of the Company. 2. The terms and conditions of the appointment of the CEO & MD may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the CEO & MD, subject to such approvals as may be required. 3. The agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 4. The employment of the CEO & MD may be terminated by the Company without notice or payment in lieu of notice: 1. if the CEO & MD is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which he is required to render services; or 2. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the CEO & MD of any of the stipulations contained in the Agreement; 5. Upon the termination by whatever means of the CEO & MD's employment: 1. the CEO & MD shall immediately cease to hold offices held by him in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall resign as trustee of any trusts connected with the Company; 2. the CEO & MD shall not, without the consent of the Company, at any time thereafter represent himself as connected with the Company or any of the subsidiaries or associated companies. 6. All personnel policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the CEO & MD, unless specifically provided otherwise. 7. The terms and conditions of appointment of the CEO & MD also include clauses pertaining to adherence with the Tata Code of Conduct, non-solicitation and maintenance of confidentiality. 8. If and when the Agreement expires or is terminated for any reason whatsoever, the CEO & MD will cease to be the CEO & MD, and also cease to be a Director. If at any time, the CEO & MD ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the CEO & MD and the Agreement shall forthwith terminate. If at any time, the CEO & MD ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and CEO & MD of the Company. The Board commends the Resolution at Item No. 5 for approval by the Members. None of the Directors or Key Managerial Personnel (KMP) or relatives of directors and KMPs except Mr. Chandrasekaran is concerned or interested in the resolutions at Item No. 5 of the Notice relating to his re-appointment. # Item Nos. 6 and 7: The Board appointed Ms. Aarthi Subramanian, as Additional Director with effect from March 12, 2015. |
The Board has also appointed her as an Executive Director (ED) effective the same date, for a period of three years, subject to the approval of the Members. As per the provisions of Section 161(1) of the Act, she holds office of Additional Director only up to the date of the forthcoming Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160 of the Act proposing her candidature for the office of Director of the Company, along with the requisite deposit. # A brief profile of Ms. Aarthi Subramanian is given below: Ms. Aarthi Subramanian holds a B.Tech in Computer Science from the National Institute Technology, Warangal, A.P. (India) and a Masters Degree in Engineering Management from University of Kansas (USA). She started her career as a graduate trainee in TCS in 1989. In her previous role as Global Head - Delivery Excellence, she was responsible for overall Service Quality, Customer Satisfaction, Service Improvements and all Standards and Certifications across the Company. Prior to this role, she was the Head of Delivery for seven years with the TCS Retail & CPG Business Unit, where she was responsible for several strategic accounts and major clients. She led the team to achieve excellence in customer services through relentless customer focus, rigour in service delivery and pro-active value addition. She has played a key role in setting up SAP Center of Excellence in Chennai. She took over as the Head of the Governance, Compliance and Risk Management in October 2014 to take care of HR and Legal compliances and Internal Controls. # 22 Notice With over 25 years of experience, she has worked in diverse roles in India, Sweden, US and Canada and has rich experience in Account Management, Delivery and Large Program Management. Further details of Ms. Aarthi Subramanian have been given in the Annexure to this Notice. # The main terms and conditions of appointment of Ms. Aarthi Subramanian (hereinafter referred to as an "Executive Director") are given below: # A. Tenure of Appointment: The appointment of the Executive Director is for a period of three years with effect from March 12, 2015. # B. Nature of Duties: The Executive Director shall devote her whole time and attention to the business of the Company and shall perform such duties as may be entrusted to her by the Board from time to time and separately communicated to her and exercise such powers as may be assigned to her, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company and the business of one or more of its associated companies and / or subsidiaries, including performing duties as assigned to the Executive Director from time to time by serving on the Boards of such associated companies and / or subsidiaries or any other executive body or any committee of such a company. # C. Remuneration: a. Basic Salary: Current Basic Salary of ` 3,81,500 per month; upto a maximum of ` 6,00,000 per month. The annual increments which will be effective 1st April each year, will be decided by the Board based on the recommendations of the Nomination and Remuneration Committee ("NRC") or by the NRC on authority of the Board and will be performance-based and take into account the Company's performance as well, within the said maximum amount. b. Benefits, Perquisites & Allowances: Details of Benefits, Perquisites and Allowances are as follows: i. Rent-free residential accommodation (partly furnished or otherwise) with the Company bearing the cost of repairs, maintenance, society charges and utilities (e.g gas, electricity and water charges) for the said accommodation or house rent, house maintenance and utility allowances aggregating 85% of the Basic Salary (in case residential accommodation is not provided by the Company). ii. Hospitalisation and major medical expenses, Car facility, Telecommunication facility and Housing loan facility as per Rules of the Company. iii. Other perquisites and allowances given below subject to a maximum of 55% of the Basic Salary; this shall include medical allowance, leave travel concession / allowance and other allowances / personal accident insurance / club membership fees. iv. Contribution to Provident Fund, Superannuation Fund or Annuity Fund and Gratuity Fund as per the Rules of the Company. v. Leave and encashment of unavailed leave as per the Rules of the Company. c. |
Commission: In addition to Salary, Benefits, Perquisites and Allowances, the Executive Director would be paid such remuneration by way of Commission, calculated with reference to the net profits of the Company in a particular financial year, as may be determined by the Board of the Company subject to the overall ceilings stipulated in Section 197 of the Act. The specific amount payable to the Executive Director will be based on her performance as evaluated by the Board or the NRC and approved by the Board and will be payable annually after the annual accounts have been approved by the Board. # D. Minimum Remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the Executive Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of Salary, Benefits, Perquisites, Allowances and Commission subject to further approvals as required under Schedule V of the Companies Act, 2013, or any modification(s) thereto. # E. Other terms of Appointment: i. The Executive Director shall not become interested or otherwise concerned, directly or through her spouse and / or children, in any selling agency of the Company. ii. The terms and conditions of the appointment of the Executive Director may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under. # Annual Report 2014-15 Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the Executive Director, subject to such approvals as may be required. 1. The Agreement may be terminated by either party by giving to the other party six months' notice of such termination or the Company paying six months' remuneration in lieu thereof. 2. The employment of the Executive Director may be terminated by the Company without notice or payment in lieu of notice: 1. if the Executive Director is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or any subsidiary or associated company to which she is required to render services; or 2. in the event of any serious repeated or continuing breach (after prior warning) or non-observance by the Executive Director of any of the stipulations contained in the Agreement; 3. Upon the termination by whatever means of the Executive Director's employment: 1. the Executive Director shall immediately cease to hold offices held by her in any holding company, subsidiaries or associated companies without claim for compensation for loss of office by virtue of Section 167(1)(h) of the Act and shall resign as trustee of any trusts connected with the Company; 2. the Executive Director shall not without the consent of the Company, at any time thereafter represent herself as connected with the Company or any of the subsidiaries or associated companies. 4. All Personnel Policies of the Company and the related Rules which are applicable to other employees of the Company shall also be applicable to the Executive Director, unless specifically provided otherwise. 5. The terms and conditions of appointment of the Executive Director also include clauses pertaining to adherence with the Tata Code of Conduct, non-solicitation and maintenance of confidentiality. 6. If and when the Agreement expires or is terminated for any reason whatsoever, the Executive Director will cease to be the Executive Director, and also cease to be a Director. If at any time, the Executive Director ceases to be a Director of the Company for any reason whatsoever, she shall cease to be the Executive Director, and the Agreement shall forthwith terminate. If at any time, the Executive Director ceases to be in the employment of the Company for any reason whatsoever, she shall cease to be a Director and Executive Director of the Company. The Board commends the Resolutions at Item Nos. 6 and 7 for approval by the Members. None of the Directors or Key Managerial Personnel or relatives of directors and KMPs except Ms. Aarthi Subramanian is concerned or interested in the resolutions at Item No.6 and 7 of the Notice relating to her appointment. # Item No. 8: The Company has branches outside India and may also open / acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches. |
The Members are requested to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration. The Board commends the Resolution at Item No. 8 for approval by the Members. None of the Directors or key managerial personnel or relatives of directors and KMPs is concerned or interested in the Resolution at Item No.8 of the Notice. By Order of the Board of Directors SUPRAKASH MUKHOPADHYAY Vice President and Company Secretary Mumbai April 16, 2015 # Registered Office: 9 th Floor, Nirmal Building Nariman Point Mumbai 400 021 CIN : L22210MH1995PLC084781 Tel: 91 22 6778 9595 Fax: 91 22 6778 9660 E-mail: [email protected] Website: www.tcs.com 24 Notice # Details of Directors Seeking Appointment / Re-appointment at the Annual General Meeting |Particulars|Mr. Cyrus Mistry|Mr. N. Chandrasekaran|Ms. Aarthi Subramanian| |---|---|---|---| |Date of Birth|July 4, 1968|June 2, 1963|June 26, 1967| |Date of Appointment|April 2, 2012|September 6, 2007|March 12, 2015| |Qualifications|- Graduate degree in Civil Engineering from Imperial College, UK - M. Sc. in Management from London Business School |- Bachelor's degree in Applied Sciences - Master's degree in Computer Applications |- B. Tech in Computer Science - Masters Degree in Engineering Management | |Expertise in specific functional areas|Wide business experience across a variety of industries|Wide experience in Information Technology|Wide experience in Information Technology| |Directorships held in other public companies (excluding foreign companies and Section 8 companies)|- Tata Sons Limited - Tata Industries Limited - The Tata Power Company Limited - Tata Teleservices Limited - Tata Global Beverages Limited - Tata Steel Limited - Tata Motors Limited - Tata Chemicals Limited - The Indian Hotels Company Limited |- C-Edge Technologies Limited - CMC Limited |- CMC Limited | |Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee)|Nil|Nil|Nil| |Number of shares held in the Company|41,63,526|88,528|2,800| Notice 25 # Annual Report 2014-15 To, TSR Darashaw Limited Unit: Tata Consultancy Services Limited 6-10 Haji Moosa Patrawala Industrial Estate, 20 Dr. E. Moses Road, Mahalaxmi, Mumbai 400 011 # Updation of Shareholder Information I / We request you to record the following information against my / our Folio No.: # General Information: |Folio No.:| | |---|---| |Name of the first named Shareholder:| | |PAN: *| | |CIN / Registration No.: *|(applicable to Corporate Shareholders)| |Tel No. with STD Code:| | |Mobile No.:| | |Email Id:| | *Self attested copy of the document(s) enclosed # Bank Details: |IFSC:|(11 digit)| |---|---| |MICR:|(9 digit)| |Bank A/c Type:| | |Bank A/c No.: *| | |Name of the Bank:| | |Bank Branch Address:| | * A blank cancelled cheque is enclosed to enable verification of bank details I / We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect information, I / we would not hold the Company / RTA responsible. I / We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I / We understand that the above details shall be maintained till I / we hold the securities under the above mentioned Folio No. / beneficiary account. Place: ____________________________ Date: Signature of Sole / First holder # Notice # Directors' Report Separator # Directors' Report 27 # Annual Report 2014-15 # Directors' Report To the members, The directors submit annual report of Tata Consultancy Services Limited (the "Company" or "TCS") along with the audited financial statements for the financial year ended March 31, 2015. Consolidated performance of the Company and its subsidiaries has been referred to wherever required. # 1. Financial results | |Unconsolidated| |Consolidated| | |---|---|---|---|---| | |2014-15|2013-14|2014-15|2013-14| |Revenue from operations|73,578.06|64,672.93|94,648.41|81,809.36| |Operating expenditure|52,549.86|43,139.21|70,166.70|56,656.57| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|21,028.20|21,533.72|24,481.71|25,152.79| |Other income (net)|4,466.73|3,114.71|3,229.91|1,636.74| |Finance costs|79.57|23.41|104.19|38.52| |Depreciation and amortisation expense|1,393.77|1,080.55|1,798.69|1,349.15| |Profit before exceptional item and tax|24,021.59|23,544.47|25,808.74|25,401.86| |Exceptional item|528.38|-|489.75|-| |Profit before tax (PBT)|24,549.97|23,544.47|26,298.49|25,401.86| |Tax expense|5,293.01|5,069.55|6,238.79|6,069.99| |Profit for the year before minority interest|19,256.96|18,474.92|20,059.70|19,331.87| |Minority interest|-|-|207.52|168.00| |Profit for the year (PAT)|19,256.96|18,474.92|19,852.18|19,163.87| |Adjustment for amalgamation of acquired subsidiaries|71.78|2,375.22|-|-| |Balance brought forward from previous year|36,420.45|24,602.85|39,504.51|29,529.97| |Amount available for appropriation|55,749.19|45,452.99|59,356.69|48,693.84| |Appropriations| | | | | |Interim dividends on equity shares (excluding tax)|10,772.92|2,349.87|10,772.92|2,349.87| |Proposed dividend on equity shares (excluding tax)|4,700.95|3,917.46|4,700.95|3,917.46| |Dividend on redeemable preference shares (excluding tax)|-|28.76|-|28.76| |Tax on dividends (interim and proposed)|2,591.54|788.96|2,635.69|795.68| |Write back of tax on dividends of prior year|(20.97)|-|(20.97)|-| |Capital redemption reserve|-|100.00|255.57|157.12| |General reserve|1,925.69|1,847.49|1,953.64|1,883.41| |Statutory reserve|-|-|46.24|57.03| |Balance carried to balance sheet|35,779.06|36,420.45|39,012.65|39,504.51| (` 1 crore = ` 10 million) # 2. |
Dividend Based on the Company's performance, the directors are pleased to recommend for approval of the members a final dividend of ` 24 per share for the financial year 2014-15 taking the total dividend to ` 79 per share (previous year ` 32 per share), including a special dividend of ` 40 per share. The final dividend on equity shares, if approved by the members would involve a cash outflow of ` 5,640.86 crores including dividend tax. The total dividend on equity shares including dividend tax for the financial year 2014-15 would aggregate ` 18,065.41 crores (including special dividend and tax thereon), resulting in a payout of 93.81% and ` 8,877.98 crores (excluding special dividend and tax thereon), resulting in a payout of 46.10% of the unconsolidated profits of the Company. # 3. Transfer to reserves The Company proposes to transfer ₹ 1,925.69 crores to the general reserve out of the amount available for appropriation and an amount of ₹ 35,779.06 crores is proposed to be retained in the profit and loss account. # 4. Company's performance On consolidated basis, revenue from operations for the financial year 2014-15 at ₹ 94,648.41 crores was higher by 15.69% over last year (₹ 81,809.36 crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was ₹ 27,109.62 crores excluding a significant adjustment for one-time employee reward, registering a growth of 7.78% over EBITDA of ₹ 25,152.79 crores in 2013-14. The reported EBITDA aggregated ₹ 24,481.71 crores. Profit after tax (PAT) for the year was ₹ 21,911.85 crores excluding the said one-time adjustment for employee reward recording a growth of 14.34% over the PAT of ₹ 19,163.87 crores in 2013-14. The reported PAT aggregated ₹ 19,852.18 crores. On unconsolidated basis, revenue from operations for the financial year 2014-15 at ₹ 73,578.06 crores, was higher by 13.77% over last year (₹ 64,672.93 crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was ₹ 23,354.62 crores excluding the one-time employee reward registering a growth of 8.46% over the EBITDA of ₹ 21,533.72 crores in 2013-14. The reported EBITDA aggregated ₹ 21,028.20 crores. Profit after tax (PAT) for the year was ₹ 21,091.43 crores excluding the said one-time adjustment stated above recording a growth of 14.16% over the PAT of ₹ 18,474.92 crores in 2013-14. The reported PAT aggregated ₹ 19,256.96 crores. # 5. Human resource development File: AR_TCS_2014_2015.md Evolution of digital forces has transformed the way we live and work. TCS has built a digital and vivacious workplace which goes beyond constraints of time and distance. This reimagined workplace has enabled employees to interact and collaborate better with each other, thereby facilitating bonding of the global talent pool and building "One TCS" culture. 'Knome', one of the interaction platforms, has transcended beyond just interaction platform to become an effective tool driving transparency, policy changes and even experimenting and crowd sourcing. It has transformed the way TCSers interact socially or professionally. The Company continues to grow its global scale and footprint with a diverse talent base of 319,656 employees representing 122 nationalities, deployed across 55 countries. From gender diversity point of view, the Company is one of the largest employers of women with 105,481 women employees and a number of senior positions held by women leaders. Efficient systems, processes and continuous investments in technology helps the Company manage this scale and complexity of a large, distributed and diverse workforce. The Company has hired and integrated 67,123 employees across the globe in FY 2014-15. Through its Academic Interface Program (AIP), the Company continues its efforts to strengthen relationship with key institutes globally. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. 'Career Hub' captures the career aspirations of employees and offers a framework to shape and propel their careers. 'Anytime and Anywhere' learning, reinforced through the digital learning ecosystem, help employees to build their competencies across domains and technologies. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization. Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. Company's 'Fit4life' initiative creates a culture of fitness in the organization by helping to build a fraternity of health and fitness conscious employees. 'SafetyFirst' initiative was launched to make Safety and Wellbeing a part of the Company's culture and to change employee behaviour and attitude to safety. |
From self-defence classes to using technology to track vehicles transporting our employees, this initiative promotes several other safety campaigns across the organization to improve safety awareness. Each and every TCSer is urged to reflect on the need to ensure personal safety and security at all times and make sure colleagues are safe too. The Company also launched 'Purpose4life' initiative to consolidate the employee volunteering programs for social cause under one umbrella so that larger programs which empower people to lead a better life could be taken up. # Annual Report 2014-15 Employee inputs from PULSE, TCS' annual global employee satisfaction and engagement survey, are analyzed to gain necessary insight into the needs of the diverse workforce. This helps the Company to design new interventions and take necessary steps to enhance the engagement level. The Company's progressive workforce policies and benefits, various employee engagement and welfare initiatives like Maitree and Employee Assistance Program, have addressed stress management, promoted work life balance and helped the Company maintain a low attrition which was 14.9% during this year. # 6. Quality initiatives Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year. The Company continues to maintain the enterprise-wide highest maturity Level 5 for CMMI-DEV® (Development) version 1.3. The Company was re-assessed enterprise-wide at the highest maturity Level 5 for CMMI-SVC® (Services) version 1.3. The Company successfully achieved the annual enterprise-wide ISO certification for ISO 20000:2011 (Service Management), ISO 9001:2008 (Quality Management), ISO 27001:2013 (Security Management) and ISO 22301:2012 (Business Continuity Management). The Company is enterprise-wide certified for ISO 14001:2004 (Environmental Management) and BS OHSAS 18001:2007 (Occupational Health and Safety Management) which demonstrates TCS' strong commitment to the environment and the occupational health and safety of its employees and business partners. The Company also continues to maintain the industry specific quality certifications viz., AS 9100 (Aerospace Industry), ISO 13485 (Medical Devices) and TL 9000 (Telecom Industry). The cornerstone of these certifications is TCS' integrated quality management system (iQMS) which is the backbone that supports TCS' global network delivery model (GNDMTM). At the annual 'Knowledge Management', India summit, hosted by the Confederation of Indian Industries (CII) in March 2015, the Company was recognized as India's 'Most Admired Knowledge Enterprise' (MAKE) winner (1st place) for a third successive year. The Company has received the prestigious MAKE award for the 10th time in India as well as Asia. The Company also received the Global Independent Operating Unit (IOU) MAKE award for the 5th time in a row. In December 2014, the Company received the 'Excellence Award' in information security in the large IT Service category by the Data Security Council of India (DSCI). # 7. Subsidiary companies The Company has 60 subsidiaries as on March 31, 2015. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company. TCS Foundation was incorporated as wholly-owned subsidiary of the Company on March 13, 2015 under Section 8 of the Act with the sole objective of undertaking Corporate Social Responsibility (CSR) activities of the Company and its subsidiaries. During the year, the process of closure of following wholly-owned subsidiaries, which were not in operation, was completed: - a. Tata Consultancy Services Morocco SARL AU (w.e.f. May 30, 2014) - b. Computational Research Laboratories Inc. (w.e.f. February 18, 2015) - c. TCS Management Pty Ltd. (w.e.f. March 23, 2015). # 30 Directors' Report # Directors' Report During the year, operations of following subsidiaries were reviewed and a restructuring process was carried out: # a. CMC Limited At the respective meetings held on October 16, 2014, the Boards of the Company and its subsidiary CMC Limited (CMC) have approved a scheme of amalgamation between the Company and CMC ("Scheme") proposing amalgamation of CMC with the Company under Sections 391 to 394 of the Companies Act, 1956. The appointed date for the proposed scheme is April 1, 2015. |
Pursuant to an Order of the High Court of Judicature at Bombay, a meeting of the equity shareholders of the Company has been scheduled on April 28, 2015, for the purpose of seeking approval of the shareholders for the Scheme. The shareholders of CMC have, at their meeting held on March 5, 2015, duly approved the Scheme. The Company holds 51.12% stake in CMC. CMC is engaged in procurement, installation, commissioning and maintenance of computer and networking systems, providing education and training, designing, developing and implementing software technologies and applications as well as providing professional services in India and overseas. The amalgamation will enable the Company to consolidate CMC's operations in a single company with rationalized structure, enhanced reach and greater financial strength. As per the terms of the Scheme, shareholders of CMC will receive 79 equity shares of ₹ 1 each of the Company for 100 equity shares of ₹ 10 each of CMC. The swap ratio has been arrived at based on the valuation report prepared by B.S.R. & Associates LLP. The Scheme is subject to court, regulatory, shareholders and other necessary approvals. If approved, the paid-up share capital of the Company, will increase from ₹ 195.87 crores to ₹ 197.04 crores. # b. WTI Advanced Technology Limited Pursuant to the Scheme of Amalgamation sanctioned by the Hon'ble High Court of Bombay vide its order dated March 27, 2015, WTI Advanced Technology Limited (WTI) was amalgamated with the Company with effect from appointed date, April 1, 2014. Consequently, the entire business, assets, liabilities, duties and obligations of WTI have been transferred to and vested in the Company with effect from April 1, 2014. WTI was engaged in information technology and information technology engineering services mainly comprising geographic information systems, computer aided design, engineering services and business associate services which are complementary to the business of the Company. # c. Tata Consultancy Services Japan, Limited Nippon TCS Solution Center Limited, IT Frontier Corporation (ITF) and Tata Consultancy Services Japan Limited merged on July 1, 2014 to form a consolidated entity - Tata Consultancy Services Japan, Limited, wherein Tata Consultancy Services Asia Pacific Pte. Limited (a wholly-owned subsidiary of the Company) holds 51% stake and Mitsubishi Corporation holds the balance 49% stake. ITF, a subsidiary of Mitsubishi, brings its long standing relationships with Japanese corporations, talented workforce and competencies in industries like retail, distribution and trading. This strategic alliance with Mitsubishi has enabled the Company to leverage the mutual strengths in Japanese market to have scale, strong local presence and capability to offer full range of TCS' global services to Japanese customers and accelerate growth in Japan market. # d. Tata Consultancy Services (Africa) (Pty) Limited On September 16, 2014, the Company acquired additional 40% ownership interest in Tata Consultancy Services (Africa) (Pty) Limited (TCS Africa) from Tata Africa Holdings (SA) Pty Limited and thereby making TCS Africa a wholly owned subsidiary of the Company. TCS Africa is the holding company of Tata Consultancy Services (South Africa) (Pty) Limited, which is engaged in IT services and consulting business catering to the customers in South Africa region. # Annual Report 2014-15 # 8. Directors' responsibility statement Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: 1. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; 2. they have selected such accounting policies 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 that period; 3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. they have prepared the annual accounts on a going concern basis; 5. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; 6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. # 9. Directors and key managerial personnel Mr. S. Ramadorai, Vice Chairman, stepped down from the Board of the Company on October 6, 2014 on attaining the age of 70 years as per the Company's policy. He was associated with the Company for over four decades in various capacity. Under his leadership as Chief Executive Officer and Managing Director, TCS was transformed into a global software company. The Board places on record its appreciation of the invaluable contribution and guidance provided by him. Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Aman Mehta, Mr. V. Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Dr. Vijay Kelkar and Mr. O. P. Bhatt were appointed as independent directors at the annual general meeting of the Company held on June 27, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mr. Cyrus Mistry retires by rotation and being eligible has offered himself for re-appointment. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company. Mr. N. Chandrasekaran was appointed the Chief Executive Officer and Managing Director of the Company for a period of five years with effect from October 6, 2009. The Board of Directors at its Meeting held on September 3, 2014, has re-appointed him as the Chief Executive Officer and Managing Director of the Company for a further period of five years from October 6, 2014, subject to the approval of the members. As part of leadership development, Ms. Aarthi Subramanian was appointed as Additional Director with effect from March 12, 2015. The Board has also appointed her as Executive Director with effect from the same date for a period of three years. She is the Global Head of Delivery Excellence Group responsible for governance of service delivery, compliance and risk management. Ms. Aarthi Subramanian holds a B. Tech in Computer Science and a Masters in Engineering Management from University of Kansas (USA) and has over 25 years of experience across multiple industry solutions in different markets. # 32 Directors' Report The resolutions seeking approval of the Members for the appointment of Mr. N. Chandrasekaran and Ms. Aarthi Subramanian have been incorporated in the notice of the forthcoming annual general meeting of the Company along with brief details about them. The Company has received a notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Ms. Aarthi Subramanian. Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director, Mr. Rajesh Gopinathan, Chief Financial Officer and Mr. Suprakash Mukhopadhyay, Company Secretary as key managerial personnel of the Company were formalised. # 10. Number of meetings of the board Seven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. # 11. Board evaluation The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. |
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. # 12. Policy on directors' appointment and remuneration and other details The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report. # 13. Internal financial control systems and their adequacy The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report. # 14. Audit committee The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report. # 15. Auditors Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, Deloitte Haskins & Sells LLP, ('DHS LLP'), Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the nineteenth annual general meeting (AGM) of the Company held on June 27, 2014 till the conclusion of the twenty second AGM to be held in the year 2017, subject to ratification of their appointment at every AGM. Directors' Report 33 # Annual Report 2014-15 # 16. Auditors' report and secretarial auditors' report The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure which forms part of this report. # 17. Risk management The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report. # 18. Particulars of loans, guarantees and investments The particulars of loans, guarantees and investments have been disclosed in the financial statements. # 19. Transactions with related parties None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure I in Form AOC-2 and the same forms part of this report. # 20. Corporate social responsibility The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure II of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company. # 21. Extract of annual return As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III in the prescribed Form MGT-9, which forms part of this report. # 22. Particulars of employees The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below: |a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:|Non-executive directors|Ratio to median remuneration| |---|---|---| |Mr. Cyrus Mistry|-| | |Mr. S. Ramadorai (up to October 5, 2014)*|-| | |Mr. Aman Mehta|48.92| | |Mr. V. Thyagarajan|36.20| | |Prof. Clayton Christensen|30.33| | |Dr. Ron Sommer|37.18| | |Dr. Vijay Kelkar|27.40| | |Mr. Ishaat Hussain|34.25| | |Mr. O. P. Bhatt|26.42| | |Mr. Phiroz Vandrevala|9.78| | |Executive directors| | | |Mr. |
N. Chandrasekaran|416.51| | |Ms. Aarthi Subramanian (w.e.f. March 12, 2015)*|-| | *Since this information is for part of the year, the same is not comparable. # 34 Directors' Report # b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year: |Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary|% increase in remuneration in the financial year| |---|---| |Mr. Cyrus Mistry|-| |Mr. S. Ramadorai (Up to October 5, 2014)*|-| |Mr. Aman Mehta|47.1| |Mr. V. Thyagarajan|48.0| |Prof. Clayton Christensen|63.2| |Dr. Ron Sommer|52.0| |Dr. Vijay Kelkar|40.0| |Mr. Ishaat Hussain|40.0| |Mr. O. P. Bhatt|28.6| |Mr. Phiroz Vandrevala|25.0| |Mr. N. Chandrasekaran, Chief Executive Officer and Managing Director|13.9| |Ms. Aarthi Subramanian, Executive Director (w.e.f. March 12, 2015)*|-| |Mr. Rajesh Gopinathan, Chief Financial Officer|57.2| |Mr. Suprakash Mukhopadhyay, Company Secretary|20.5| * Since this information is for part of the year, the same is not comparable. # c. The percentage increase in the median remuneration of employees in the financial year: 4.6% # d. The number of permanent employees on the rolls of Company: 319,656 # e. The explanation on the relationship between average increase in remuneration and Company performance: On an average, employees received an annual increase of 10% in India. The individual increments varied from 6% to 14%, based on individual performance. Employees outside India received wage increase varying from 2% to 6%. The increase in remuneration is in line with the market trends in the respective countries. In order to ensure that remuneration reflects Company performance, the performance pay is also linked to organization performance, apart from an individual's performance. # f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: |Aggregate remuneration of key managerial personnel (KMP) in FY15 (` crores)|24.81| |---|---| |Revenue (` crores)|73,578.06| |Remuneration of KMPs (as % of revenue)|0.03| |Profit before Tax (PBT) (` crores)|24,549.97| |Remuneration of KMP (as % of PBT)|0.10| # g. Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year: |Particulars|March 31, 2015|March 31, 2014|% Change| |---|---|---|---| |Market Capitalisation ( ` crores)|498,897.81|416,866.28|19.68| |Price Earnings Ratio|25.13|21.79|15.33| Directors' Report # Annual Report 2014-15 # h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer: |Particulars|March 31, 2015|August 19, 2004|August 19, 2004|% Change*| |---|---|---|---|---| |Market Price (BSE)|2,547.05|850.00|212.50|1,098.61| |Market Price (NSE)|2,553.95|850.00|212.50|1,101.86| *Adjusted for 1:1 bonus issue in 2006 and 2009 # i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: The average annual increase was around 10%. However, during the course of the year, the total increase is approximately 14%, after accounting for promotions and other event based compensation revisions. Increase in the managerial remuneration for the year was 13.9%. # j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: | |Mr. N. Chandrasekaran, Chief Executive Officer|Ms. Aarthi Subramanian, Executive Director (w.e.f. March 12, 2015)|Mr. Rajesh Gopinathan, Chief Financial Officer|Mr. Suprakash Mukhopadhyay, Company Secretary| |---|---|---|---|---| |Remuneration in FY15 (` crores)|21.28|0.07|2.15|1.31| |Revenue (` crores)|73,578.06|73,578.06|73,578.06|73,578.06| |Remuneration as % of revenue|0.03|-|0.003|0.002| |Profit before Tax (PBT) (` crores)|24,549.97|24,549.97|24,549.97|24,549.97| |Remuneration (as % of PBT)|0.09|-|0.01|0.01| # k. The key parameters for any variable component of remuneration availed by the directors: The members have, at the AGM of the Company on June 27, 2014 approved payment of commission to the non-executive directors within the ceiling of 1% of the net profits of the Company as computed under the applicable provisions of the Act. The said commission is decided each year by the board of directors and distributed amongst the non-executive directors based on their attendance and contribution at the board and certain committee meetings, as well as the time spent on operational matters other than at meetings. File: AR_TCS_2014_2015.md # l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: None. # m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company. # n. |
The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary. # Directors' Report # 23. Disclosure requirements As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report. As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report. Details of the familiarization programme of the independent directors are available on the website of the Company (URL: www.tcs.com/investors). Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.tcs.com/investors). Policy on dealing with related party transactions is available on the website of the Company (URL: www.tcs.com/investors). The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.tcs.com/investors). # 24. Deposits from public The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. # 25. Conservation of energy, technology absorption, foreign exchange earnings and outgo # Conservation of energy: TCS continues to work on reducing carbon footprint in all its areas of operations through initiatives like (a) green infrastructure, (b) green IT (data centers, laptops and servers etc), (c) operational energy efficiency, (d) procurement of renewable energy through onsite solar power generating units. TCS continues to add LEED certified green buildings to its real estate portfolio. Green data center continues to be a focus area with data center power management initiative extended to 23 key data centers. FY15 saw operational efficiency emerging as a main pillar for achieving the target. TCS leveraged its IT capabilities with the remote energy monitoring centre (REMC) initiative, involving real time monitoring and controls aided by smart meters and MIS, to optimise the operational energy efficiency across its offices. The initiative covered 90 TCS offices which account for over 98% of our total power consumption. The estimated savings achieved in the FY15 was approximately 10 million units. TCS was recognised for its commitment to climate change management and improvement in carbon performance with inclusion in the Global 500 Carbon Performance Leadership Index (CPLI) 2014 published by CDP. This is the second year in a row that TCS has been included in this prestigious index. TCS has enterprise wide certification under IS0 14001:2004 (Environmental Management System) for its 100 offices globally. Data on reduction in energy consumption and consequent reduction in carbon footprint have been provided in the Business Responsibility Report. # Technology absorption, adaption and innovation: The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology. # Research and Development (R&D): Specific areas in which R&D was carried out by the Company As the digital customer is disrupting business models in several industries today, TCS research and innovation teams are working with business units on meeting this challenge. Two key business units, banking & financial services and insurance & healthcare will have their own innovation units on the established 4E model. This will help the Company to scale up innovation in these specific domains in a structured way, supplementing innovation at the corporate level. The Company hopes to deploy innovation management in other industry units in a phased manner. 'Intelligent Cities' initiative has grown this year to meet the needs of several global governments looking for # Annual Report 2014-15 intelligent infrastructures. |
TCS iCity Lab, in collaboration with Singapore Management University has achieved its major research objectives across the intelligent city domain, including citizen frameworks for ageing and chronic disease management, as well as personalised community healthcare services. To enable better user experience TCS' 'Accessibility CoE' released a set of tools based on universal design. TCS innovation has invested in an application programming interfaces (APIs) initiative as APIs are seen as the building blocks of a digital enterprise. Several TCS explore projects in research areas of software, applications and systems progressed creating more IPR for the Company. In the software area, researchers are mining operational process models to facilitate training and transformation and also modelling human behaviour in the workplace. Research in the applications area deepened explorations in several areas including 'Enterprise Contextual Intelligence', 'Digital Health' and 'Digital Manufacturing'. The systems research team worked on 'Analytics as a Service', 'Human Sensing', 'Performance Prediction and Optimization' among other things. Many mature projects have moved from research to business. One example of close coupling of TCS research and business is: TCS Research's 'Energy Carbon View Tool' and engineering and industrial services unit's 'Data Acquisition and Management System' have together been implemented in more than 75 buildings to monitor and save energy. TCS researchers published 300+ quality papers in various journals and conferences. 509 patents were filed this year taking the tally of filed patents to 2,277. Total number of granted patents is 206. TCS 'Co-Innovation Network' has expanded its footprint to include Canada, Finland, Israel and the London Financial Technologies (FinTech) hubs. Many co-innovation events including a start-up boot camp for FinTech companies was held this year. TCS research scholar programme is supporting 200 PhD scholars and the programme has been extended for the next five years. TCS research has been socialized well in FY15. Our flagship event in North America, The 'TCS Innovation Forum 2014', was well received with 185 clients and partners attending, 'TCS Evangelize' held 39 innovation days and workshops for customers. TCS continues to be in Forbes list of Top 100 innovation companies. It scored 96 percentile in innovation management on the Dow Jones Sustainability Index. A 'TCS Research Solution' won the best demo award for mobile based blood pressure monitor at SenSys 2014, Memphis, USA. TCS was placed in CII's Industrial Innovation Awards List for 2014. Looking forward, TCS R&D will deepen exploration in current areas of research that have yielded benefits to customers and explore new areas in software, applications and systems. # Expenditure on R&D TCS innovation labs are located in India and other parts of the world. These R&D centers, as certified by Department of Scientific & Industrial Research (DSIR) function from Pune, Chennai, Bengaluru, Delhi- NCR, Hyderabad, Kolkata and Mumbai. Expenditure incurred in the R&D centers and innovation centers during the financial year 2014-15 and 2013-14 are given below: | |Expenditure on R&D and innovation|Unconsolidated| |Consolidated| | |---|---|---|---|---|---| | | |2014-15|2013-14|2014-15|2013-14| |a. Capital| |1.06|1.17|1.76|1.84| |b. Recurring| |191.56|175.14|223.31|197.07| |c. Total R&D expenditure (a+b)| |192.62|176.31|225.07|198.91| |d. Innovation center expenditure#| |620.62|636.41|684.18|714.85| |e. Total R&D and innovation expenditure (c+d)| |813.24|812.72|909.25|913.76| |f. R&D and innovation expenditure as a percentage of total turnover| |1.11%|1.26%|0.96%|1.12%| # Includes activities for customers at project locations # Foreign exchange earnings and outgo Export revenue constituted 93.37% of the total unconsolidated revenue in financial year 2014-15 (93.16% in financial year 2013-14). |Foreign exchange earnings and outgo|2014-15|2013-2014| |---|---|---| |a. Foreign exchange earnings|71,818.32|62,260.84| |b. CIF Value of imports|570.61|622.56| |c. Expenditure in foreign currency|24,745.56|20,275.40| # Acknowledgement The directors thank the Company's employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the TCS family. On behalf of the board of directors, Mumbai Cyrus Mistry April 16, 2015 Chairman Directors' Report 39 # Annual Report 2014-15 # Annexure I # Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) # Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto: 1. |
Details of contracts or arrangements or transactions not at arm's length basis: Tata Consultancy Services Limited (TCS) has not entered into any contract or arrangement or transaction with its related parties which is not at arm's length during financial year 2014-15. 2. Details of material contracts or arrangement or transactions at arm's length basis: 1. Name(s) of the related party and nature of relationship: Tata America International Corporation (TAIC), wholly owned subsidiary of TCS. 2. Nature of contracts / arrangements / transactions: IT/ITES Services 3. Duration of the contracts / arrangements / transactions: Contract dated March 21, 1995 as amended on January 1, 2015 which is ongoing. 4. Salient terms of the contracts or arrangements or transactions including the value, if any: TCS shall 1. provide IT/ITES services to the existing and new clients of TAIC, 2. diligently perform the contract in timely manner and provide services in accordance with the work order issued by TAIC, 3. submit invoices on monthly basis for the services provided for each project as per the terms of contract and TAIC shall promptly pay the same, 4. be responsible for all the expenses incurred in connection with providing its services and 5. comply with the local, state and federal laws and regulations applicable while providing services. 5. Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into in the ordinary course of business and on arm's length basis. 6. Amount paid as advances, if any: Nil On behalf of the board of directors, Mumbai April 16, 2015 Cyrus Mistry Chairman # Directors' Report # Annexure II # ANNUAL REPORT ON CSR ACTIVITIES # 1. A brief outline of the company's CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes: TCS' CSR policy is aimed at demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation. Also embedded in this objective is support to the disadvantaged/marginalized cross section of the society by providing opportunities to improve their quality of life. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. In India, the CSR projects carried out in FY 2014-15 such as training of J&K youth to promote employability, providing functional literacy to adults, technology support to cancer research institutes and hospitals, training of women to encourage entrepreneurship, education of underprivileged children, construction of sanitation facilities in rural schools, support to disaster relief efforts, etc. have benefitted the target communities across the country. Details of the CSR policy and projects or programmes undertaken by the Company are available on the website of the Company. In other countries of operation, the Company's CSR projects are designed and implemented to address the needs of the local community. Projects such as goIT, IT Futures and work experience programme have been created to specifically address the STEM education skill gap. The Company's global CSR expenditure and details of global programmes are elaborated in the Business Responsibility Report. # 2. The composition of the CSR committee: The Company has a CSR committee of directors comprising of Mr. Cyrus Mistry, Chairman of the Committee, Mr. O. P. Bhatt and Mr. N. Chandrasekaran. # 3. Average net profit of the company for last three financial years for the purpose of computation of CSR: ₹ 14,250 crores. # 4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ₹ 285 crores # 5. Details of CSR spent during the financial year: a. Total amount to be spent for the financial year: ₹ 285 crores b. Amount unspent: ₹ 66 crores Some of the large programmes such as providing hygienic sanitation facilities for girl students in schools across the country are multi-year projects. c. Manner in which the amount spent during the financial year: Attached # 6. In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report. Please refer to item no. 5(b) above. # 7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company. |
We hereby declare that implementation and monitoring of the CSR policy are in compliance with CSR objectives and policy of the Company. N. Chandrasekaran Chief Executive Officer and Managing Director Cyrus Mistry Chairman, Corporate Social Responsibility Committee Mumbai April 16, 2015 Directors' Report 41 # 5(c) Manner in which amount spent during the financial year is detailed below: |Sr. No.|CSR Project or Activity|Sector in which the project is covered|Projects or programs identified|Amount Outlay (budget)|Amount spent on the projects or programs|Cumulative Amount Spent :|Expenditure Direct or through implementing agency| |---|---|---|---|---|---|---|---| |1.|Training and educating children, women, and elderly, differently-abled, including special education and enhancing vocational skills|Promoting education|Pan India|43,90,00,000|32,43,36,801|32,43,36,801|Direct: ` 30,54,17,425 Through implementing agency: ` 1,89,19,376| |2.|Disaster relief, tech support for hospitals including cancer institutes, financing hygienic sanitation|Eradicating hunger, poverty and malnutrition|Pan India|1,00,00,00,000|1,88,45,3684|18,84,53,684|Direct| |3.|Childline software support to track missing children|Promoting gender equality, empowering women|Pan India|26,00,000|25,79,011|25,79,011|Direct| |4.|Tree plantation drive|Ensuring environmental sustainability, ecological balance|Velas and Mumbai (Maharashtra) & Chennai (Tamil Nadu)|5,00,000|4,74,300|4,74,300|Direct| |5.|Contribution to the Prime Minister's National Relief Fund|Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government|Pan India|1,59,00,000|1,48,67,748|1,48,67,748|Direct| |6.|Contribution to TCS Foundation and other Trusts|Various sectors covered by Schedule VII of the Companies Act, 2013|Pan India|1,50,00,00,000|1,53,93,58,920|1,53,93,58,920|Direct through TCS Foundation| |7.|Support for the restoration and renovation of the national heritage, art and culture|Protection of national heritage, art and culture|Mumbai (Maharashtra)|4,20,00,000|1,68,00,000|3,36,00,000|Through Implementation Agency| |Sub-total|Sub-total|Sub-total|Sub-total|3,00,00,00,000|2,08,68,70,464|2,10,36,70,464| | |Overhead|Overhead|Overhead|Overhead|9,73,09,442|9,81,49,442| | | |Total CSR Spend|Total CSR Spend|Total CSR Spend|Total CSR Spend|2,18,41,79,906|2,20,18,19,906| | | # Directors' Report # Annexure III # Form No. MGT-9 # EXTRACT OF ANNUAL RETURN # as on the financial year ended on March 31, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] # I. REGISTRATION AND OTHER DETAILS: - i. CIN: L22210MH1995PLC084781 - ii. Registration Date: January 19, 1995 - iii. Name of the Company: Tata Consultancy Services Limited - iv. Category / Sub-Category of the Company: Company Limited by shares / Indian Non-Government Company - v. Address of the Registered office and contact details: - 9th Floor, Nirmal Building, - Nariman Point, - Mumbai 400 021. - Tel: 91 22 6778 9595, - Fax: 91 22 6778 9660 - Email: [email protected] - Website: www.tcs.com - vi. Whether listed company: Yes - vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: - TSR DARASHAW Limited - 6-10, Haji Moosa Patrawala Industrial Estate - 20, Dr. E. Moses Road, - Mahalaxmi - Mumbai 400 011 - Tel: 91 22 6656 8484, - Fax: 91 22 6656 8494 - Email: [email protected] - Website: www.tsrdarashaw.com # II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated: |Sl. No.|Name and Description of main products / services|NIC Code of the Product / service|% to total turnover of the company| |---|---|---|---| |1.|Computer Programming, Consultancy and Related Activities|620|100| Directors' Report 43 # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES - Annual Report 2014-15 |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |1.|Tata Sons Limited Bombay House, 24, Homi Modi Street, Mumbai 400 001|U99999MH1917PLC000478|Holding|73.69|2(46)| |2.|CMC Limited PTI Building, 5th floor, 4 Sansad Marg, New Delhi- 110001, India|L72200AP1975PLC001970|Subsidiary|51.12|2(87)| |3.|APONLINE Limited Kohinoor, e-Park Plot No.1, Jubilee Gardens, Hyderabad -500081, Andhra Pradesh, India|U75142AP2002PLC039671|- do -|89|2(87)| |4.|C-Edge Technologies Limited Palm Centre, Banyan Park, Suren Road, Andheri East, Mumbai 400 093, Maharashtra, India|U72900MH2006PLC159038|- do -|51|2(87)| |5.|MP Online Limited Nirupam, Shopping Mall, 2nd Floor, Ahmedpur, Hoshangabad Road, Bhopal - 462026, Madhya Pradesh, India|U72400MP2006PLC018777|- do -|89|2(87)| |6.|TCS e-Serve International Limited 9th Floor, Nirmal Building, Nariman Point, Mumbai 400021, Maharashtra, India|U72300MH2007PLC240002|- do -|100|2(87)| |7.|MahaOnline Limited Directorate of Information Technology, Mantralaya Annex, 7th Floor, Mumbai - 400032, Maharashtra India|U72900MH2010PLC206026|- do -|74|2(87)| |8.|TCS Foundation Nirmal, 9th floor, Nariman Point, Mumbai 400 021 Maharashtra, India|U74999MH2015NPL262710|- do -|100|2(87)| |9.|Tata Consultancy Services (Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|Not applicable|- do -|100|2(87)| |10.|Tata Consultancy Services (South Africa) (PTY) Ltd. 39 Ferguson Road, Illovo, Johannesburg 2196, South Africa|- do -|- do -|75|2(87)| |11.|Tata Consultancy Services Qatar S. S. C. 935 Al Fardan Office Tower, Al Fardan 61, P.O. Box No. 31316, Doha, State of Qatar|- do -|- do -|100|2(87)| |12.|Tata Consultancy Services Asia Pacific Pte Ltd. |
60, Anson Road, # 18-01, Mapletree Anson Singapore 079914|- do -|- do -|100|2(87)| |13.|Tata Consultancy Services Malaysia Sdn Bhd Level 8, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia|- do -|- do -|100|2(87)| |14.|Tata Consultancy Services (China) Co., Ltd. 1st floor, Tower D 3rd Block Zhongguancun Software Park Building No. 9, No. 8 Dongbeiwang West Road, Haidian District, Beijing, Peoples Republic of China|- do -|- do -|90|2(87)| |15.|PT Tata Consultancy Services Indonesia Gedung Menara Prima Lt.6 Unit F, Jl. Dr. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan Kel. Kuningan Timur, Kec. Setiabudi Jakarta Selatan 12950|- do -|- do -|100|2(87)| # Directors' Report # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (Contd.) |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |16.|Tata Consultancy Services (Thailand) Limited 32/46, Sino-Thai Tower, 18th Floor, Sukhumvit 21 Road (Asoke) Road, Klongtoey-Nua Sub-District, Wattana District, Bangkok|- do -|- do -|100|2(87)| |17.|Tata Consultancy Services (Philippines) Inc. 10th Floor Accralaw Tower, 30th St., cor 2nd Ave. E-Square IT Zone, Crescent Park West, Bonifacio Global City, Taguig City Philippines 1634|- do -|- do -|100|2(87)| |18.|Tata Consultancy Services Japan, Ltd. 4th Floor, 38 Masonic Mt Building, 4-1-4 Shibakoen, Minato Ku, Tokyo 105-8551, Japan|- do -|- do -|51|2(87)| |19.|Tata Consultancy Services Canada Inc. 5750, Explorer Drive, Suite 200, Mississauga, Ontario, L4W 0A9, Canada|- do -|- do -|100|2(87)| |20.|Tata Consultancy Services De Espana S.A. Edificio Cuzco III Paseo de la Castellana 135, 2ª planta. 28046 Madrid, Spain|- do -|- do -|100|2(87)| |21.|Tata Consultancy Services Deutschland GmbH Messeturm, D-60308 Frankfurt a.M., Germany|- do -|- do -|100|2(87)| |22.|Tata Consultancy Services Netherlands BV Symphony Towers, 20th Floor, Gustav Mahlerplein 85-91, 1082 MS Amsterdam The Netherlands|- do -|- do -|100|2(87)| |23.|Tata Consultancy Services Sverige AB Mäster Samuelsgatan, 42 SE 111 57, Sweden|- do -|- do -|100|2(87)| |24.|Tata Consultancy Services Belgium SA Boulevard Brand, Whitlock 87, Box-3, 1200 Woluwe- St. Lambert, Brussels, Belgium|- do -|- do -|100|2(87)| |25.|TCS Italia SRL Via Dei Piatti, 4, C/o. Business Centre Thurma, 20123 Milano, Italy|- do -|- do -|100|2(87)| |26.|Diligenta Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| |27.|Tata Consultancy Services Portugal Unipessoal Limitada Av. José Gomes Ferreira, 15.7 U, 1495-139 Algés Portugal|- do -|- do -|100|2(87)| |28.|Tata Consultancy Services Luxembourg S.A Rue Pafebruch 89D, L - 8308 Capellen, Luxembourg|- do -|- do -|100|2(87)| |29.|Tata Consultancy Services Switzerland Ltd Thurgauerstrasse 36/38, 8050 Zurich, Switzerland|- do -|- do -|100|2(87)| |30.|Tata Consultancy Services France S.A.S. Tour Franklin - La Defense, 8 100-101 Quartier Boieldieu, 92042 Paris La Defense Cedex, Paris 92053, France|- do -|- do -|100|2(87)| |31.|Diligenta 2 Limited Lynch Wood, Peterborough, Cambridgeshire, PE2 6FY, United Kingdom|- do -|- do -|100|2(87)| Directors' Report 45 # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (Contd.) |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |32.|Tata Consultancy Services Osterreich GmbH Schottengasse 1, 1010 Wien, Austria|- do -|- do -|100|2(87)| |33.|Tata Consultancy Services Danmark ApS C/o CityCallCenter ApS, Hammerensgade 1, 2, 1267 Kobenhavn K, Denmark|- do -|- do -|100|2(87)| |34.|Alti S.A. 88 de Villers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |35.|PLANAXIS TECHNOLOGIES INC 505, Boulevard de la Maisonneuve, Ouest H3A 3C2 Montréal (Quebec), Canada|- do -|- do -|100|2(87)| |36.|ALTI HR S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |37.|ALTI INFRASTRUCTURES SYSTEMES & RESEAUX S.A.S. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |38.|ALTI NV Lenneke Marelaan 6 - 1932 Zaventem, (Belgium)|- do -|- do -|100|2(87)| |39.|TESCOM (France) Software Systems Testing S.A.R.L. 88, rue de Villiers, 92300 Levallois Perret, Paris, France|- do -|- do -|100|2(87)| |40.|ALTI Switzerland S.A. Avenue Louis-Casaî - Genève, (Suisse)|- do -|- do -|100|2(87)| |41.|TEAMLINK Struikheidestraat 2, 8020 Hertsberge - Belgique (Belgium)|- do -|- do -|100|2(87)| |42.|TCS FNS Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |43.|TCS Financial Solutions Australia Holdings Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |44.|TCS Financial Solutions Australia Pty Limited Level 6, 76 Berry Street, North Sydney, NSW 2060 Australia|- do -|- do -|100|2(87)| |45.|PT Financial Network Services Menara Prima # 16 - F, Jl. DR. Ide Anak Agung Gde Agung Blok 6.2, Kawasan Mega Kuningan, Jakarta Selatan, 12950 - Indonesia|- do -|- do -|100|2(87)| |46.|TCS Financial Solutions Beijing Co., Ltd. |
(04) Floor 3, 10 Futong East Street, Chaoyang District, Beijing, Postcode 100102, Peoples Republic of China|- do -|- do -|100|2(87)| |47.|TCS Iberoamerica SA Colonia 1329; piso 3, Montevideo, Uruguay.|- do -|- do -|100|2(87)| |48.|TCS Solution Center S.A. Ruta 8 km 17500, Zonamerica, Ed 60, Ecuador|- do -|- do -|100|2(87)| |49.|Tata Consultancy Services Argentina S.A. Uspallata 3046; Ciudad Autónoma de Buenos Aires, Argentina (CP: C1437JCJ)|- do -|- do -|99.99|2(87)| Directors' Report # III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES (Contd.) |Sr. No.|Name and Address of the Company|CIN / GLN|Holding / Subsidiary / Associate|% of shares held|Applicable Section| |---|---|---|---|---|---| |50|Tata Consultancy Services De Mexico S.A., De C.V. Av. Insurgentes Sur 664, 2nd Floor, Colonia Del Valle, México, D.F., México (Postal Code: 03100)|- do -|- do -|100|2(87)| |51|TCS Inversiones Chile Limitada Curico 18, Santiago, Chile|- do -|- do -|99.99|2(87)| |52|Tata Consultancy Services Do Brasil Ltda Av. Aruanã, 70. Tamboré - Barueri; São Paulo, Brazil (Postal Code: 06460-010)|- do -|- do -|100|2(87)| |53|Tata Consultancy Services Chile S.A. Curicó 18, piso 3, Oficina 502, Santiago, Chile|- do -|- do -|100|2(87)| |54|TATASOLUTION CENTER S.A Francisco Salazar E10-61 and Camilo Destruge Building INLUXOR 7th Floor; Quito, Ecuador|- do -|- do -|100|2(87)| |55|TCS Uruguay S.A. Colonia 1329; Piso 3, Montevideo, Uruguay (Postal Code: 11100)|- do -|- do -|100|2(87)| |56|MGDC S.C. Avenue Tizoc No.97, Colonia Ciudad del Sol; Zapopan Jalisco, México, (Postal Code: 45050)|- do -|- do -|100|2(87)| |57|Tata America International Corporation 101, Park Avenue, 26th Floor, New York 10178, U.S.A.|- do -|- do -|100|2(87)| |58|CMC Americas Inc 4354 South Sherwood Forest Building, Suit No 175, Baton Rouge, Louisiana 70816, U.S.A.|- do -|- do -|100|2(87)| |59|TCS e-Serve America, Inc Corporation Trust Center, 1209, Orange Street, Wilmington, New Castle County, Delaware - 19801 U.S.A.|- do -|- do -|100|2(87)| File: AR_TCS_2014_2015.md |60|MS CJV Investments Corporation C/o CSC Services of Nevada, Inc., (Commercial Registered Agent), 502 East John Street, Carson City, NV 89706, U.S.A.|- do -|- do -|100|2(87)| |61|CMC eBiz Inc Suit No. 400, Stonebridge Plaza II, 9600 North MoPac Expressway, AUSTIN, Texas-78759, U.S.A.|- do -|- do -|100|2(87)| Directors' Report 47 # Annual Report 2014-15 # IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) # i. Category-wise Share Holding |Category of Shareholders|No.of Shares held at the beginning of the year i.e 01.04.2014|No.of Shares held at the end of the year i.e 31.03.2015|% of Total Shares|Change during the year| |---|---|---|---|---| |A. Promoters| | | | | |a. Individuals / Hindu Undivided Family|0|0|0|0| |b. Central Government / State Governments(s)|0|0|0|0| |c. Bodies Corporate|1,445,813,486|1,445,813,486|73.814|0.000| |d. Financial Institutions / Banks|0|0|0|0| |e. Others - Trust|1,607,624|1,607,624|0.082|0.000| |Sub-Total (A) (1)|1,447,421,110|1,447,421,110|73.896|0.000| |2. Foreign| | | | | |a. Individuals (Non-Resident Individuals / Foreign Individuals)|0|0|0|0| |b. Bodies Corporate|0|0|0|0| |c. Institutions|0|0|0|0| |d. Qualified Foreign Investor|0|0|0|0| |e. Others - Trust|0|0|0|0| |Sub-Total (A) (2)|0|0|0|0| |Total Shareholding of Promoter and Promoter Group (A)|1,447,421,110|1,447,421,110|73.896|0.000| |B. Public Shareholding| | | | | |1. Institutions| | | | | |a. Mutual Funds / UTI|24,601,696|17,187,315|1.256|-0.379| |b. Financial Institutions / Banks|411,889|481,037|0.021|0.004| |c. Central Government / State Governments(s)|378,954|495,610|0.019|0.006| |d. Venture Capital Funds|0|0|0|0| |e. Insurance Companies|79,667,652|73,858,592|4.067|-0.297| # Directors' Report |Category of Shareholders|No. of Shares held at the beginning of the year i.e 01.04.2014|No. of Shares held at the end of the year i.e 31.03.2015|% of Total Shares|Change during the year| |---|---|---|---|---| |Foreign Institutional Investors|Demat: 315,454,993 Physical: 0 Total: 315,454,993|Demat: 292,590,035 Physical: 0 Total: 292,590,035|16.105|-1.167| |Foreign Venture Capital Investors|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Qualified Foreign Investor|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Foreign Portfolio Investors (Corporate)|Demat: 0 Physical: 0 Total: 0|Demat: 39,280,903 Physical: 0 Total: 39,280,903|2.005|2.005| |Any Other (specify)|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Sub-Total (B) (1)|Sub-Total (B) (1)|Sub-Total (B) (1)|Sub-Total (B) (1)|Sub-Total (B) (1)| | |Demat: 420,515,184 Physical: 4,476 Total: 420,519,660|Demat: 423,893,492 Physical: 4,476 Total: 423,897,968|21.469|0.172| |Non-Institutions| | | | | |Bodies Corporate|Demat: 8,524,831 Physical: 208,182 Total: 8,733,013|Demat: 6,631,652 Physical: 217,004 Total: 6,848,656|0.446|-0.096| |Individuals -| | | | | |i. Individual shareholders holding nominal share capital upto ` 1 lakh|Demat: 63,985,173 Physical: 1,080,740 Total: 65,065,913|Demat: 63,515,258 Physical: 1,004,954 Total: 64,520,212|3.322|-0.028| |ii. Individual shareholders holding nominal share capital in excess of ` 1 lakh|Demat: 13,974,714 Physical: 0 Total: 13,974,714|Demat: 14,053,858 Physical: 0 Total: 14,053,858|0.713|0.004| |Qualified Foreign Investor|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |Any Other|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |i. Trusts|Demat: 971,612 Physical: 0 Total: 971,612|Demat: 1,168,608 Physical: 0 Total: 1,168,608|0.050|0.010| |ii. Foreign Companies|Demat: 28 Physical: 0 Total: 28|Demat: 28 Physical: 0 Total: 28|0.000|0.000| |iii. |
Clearing Members / Clearing House|Demat: 2,041,929 Physical: 0 Total: 2,041,929|Demat: 817,539 Physical: 0 Total: 817,539|0.104|-0.063| |Sub-total (B) (2)|Sub-total (B) (2)|Sub-total (B) (2)|Sub-total (B) (2)|Sub-total (B) (2)| | |Demat: 89,498,287 Physical: 1,288,922 Total: 90,787,209|Demat: 86,186,943 Physical: 1,221,958 Total: 87,408,901|4.635|-0.172| |Total Public Shareholding (B) = (B)(1)+(B)(2)|Demat: 510,013,471 Physical: 1,293,398 Total: 511,306,869|Demat: 510,080,435 Physical: 1,226,434 Total: 511,306,869|26.104|0.000| |TOTAL (A)+(B)|Demat: 1,957,434,581 Physical: 1,293,398 Total: 1,958,727,979|Demat: 1,957,501,545 Physical: 1,226,434 Total: 1,958,727,979|100.000|0.000| |Shares held by Custodians and against which Depository Receipts have been issued|Demat: 0 Physical: 0 Total: 0|Demat: 0 Physical: 0 Total: 0|0|0| |GRAND TOTAL (A)+(B)+(C)|Demat: 1,957,434,581 Physical: 1,293,398 Total: 1,958,727,979|Demat: 1,957,501,545 Physical: 1,226,434 Total: 1,958,727,979|100.000| | # Annual Report 2014-15 # ii. Shareholding of Promoters |Sr. No.|Shareholder's Name|Shareholding at the beginning of the year 01.04.2014|Shareholding at the end of the year 31.03.2015|% change in shareholding during the year| |---|---|---|---|---| |1.|Tata Sons Limited|No. of Shares: 1,443,451,698 % of total Shares of the company: 73.69 % of Shares Pledged/en-cumbered to total shares: 1.33|No. of Shares: 1,443,451,698 % of total Shares of the company: 73.69 % of Shares Pledged/en-cumbered to total shares: 1.46|0.00| |2.|Jamsetji Tata Trust|No. of Shares: 1,160,280 % of total Shares of the company: 0.06 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 1,160,280 % of total Shares of the company: 0.06 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |3.|Tata Industries Limited|No. of Shares: 1,029,700 % of total Shares of the company: 0.05 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 1,029,700 % of total Shares of the company: 0.05 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |4.|AF-Taab Investment Company Limited|No. of Shares: 633,352 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 633,352 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |5.|Tata Investment Corporation Limited|No. of Shares: 590,452 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 590,452 % of total Shares of the company: 0.03 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |6.|Navajbai Ratan Tata Trust|No. of Shares: 447,344 % of total Shares of the company: 0.02 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 447,344 % of total Shares of the company: 0.02 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |7.|Tata International Limited|No. of Shares: 83,232 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 83,232 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |8.|Tata Steel Limited|No. of Shares: 24,400 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 24,400 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |9.|Tata Power Company Limited|No. of Shares: 452 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 452 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |10.|Tata Capital Limited|No. of Shares: 200 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|No. of Shares: 200 % of total Shares of the company: 0.00 % of Shares Pledged/en-cumbered to total shares: 0.00|0.00| |Total|Total|No. of Shares: 1,447,421,110 % of total Shares of the company: 73.90 % of Shares Pledged/en-cumbered to total shares: 1.33|No. of Shares: 1,447,421,110 % of total Shares of the company: 73.90 % of Shares Pledged/en-cumbered to total shares: 1.46|0.00| # iii. Change in Promoters' Shareholding (please specify, if there is no change) |1.|At the beginning of the year| |---|---| |2.|Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):| |3.|At the end of the year| Shareholding at the beginning of the year |No. of shares|% of total shares of the company| |---|---| | | | There is no change in Promoters' Shareholding between 01.04.2014 to 31.03.2015 # 50 Directors' Report # iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): |Sr. No.|Top 10 Shareholders*|Shareholding at the beginning of the year|Cumulative Shareholding end of the year| |---|---|---|---| |1.|Life Insurance Corporation of India|No. of shares: 49,312,497 % of total shares of the company: 2.51|No. of shares: 48,141,245 % of total shares of the company: 2.46| |2.|Franklin Templeton Investment Funds|No. |
of shares: 23,316,367 % of total shares of the company: 1.19|No. of shares: 21,945,979 % of total shares of the company: 1.12| |3.|Abu Dhabi Investment Authority|No. of shares: 15,254,486 % of total shares of the company: 0.78|No. of shares: 16,325,578 % of total shares of the company: 0.83| |4.|Oppenheimer Developing Markets Fund|No. of shares: 9,916,961 % of total shares of the company: 0.51|No. of shares: 10,977,181 % of total shares of the company: 0.56| |5.|Government of Singapore|No. of shares: 9,811,302 % of total shares of the company: 0.50|No. of shares: 9,095,739 % of total shares of the company: 0.46| |6.|Vanguard Emerging Markets Stock Index Fund, a series of Vanguard International Equity Index Fund|No. of shares: 8,237,765 % of total shares of the company: 0.42|No. of shares: 8,550,350 % of total shares of the company: 0.44| |7.|Aberdeen Global Indian Equity (Mauritius) Limited|No. of shares: 11,400,000 % of total shares of the company: 0.58|No. of shares: 8,465,000 % of total shares of the company: 0.43| |8.|Lazard Asset Management LLC A/C Lazard Emerging Markets Portfolio|No. of shares: 7,768,771 % of total shares of the company: 0.40|No. of shares: 7,793,168 % of total shares of the company: 0.40| |9.|National Westminster Bank Plc As Depositary of First State Asia Pacific Leaders Fund a sub Fund of First State Investments ICVC|No. of shares: 6,965,138 % of total shares of the company: 0.36|No. of shares: 7,706,168 % of total shares of the company: 0.39| |10.|Stichting Pensioenfonds Abp|No. of shares: 7,078,171 % of total shares of the company: 0.36|No. of shares: 4,284,492 % of total shares of the company: 0.22| *The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder. # v. Shareholding of Directors and Key Managerial Personnel: |Sr. No.|Folio/Beneficiary Account no|Name of the ShareHolder|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---|---| |1.|IN300167-10033607|Mr. Cyrus Pallonji Mistry|1-Apr-2014|At the beginning of the year|No. of shares: 2,250,000 % of total shares of the company: 0.11|No. of shares: 2,250,000 % of total shares of the company: 0.11| | |IN300360-21724244|Mr. Cyrus Pallonji Mistry|31-Mar-2015|At the end of the year| |No. of shares: 2,250,000 % of total shares of the company: 0.11| | | |Total :| | |No. of shares: 4,163,526 % of total shares of the company: 0.21|No. of shares: 4,163,526 % of total shares of the company: 0.21| |2.|IN302638-10006854|Mr. S. Ramadorai|1-Apr-2014|At the beginning of the year|No. of shares: 199,120 % of total shares of the company: 0.01|No. of shares: 199,120 % of total shares of the company: 0.01| | | | |05-Oct-2014|Retired as Director and Vice Chairman of the Company w.e.f 06-Oct-2014| |No. of shares: 199,120 % of total shares of the company: 0.01| |3.|IN300095-10105315|Mr. N. Chandrasekaran|1-Apr-2014|At the beginning of the year|No. of shares: 78,528 % of total shares of the company: 0.00|No. of shares: 78,528 % of total shares of the company: 0.00| | |IN302902-42164138|Mr. N. Chandrasekaran|31-Mar-2015|At the end of the year|No. of shares: 10,000 % of total shares of the company: 0.00|No. of shares: 10,000 % of total shares of the company: 0.00| | | |Total :| | |No. of shares: 88,528 % of total shares of the company: 0.00|No. of shares: 88,528 % of total shares of the company: 0.00| Directors' Report # Annual Report 2014-15 # Shareholding Pattern |Sr. No.|Folio/Beneficiary Account no|Name of the ShareHolder|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---|---| |4.|IN300644-10041586|Mr. Ishaat Hussain|1-Apr-2014|At the beginning of the year|No. of shares: 1,740 % of total shares of the company: 0.00|No. of shares: 1,740 % of total shares of the company: 0.00| | | | |31-Mar-2015|At the end of the year| |No. of shares: 1,740 % of total shares of the company: 0.00| | | | | |Total:|No. of shares: 1,740 % of total shares of the company: 0.00|No. of shares: 1,740 % of total shares of the company: 0.00| |5.|IN302902-40431894|Ms. Aarthi Subramanian|1-Apr-2014|At the beginning of the year|No. of shares: 2,800 % of total shares of the company: 0.00|No. of shares: 2,800 % of total shares of the company: 0.00| | | | |31-Mar-2015|At the end of the year| |No. of shares: 2,800 % of total shares of the company: 0.00| | | | | |Total:|No. of shares: 2,800 % of total shares of the company: 0.00|No. of shares: 2,800 % of total shares of the company: 0.00| # Key Managerial Personnel |Sr. |
No.|Folio/Beneficiary Account no|Name of the ShareHolder|Date|Reason|Shareholding at the beginning of the year|Cumulative Shareholding during the year| |---|---|---|---|---|---|---| |1.|IN300183-11011075|Mr. Rajesh Gopinathan|1-Apr-2014|At the beginning of the year|No. of shares: 130 % of total shares of the company: 0.00|No. of shares: 130 % of total shares of the company: 0.00| | | | |31-Mar-2015|At the end of the year| |No. of shares: 130 % of total shares of the company: 0.00| | | | | |Total:|No. of shares: 130 % of total shares of the company: 0.00|No. of shares: 130 % of total shares of the company: 0.00| # V. INDEBTEDNESS Indebtedness of the Company including interest outstanding / accrued but not due for payment | |Secured Loans excluding deposits|Unsecured Loans| | | |Deposits|Total Indebtedness| | |---|---|---|---|---|---|---|---|---| |Indebtedness at the beginning of the financial year|i. Principal Amount: 113.96| | | |1.52|11.33| |126.81| | |ii. Interest due but not paid| | | | | | | | | |iii. Interest accrued but not due| | |-|0.03|-|0.03| | |Total (i+ii+iii)| | | |113.96|1.55|11.33| |126.84| |Change in indebtedness during the financial year|Addition| | |-|185.08|-|185.08| | | |Reduction| | |(27.72)| |(0.83)| |(28.55)| |Net Change| | | |(27.72)|185.08|(0.83)| |156.53| |Indebtedness at the end of the financial year|i. Principal Amount: 86.24| | | |186.61|10.50| |283.35| | |ii. Interest due but not paid| | | | | | | | | |iii. Interest accrued but not due| | |-|0.02|-|0.02| | |Total (i+ii+iii)| | | |86.24|186.63|10.50| |283.37| # Notes: 1. These liabilities represent obligations under finance lease including current portion of obligations. 2. These represent the bank overdraft (` 185.56 crores) and other borrowings as of March 31, 2015. 3. These are deposits received on account of sub-lease of premises and from vendors for contracts to be executed. # Directors' Report # VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL # A. Remuneration to Managing Director, Whole-time Directors and / or Manager: |Sr. No.|Particulars of Remuneration|Name of MD/WTD/Manager|Total Amount (` lakh)| |---|---|---|---| |1.|Gross salary|Mr. N. Chandrasekaran CEO & MD (w.e.f. March 12, 2015)| | | |(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961| |179.58| | |(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961| |262.20| | |(c) Profits in lieu of salary under Section 17(3) of the Income tax Act, 1961| |-| |2.|Stock Option| |-| |3.|Sweat Equity| |-| |4.|Commission| |1,600.00| |5.|Others, Allowances| |91.80| | |Total (A)| |2,135.25| | |Ceiling as per the Act (@ 10% of profits calculated under Section 198 of the Companies Act, 2013)| |239,457.58| # B. Remuneration to other directors: (Refer Corporate Governance Report for details) |Sr. No.|Particulars of Remuneration|Fee for attending board / committee meetings|Commission|Others, please specify|Total Amount| |---|---|---|---|---|---| |1.|Independent Directors| | | | | | |Mr. Aman Mehta|1.50|250.00|-|251.50| | |Mr. V. Thyagarajan|1.90|185.00|-|186.90| | |Prof. Clayton M. Christensen|0.30|155.00|-|155.30| | |Dr. Ron Sommer|1.40|190.00|-|191.40| | |Dr. Vijay Kelkar|1.40|140.00|-|141.40| | |Mr. O. P. Bhatt|1.70|135.00|-|136.70| | |Total (1)|8.20|1,055.00| |1,063.20| |2.|Other Non-Executive Directors| | | | | | |Mr. Cyrus Mistry|1.20|-|-|1.20| | |Mr. S. Ramadorai*|0.50|200.00|-|200.50| | |Mr. Ishaat Hussain|1.70|175.00|-|176.70| | |Mr. Phiroz Vandrevala|0.60|50.00|-|50.60| | |Total (2)|4.00|425.00| |429.00| | |Total (B)=(1+2)|12.20|1,480.00| |1,492.20| | |Total Managerial Remuneration| |1,480.00| | | | |Ceiling as per the Act (@ 1% of profits calculated under Section 198 of the Companies Act, 2013)| | | |23,945.76| *Retired as the Director and Vice Chairman of the Company w.e.f. October 6, 2014. Directors' Report 53 # Annual Report 2014-15 # C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD |Sr. No.|Particulars of Remuneration| | |Key Managerial Personnel| | | | |---|---|---|---|---|---|---|---| |1.|Gross salary| | | | | | | |a. Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961|Mr. Rajesh Gopinathan, CFO| |43.43|Mr. Suprakash Mukhopadhyay, Company Secretary|28.68|Total|72.11| |b. Value of perquisites u/s 17(2) of the Income-tax Act, 1961|Mr. Rajesh Gopinathan, CFO| |0.40|Mr. Suprakash Mukhopadhyay, Company Secretary|16.01|Total|16.41| |c. Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961|-|-|-| | | | | |2. Stock Option|-|-|-| | | | | |3. Sweat Equity|-|-|-| | | | | |4. Commission|-|-|-| | | | | |- as % of profit|-|-|-| | | | | |5. Others, Allowances| | |171.08| |86.50|257.58| | |Total| | |214.91| |131.19|346.10| | # VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2015. # Directors' Report # FORM No. |
MR-3 # SECRETARIAL AUDIT REPORT # FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 (Pursuant to Section 204 (1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014) To, The Members, Tata Consultancy Services Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Tata Consultancy Services Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon. Based on our verification of the Tata Consultancy Services Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit and as per the explanations given to us and the representations made by the Management, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Tata Consultancy Services Limited for the financial year ended on 31st March, 2015 according to the applicable provisions of: 1. The Companies Act, 1956 and the Companies Act, 2013 ('the Act') and the rules made there under, as applicable; 2. The Securities Contract (Regulation) Act, 1956 ('SCRA') and the rules made there under; 3. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; 4. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; 5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'): 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; 2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; 3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; 6. Other laws applicable to the Company as per the representations made by the Management. We have also examined compliance with the applicable clauses of the following: 1. Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings are yet to be specified under the Act by the Institute. 2. The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited. During the period under review and as per the explanations and clarifications given to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. However, the Company has an unspent amount during the year in the amount to be spent towards Corporate Social Responsibility. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. # Annual Report 2014-15 Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Decisions at the Board Meetings, as represented by the management, were taken unanimously. We further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Board of Directors of the Company has approved the following: - a. Amalgamation of WTI Advanced Technology Limited (a wholly owned subsidiary of the Company) with the Company. - b. |
Amalgamation of CMC Limited (a subsidiary of the Company) with the Company. For Parikh & Associates Company Secretaries P.N. Parikh Mumbai Partner April 16, 2015 FCS No: 327 CP No: 1228 This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report. # 'Annexure A' To, The Members, Tata Consultancy Services Limited Our report of even date is to be read along with this letter. 1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc. 5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries P.N. Parikh Mumbai Partner April 16, 2015 FCS No: 327 CP No: 1228 # 56 Directors' Report # Management Discussion and Analysis 57 # Annual Report 2014-15 # Management Discussion and Analysis # 1. A Macro-view The global economy belied initial optimism and continued to remain patchy in 2014. While the global output increased by 3.3%, lower than initial expectations, emerging and developing economies performed better (4.4%) than developed economies (1.8%). GDP growth among developed economies which are also the largest markets for IT Services was very uneven with the US (2.2%) and UK (3.2%) performing better than the Euro region (0.8%) and Japan (0.9%). Businesses are adapting, reshaping their strategies and increasingly using technology to establish a stronger customer-connect, create competitive differentiation and address new opportunities, though it is taking longer than expected, for economies to regain their stride. In particular, the adoption of the digital five forces namely mobility, cloud, big data analytics, social media and artificial intelligence continues apace resulting in reimagined business models, business processes, systems and workplaces, disrupting the old ways of doing business in multiple industries and opening up entirely new, often unconventional, revenue sources for those who have imaginatively leveraged these forces. # 2. Overview of industry The global market for outsourced IT services is estimated to have grown by 1.9% in 2014 (3.3% in constant currency), with strong growth in key markets like the US (4.1%) and UK (8.6%), driven by increased spending on digital technologies and continued quest for efficiency in IT operations. In fiscal 2015, in line with previous years, TCS significantly outperformed the industry, growing at 15% (in USD terms) in comparison to the market growth of 1.9%, evidencing the fact that the Company continues to gain market share. The Company's share of the global market for outsourced IT services is estimated to be 1.6%, offering plenty of head room for continued growth. File: AR_TCS_2014_2015.md # 3. Our business # 3.1. Overview: TCS is an information technology services, consulting and business solutions company. The Company provides end-to-end technology and technology related services to corporations all over the world. The Company has deep domain knowledge across industry sectors and technology expertise across traditional and new age technologies. TCS' domain knowledge and technology expertise combined with its global delivery capability offers unique advantage to its customers. The Company has built strong global customer base, global talent and global infrastructure. With a sharp focus on customer's business future, the Company is offering a range of technology and technology related services through its innovation labs, delivery centers and talented professionals. Over last few years, the Company has made significant investments in expanding its operations in new markets and has launched new services based on digital platforms. The Company's customers consider the Company as a thought leader and innovation partner. |
Customers' trust in the Company is driving strong financial results and elevated positioning on the global platform. TCS continues to remain India's most valuable company and it's also among world's most valuable IT services companies. # 3.2. Capabilities: TCS offers domain solutions and consulting to its customers in banking, financial services, insurance, retail, consumer packaged goods, telecom, media & entertainment, manufacturing, life sciences, healthcare, energy, resources, utilities, hi-tech, travel, transportation, hospitality and government sectors. Company's technology expertise extends across its full services portfolio of application development and maintenance, business process services, enterprise solutions, IT infrastructure services, assurance services, engineering & industrial services, asset leveraged solutions and consulting. TCS has made significant investments in 'Digital Five Forces' - mobility, social computing, big data, cloud and artificial intelligence/robotics. All of the industry solution units of TCS are co-innovating with customers in digital and helping them to look at the future of their business in a completely new way. # 4. Strategy The Company's strategy for long term growth continues to be to (a) expand its addressable market by investing in newer geographies and newer businesses and (b) strengthen and deepen existing client relationships through a customer-centric approach, superior execution that gives clients an experience of certainty, a full services capability and a scalable global network delivery model. In FY 2015, the Company continued to execute on this strategy, acquiring a significant beach-head in Japan through a joint venture with Mitsubishi Corporation, coming on the heels of the acquisition in France in FY 2014. Our continued investments in digital solutions are paying handsome dividends in terms of winning us market share and customer mind share. Cloud platforms continued to gain scale and crossed the $100-million mark in terms of revenue run-rate and together with Diligenta, contribute over $500 million in revenues. The Company's relentless focus on delivery excellence and customer satisfaction has won the Company multiple awards from its customers during the year. This and our customer-centric approach resulted in more repeat business, leading to an across-the-board movement of clients into higher revenue buckets, as summarised in the table below: |Clients contribution*|Fiscal 2015|Fiscal 2014| |---|---|---| |US$ 1m+ clients|791|714| |US$ 5m+ clients|389|354| |US$ 10m+ clients|261|231| |US$ 20m+ clients|162|136| |US$ 50m+ clients|68|53| |US$ 100m+ clients|29|24| * last 12 months' service revenues The full services portfolio continued to expand beyond traditional services, with several new additions during fiscal 2014-15 like digital platforms, enterprise security & risk management and robotic process automation. Company's global infrastructure is expanding beyond established locations with scaling up of delivery centers in Asia Pacific and Middle East. # 5. Digital technologies Digital technologies are making a huge impact on enterprises, consumers, governments and on society. The collision of digital technologies with every other technology is creating a new paradigm for businesses in the way they reimagine their business models, products & services, channels, customer segments, business processes and workplaces. TCS is seeing accelerated adoption of digital technologies by companies across the world. TCS has made significant investments in building digital capabilities. The Company is at the forefront of helping its customers in defining the future of their business in the digital era. The Company is bringing together its domain knowledge and technology expertise to help its customers reimagine their business. Customers across industry sectors are partnering with TCS in the co-creation model to design their digital future. All of the industry units of TCS have built significant digital capabilities in terms of digital assets and business-technology experts. During last financial year, TCS won several deals in digital, across industries. The Company sees digital business as a multi-billion opportunity over next few years. # 6. Innovation The Company continued investments in software, applications & systems research and innovation. In the area of software, explorations included the mining of operational process models to facilitate training & transformation within the enterprise and modeling human behaviour in the workplace. Innovations in text mining with contextual intelligence, speech and voice analysis, integrated computational materials engineering, decision sciences as well as genomics and metagenomics analysis made progress. The systems research group has refined mobile based sensing application for health, high performance computing solutions and energy analytics. TCS continues to invest in the three horizon portfolio of derivative innovation (improvements on current offerings), platform innovations (near term advancements) and disruptive innovations (long term or new market focused investments). With the digital consumer leading innovation in almost every industry, service providers are trying to understand customer needs and enhance the quality of services. |
TCS is refining a process that observes the customer value chain, brainstorms and then brings out the best options for implementation. Academic alliances with renowned schools have been forged to enable this. With the maturity of technologies around the 'Internet of Things', TCS has scaled up its efforts in the area. It has signed up with several industry bodies to encourage interoperability. The research team is working closely with delivery units on several customer projects. TCS R&D has now over 100 PhDs and over 30 doctoral candidates. A significant amount of intellectual property has been created for the Company with 300+ papers presented in top tier conferences and journals. The number of patents filed this year was 509, taking the cumulative tally to 2,277, with the total number of patents granted reaching 206. TCS co-innovation network (COIN) expanded its emerging technology connects beyond the US and India, in the Nordic region, Canada and Israel. The Company continues to work with researchers from several globally reputed universities under the Academic COIN programme. TCS' research scholar programme continues to support PhD scholars in computer science and related areas in India. # 7. Human resources # 7.1. Human resource strategy The human resource (HR) strategy is focused on creating a performance-driven environment in the Company, where innovation is encouraged, performance is recognised and employees are motivated to realise their potential. # Annual Report 2014-15 'One TCS' culture runs as a common thread, ensuring a collaborative fabric of the organisation. HR is the core of the Company, influencing change, building culture and capabilities. The HR processes are continuously evolving and aligning with the changing business requirements. HR is structured into the specialised business units to enable them respond better to the needs of their customers and get more strategic advantage. The HR organisation is equipped with multicultural leaders capable to handle tremendous volatility in the economic, regulatory and cultural sphere around the world. The emergence of digital forces have given the Company, the ability to build a vivacious enterprise by reimagining how it works and collaborates, with engagement and simplification as core themes. These digital forces help the diverse workforce to collaborate, bond together and act as a critical driver of competitive advantage. Digital technologies are used by HR to increase connect, reduce time to respond and make it possible to understand the employees better which has a positive impact on retention. # Employee base 350,000319,656300,464276,196250,000238,583198,614200,000160,429143,761111,407100,00050,0000 7.3. Talent development, engagement and retention The effort is towards developing competencies in technology, domain and processes to meet customer requirements and help our employees to stay relevant and realise their potential. Key components of talent development at TCS are initial learning programmes (ILP), continuous learning programmes (CLP) and leadership development programmes (LDP). The Company uses various delivery mechanisms for imparting knowledge to its employees. 'Anytime Anywhere' learning is promoted through customised e-learning content delivered through an integrated digital learning eco-system. An innovative model of pre-ILP engagement with selected trainees is introduced through 'ASPIRE' program. The trainees complete certain courses while still at college and attempt for advanced batching based on their score. Key leadership attributes at different levels of leadership are identified and mapped to specific programmes. These include personal leadership, organisational knowledge and ethical business practice attributes. These competencies are enhanced in potential leaders through well-designed LDPs for each level of prospective leaders, right from operational to strategic. The rich leadership pipeline supports the fast paced business growth of the company. # 7.2. Talent acquisition The recruitment strategy of TCS helps create a workforce with diverse culture and thinking across all levels which in turn brings in a competitive advantage for the Company. In FY 15, the Company has hired and integrated 67,123 people into its workforce across the globe, out of which 51,527 were in India and the remaining 15,596 were outside India. TCS continues to remain preferred employer at the engineering campuses in India and has made 35,753 offers to engineering trainees and 632 offers to management trainees for joining in FY16. Outside India, offers were made at established institutes across geographies. The need for going digital and gamification is essential to remain relevant to the need of GenY - the future workforce. Campus Commune - the Company's social networking platform for campuses - has become extremely popular in the educational institutions. There are 600,000+ registered users from 1,500+ institutes connecting, collaborating and learning. This extremely vibrant platform has multiple forums and competitions. |
The CodeVita contest had over 49,000+ teams from 19 countries registered and the winners were from UK, India and Peru. TCS invests on academic interface programme (AIP) initiatives for improving employability of students, developing faculty for academic institutes, and developing curricula as per industry requirements. In FY 15, a total of 612 institutes in India and 261 institutes abroad benefitted through the Company's AIP activities like workshops for students, faculty development programs etc. TCS research scholarship programme supports 188 research scholars pursuing their PhD in 33 premier institutes across India. The Company's annual event, 'Sangam' was held at Bangalore with academic experts participating from India and abroad. # Employee Career Development Employee career development is facilitated through mentoring and developmental interventions. Opportunities to move across roles, career streams, clients and geographies give employees an opportunity to have a holistic view of the business and develop a well-rounded career. High potential employees are nurtured to fulfill their aspirational growth through role change and high-end leadership development. 'Career Hub' is a platform which facilitates employee's career development. Talent management processes of the Company serve as effective platforms for employees to connect and interact with key stakeholders and share their goals and aspirations. # 7.5. Talent Diversity TCS embarks on a sustainability journey by ensuring safety and healthy well-being of associates and protecting the environment. Initiatives like 'Safety First' emphasise employee safety and security. 'TCSFit4Life' initiative creates a culture of fitness in the organisation by helping to build a fraternity of health and fitness conscious employees. Employees are offered confidential counselling sessions through 24X7 'Employee Assistance Programme', on request. 'Purpose4life' initiative enhances employee contribution to community projects in the areas of education, health and environment. The Maitree platform provides opportunities to employees to explore their hobbies and volunteer for social causes. These robust employee engagement platforms help in improving employee's overall well-being, bonding within the organisation and promoting work-life balance, thereby, increasing employee retention. PULSE - TCS' annual employee engagement and satisfaction survey, has showed an increase in employee satisfaction index this year. In FY 15, the Company's attrition rate including BPS is 14.9%. |Attrition rate|2007-08|2008-09|2009-10|2010-11|2011-12|2012-13|2013-14|2014-15| |---|---|---|---|---|---|---|---|---| |16.0%| | | | | | | |14.9%| |14.0%|12.6%| | | | | | |14.4%| |12.0%| | | | |10.6%| | | | |10.0%| | | | | | | | | |8.0%| | | | | | | | | |6.0%| | | | | | | | | |4.0%| | | | | | | | | |2.0%| | | | | | | | | |0.0%| | | | | | | | | # 8. Risk Management and Compliance The Company ensures compliance of employment, immigration and labour laws in countries of operation. Changes in the applicable regulations are tracked on a global basis. The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace. TCS enterprise risk management programme (ERM) involves risk identification, assessment and risk mitigation planning for strategic, operational and compliance related risks across business units, functions and geographies. TCS has a robust digitised ERM framework which has been deployed across the enterprise. The Company level as well as unit level deployment of the ERM process is governed by the corporate risk office. The risk reports prepared by the chief risk officer are reviewed by the board of directors periodically. # Annual Report 2014-15 Compliance management has been significantly strengthened by the deployment of an integrated compliance management and governance framework. This covers regulatory compliance certification across all countries of operation. A compliance committee at corporate level guides and monitors the deployment of the compliance framework. The Company ensures compliance of fiscal, employment, immigration and labour laws in the countries of operation. A robust internal check process is deployed to prevent and limit risk of non-compliance. # Key Risks |Key Risks|Impact on TCS|Mitigation| |---|---|---| |Global economic scenario|* roa - ase, e-riske usiness mix, ell i ersi e a ross geographies and industry verticals * capabilities an value propositions a ressin the discretionary as well as non-discretionary portions of client spend * Target ne er market se ments which might pro i e counter-cyclical support.|* Technology investments by corporates have shown strong correlations with GDP growth. The Company derives a material portion of its revenues from customers' discretionary spending which is linked to their business outlook. |
Depressed economic outlook in key markets can impact this spending and thereby constrain the Company's growth potential.| |Business model changes|* Focus investment in creating intellectual property in 'Software-as-a-Service' and cloud platforms * Research and Innovation in services-as-a-software and neuroscience-based platforms for services automation * Embrace Digital Remaination in all our business services across verticals.|* The new disruptive technologies, such as cloud, big data, mobile smart devices and social media are changing consumer behaviour, requiring business model changes in customer organisations. For instance, the retail sector is seeing a ground-shift across the value chain. This has led to business model disruptions for traditional retailers with huge investments in their physical stores.| |Data privacy and protection|* Global privacy policy has been drafted for implementation within TCS * Review and enhancement of employee related agreements with respect to PII and SPDI * Enhance training, education and inter-company agreements to cater to the privacy requirements.|* Data protection controls are a part of the engagement security management process and these are subjected to internal audits * Strong security measures in place to handle cyber security attacks * Sensitive engagements use data masking tools to protect PII and SPDI.| # Management Discussion and Analysis # Currency # Volatility in currency exchange Volatility movements resulting in transaction and translation exposure. # Restrictive cross border mobility Non-tariff trade barriers proposed by some countries may lead to multitude of challenges. Mobility of resources across the globe could be impacted, leading to increased costs and margin pressures. # Attrition Attrition of talent especially at critical/mid-levels, can impact client outcomes, in turn impacting growth. - Current policies can practice in place - Increase in strategy monitoring risk management committee through regular reviews. - Increase prior in terms of manpower planning and deployment - Leverage collaboration technologies like video conferencing to reduce need for cross border travel - Increase outreach to legislative and trade bodies - Employee engagement continues to be a key focus area - With continuous investments in building a next-gen organisation that is social, mobile, engaged and collaborative, the Company provides a vibrant digital work environment for the large, diverse and distributed workforce - Increase focus is being given in terms of learning opportunities, significant investments in training in new technologies and rotation in work assignments - Programs such as PurposeElife, where associates volunteer for community service programmes, also provide a holistic sense of satisfaction for employees. # Management Discussion and Analysis 63 # Annual Report 2014-15 # PERFORMANCE HIGHLIGHTS SINCE FISCAL 2005 TCS' existence as a listed company over the past eleven years has been marked by continuous value creation and setting increasingly higher standards of performance. While relentlessly pursuing excellence in all its activities, TCS has been generating wealth for its stakeholders. The wealth so created has been shared with the stakeholders. # Revenue trend |Revenue|FY05|FY06|FY07|FY08|FY09|FY10|FY11|FY12|FY13|FY14|FY15| |---|---|---|---|---|---|---|---|---|---|---|---| |1,00,000|9,748|13,264|18,685|22,620|27,813|30,029|37,325|48,894|62,989|81,809|94,648| # Growth in industry verticals |Revenue-industry vertical|BFSI|Telecom|Retail & distribution|Manufacturing|Others| |---|---|---|---|---|---| |FY05|-|-|-|-|-| |FY06|-|-|-|-|-| |FY07|-|-|-|-|-| |FY08|-|-|-|-|-| |FY09|-|-|-|-|-| |FY10|-|-|-|-|-| |FY11|-|-|-|-|-| |FY12|-|-|-|-|-| |FY13|-|-|-|-|-| |FY14|-|-|-|-|-| |FY15|-|-|-|-|-| # Growth in geographic revenue |Revenue-geography|North America|UK|Europe|India|New growth market| |---|---|---|---|---|---| |FY05|-|-|-|-|-| |FY06|-|-|-|-|-| |FY07|-|-|-|-|-| |FY08|-|-|-|-|-| |FY09|-|-|-|-|-| |FY10|-|-|-|-|-| |FY11|-|-|-|-|-| |FY12|-|-|-|-|-| |FY13|-|-|-|-|-| |FY14|-|-|-|-|-| |FY15|-|-|-|-|-| # Growth in service lines |Revenue-service lines|Technology|Engineering and industrial services|Global services|Products & consulting services|Business process services| |---|---|---|---|---|---| |FY06|-|-|-|-|-| |FY07|-|-|-|-|-| |FY08|-|-|-|-|-| |FY09|-|-|-|-|-| |FY10|-|-|-|-|-| |FY11|-|-|-|-|-| |FY12|-|-|-|-|-| |FY13|-|-|-|-|-| |FY14|-|-|-|-|-| |FY15|-|-|-|-|-| # Customer centricity |Last twelve months revenue buckets|Fiscal 2015|Fiscal 2005| |---|---|---| |$100mn +|29|-| |$50mn +|68|5| |$20mn +|162|25| |$10mn +|261|42| |$5mn +|389|76| |$1mn +|791|214| # Earnings per share |EPS|111.9*|97.7|80.0|71.0|53.1|46.3|35.7|21.5|25.7|26.8|11.8|15.2| | | | | |---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---| | | | | | |FY05|0.0|-|-|-|-|-|-|-|-|-|-| * excluding one-time employee reward # Management Discussion and Analysis # Earnings trends # Cash flow from operating activities |PBT|27.6%|29.5%|28.5%|28.7%|31.1%|30.6%|35.0%|28,926*| |---|---|---|---|---|---|---|---|---| |Operating cash flow|20,000|19,369| | | | | | | | |30,000| |27.0%|26.4%|26.3%|25.8%|25.0%|25,402| | |26,000| |22.1%| | | | | | | |22,000| |18,090|20.0%| | | | | | |18,000|14,000|13,923|15.0%|11,021|10.0%|6,000|3,472| | |10,000|8,290| | | | | |5,409| | |6,000|2,634|3,507|4,918|5,846|6,150| | | | |2,000|2,092|3,895| | | | |2,488| | |FY13|FY14|FY15| | | | | | |Profit before taxes|PBT margin|*excluding-one me employee reward|Operating Cash Flows| | | | | | # Market capitalisation |Market capitalisation|550,000|500,000|450,000|400,000|350,000|300,000|250,000|200,000|150,000|100,000|50,000|0| |---|---|---|---|---|---|---|---|---|---|---|---|---| | |Mar-05|Mar-06|Mar-07|Mar-08|Mar-09|Mar-10|Mar-11|Mar-12|Mar-13|Mar-14|Mar-15| | # Cash utilisation since fiscal 2005 Of the available funds generated during fiscal 2005 to fiscal 2015, 55.84% has been appropriated towards dividend (including dividend tax and final dividend for fiscal 2015 to be paid post approval by shareholders). # Dividend Dividend (including final dividend and dividend distribution tax) and the payout ratio computed on consolidated profits have remained high. |
The amount of dividend appropriated (excluding special dividend) has increased 14 times in the last eleven years. In fiscal 2015, the payout ratio including special dividend and net dividend distribution tax was 91%. # Cash usage |Dividends paid|Capex|Acquisitions, etc.|Invested funds|Dividends|Special dividends|Dividend payout ratio (Excl spl div)| | | | | |---|---|---|---|---|---|---|---|---|---|---| |50.0%|18.0%|18000|16000|14000| | | | | | | | | |35.2%|37.2%|36.2%|40.0%|36.9%|9166| | | | |12000|10000|27.6%|30.0%|25.1%|8000|0| | | | | |6000|4000|1820|5030|15.0%|0|0| | | | | |2000|0|627|744|1295|1603|1603| | | | | |FY05|FY06|FY07|FY08|FY09|FY10|FY11|FY12|FY13|FY14|FY15| # Annual Report 2014-15 # FINANCIAL PERFORMANCE - (CONSOLIDATED) The financial statements of Tata Consultancy Services Limited and its subsidiaries (collectively referred to as "TCS" or the Company) are prepared in compliance with the Companies Act, 2013 and generally accepted accounting principles in India (Indian GAAP). The discussions herein below relate to consolidated statement of profit and loss for the year ended March 31, 2015, consolidated balance sheet as at March 31, 2015 and the consolidated cash flow statement for the year ended March 31, 2015. The consolidated results are more relevant for understanding the performance of TCS. Significant accounting policies used for the preparation of the financial statements are disclosed in the notes to the consolidated financial statements 2 (a) to (q). # CONSOLIDATED FINANCIAL RESULTS - SUMMARY The revenue of the Company aggregated ₹ 94,648.41 crores in fiscal 2015 (₹ 81,809.36 crores in fiscal 2014), registering a growth of 15.69%. In terms of US Dollars, the revenue in fiscal 2015 was $15.45 billion ($13.44 billion in fiscal 2014) registering a growth of 14.96%. In fiscal 2015, there was a special, one-time reward to eligible employees, which increased the employee expenses by ₹ 2,627.91 crores. # Other significant financial parameters of the Company are given below: - Earnings before interest, tax, depreciation and amortisation (EBITDA) The EBITDA excluding one-time adjustment for employee reward aggregated ₹ 27,109.62 crores in fiscal 2015 (₹ 25,152.79 crores in fiscal 2014) - a growth of 7.78%. EBITDA as reported aggregated ₹ 24,481.71 crores. - Profit before tax (PBT) PBT excluding one-time adjustment for employee reward aggregated ₹ 28,926.40 crores in fiscal 2015 (₹ 25,401.86 crores in fiscal 2014) - a growth of 13.88%. PBT as reported aggregated ₹ 26,298.49 crores. - Profit after tax (PAT) PAT excluding one-time adjustment for employee reward aggregated ₹ 21,911.85 crores in fiscal 2015 (₹ 19,163.87 crores in fiscal 2014) - a growth of 14.34%. PAT as reported aggregated ₹ 19,852.18 crores. - Earnings per share (EPS) EPS excluding one-time adjustment for employee reward aggregated ₹ 111.87 in fiscal 2015 (₹ 97.67 in fiscal 2014) - a growth of 14.54%. EPS as reported was ₹ 101.35. # DISCUSSIONS ON CONSOLIDATED FINANCIAL RESULTS The following table gives an overview of the financial results of the Company: | |Fiscal 2015 - as|Fiscal 2015 - excluding|Fiscal 2014|% growth| |---|---|---|---|---| |Revenue from operations|94,648.41|94,648.41|81,809.36|15.69| |Expenses| | | | | |Employee benefit expenses|38,701.15|36,073.24|29,860.01|20.81| |Overseas business expenses|12,223.20|12,223.20|10,626.29|15.03| |(employee allowances paid overseas)| | | | | |Services rendered by business associates and others (BA)|6,220.25|6,220.25|4,938.37|25.96| |Employee and BA related expenses|57,144.60|54,516.69|45,424.67|20.02| |Overseas business expenses (other than employee allowances paid overseas)|1,140.71|1,140.71|1,010.13|12.93| |Operation and other expenses|11,881.39|11,881.39|10,221.77|16.24| |Total expenses|70,166.70|67,538.79|56,656.57|19.21| |Earnings before interest, tax, depreciation and amortisation (EBITDA)|24,481.71|27,109.62|25,152.79|7.78| |Other income (net)|3,229.91|3,229.91|1,636.74|97.34| |Finance costs|104.19|104.19|38.52|170.48| |Depreciation and amortisation expense|1,798.69|1,798.69|1,349.15|33.32| |Profit before exceptional item and tax|25,808.74|28,436.65|25,401.86|11.95| |Exceptional item|489.75|489.75| | | |Profit before tax (PBT)|26,298.49|28,926.40|25,401.86|13.88| |Tax expense|6,238.79|6,800.03|6,069.99|12.03| |Profit for the year before minority interest|20,059.70|22,126.37|19,331.87|14.46| |Minority interest|207.52|214.52|168.00|27.69| |Profit for the year (PAT)|19,852.18|21,911.85|19,163.87|14.34| The growth in operating parameters in the table above and also in other tables in the following discussions have been analysed with respect to performance prior to the impact of one-time employee reward. # Revenue # Analysis of revenue growth |Growth attributable to|Fiscal 2015 (%)|Fiscal 2014 (%)| |---|---|---| |Business growth|17.01|17.27| |Impact of exchange rate|(1.32)|12.61| |Total growth|15.69|29.88| The business growth in fiscal 2015 was in line with the business growth in fiscal 2014. However, the total revenue growth in fiscal 2015 was lower than that of fiscal 2014 primarily due to impact of exchange rate fluctuations. # Annual Report 2014-15 # Movement in Exchange Rates on Revenue of the Company Fiscal 2015 has been a negative variance of 1.32% in fiscal 2015 (positive 12.61% in fiscal 2014). |Currency|High|Low|Average|Average in Fiscal 2014|% Change in Average Rates| |---|---|---|---|---|---| |USD|63.89|58.34|61.26|60.85|0.67| |GBP|103.77|91.91|98.34|97.36|1.01| |EUR|84.63|65.77|76.86|81.93|(6.19)| |CAD|56.63|48.40|53.68|57.48|(6.61)| |AUD|57.25|47.12|53.15|56.30|(5.60)| Out of the total revenue earned in fiscal 2015, 94.12% was earned in foreign currencies. Fiscal 2015 witnessed substantial movement in exchange rates particularly affecting EUR, GBP and CAD. Net impact of such revenue by industry is discussed in segment results section. |
# Revenue by Geography |Geography|Fiscal 2015 (` crores)|% of Revenue|% Growth|Fiscal 2014 (` crores)|% of Revenue| |---|---|---|---|---|---| |North America|49,085.94|51.86|13.14|43,385.87|53.03| |UK|15,783.29|16.68|10.75|14,251.38|17.42| |Europe|10,946.34|11.57|19.22|9,181.32|11.22| |Asia Pacific|8,834.63|9.33|49.48|5,910.12|7.22| |India|6,107.55|6.45|11.29|5,487.80|6.71| |Latin America|1,967.52|2.08|5.02|1,873.56|2.29| |Middle East and Africa|1,923.14|2.03|11.86|1,719.31|2.11| |Total|94,648.41|100.00|15.69|81,809.36|100.00| Asia Pacific recorded highest growth primarily due to TCS' sustained investment in market development and increasing customer acceptance of global delivery model. The growth was also aided by acquisition of a controlling interest (51%) in IT Frontier Corporation (referred to as ITF) from Mitsubishi Corporation. Growth in Europe continued to be good and was more than the Company average. North America, United Kingdom, Middle East & Africa and India registered growth around the Company average. # Revenue by services |Service lines|Fiscal 2015 ` crores|% of revenue|% growth|Fiscal 2014 ` crores|% of revenue| |---|---|---|---|---|---| |Technology services:| | | | | | |Application development and maintenance (ADM)|38,056.53|40.21|11.88|34,016.19|41.58| |Enterprise solutions|14,736.06|15.57|16.30|12,671.11|15.49| |Assurance services|8,050.80|8.51|17.29|6,863.94|8.39| |Business process services (BPS)|11,051.65|11.68|12.35|9,837.06|12.02| |IT infrastructure services (IT IS)|13,095.00|13.84|34.12|9,763.57|11.93| |Engineering and industrial services (EIS)|4,273.97|4.52|11.04|3,848.96|4.70| |Products & services|2,235.01|2.36|8.33|2,063.18|2.52| File: AR_TCS_2014_2015.md |Consulting|3,149.39|3.31|14.72|2,745.35|3.37| |Total|94,648.41|100.00|15.69|81,809.36|100.00| # Revenue by nature of contract |Nature of Contract|Fiscal 2015 (%)|Fiscal 2014 (%)| |---|---|---| |Time and material basis|47.98|48.04| |Fixed price, fixed time|52.02|51.96| |Total|100.00|100.00| # Revenue by location of service delivery Revenue from local delivery is for those services which are performed at customer locations. Remote delivery revenue reflects the aggregation of revenue from services which are performed at delivery centers located in India (referred to as India delivery center revenue) as well as global delivery centers (GDC) in various countries. The composition of the revenue from India delivery center, global delivery center and local delivery was as follows: |Revenue mix|Fiscal 2015 (%)|Fiscal 2014 (%)| |---|---|---| |India delivery center|46.20|47.92| |Global delivery center|5.61|5.43| |Remote delivery|51.81|53.35| |Local delivery|48.19|46.65| |Total|100.00|100.00| Revenue from local, global and India delivery centers are aligned with customer requirements. Mix of revenue from these locations has remained steady. # Management Discussion and Analysis 69 # Annual Report 2014-15 # Employee costs and overseas business expenses Employee costs include salaries which have fixed and variable components, contribution to retirement funds and pension schemes. It also includes expenses incurred on staff welfare. Overseas business expenses primarily comprise living allowances paid to employees on overseas assignments. For purpose of the management discussion and analysis (MD&A), employee related costs included in 'overseas business expenses' and costs related to business associates (BA) have been grouped under 'Employee and BA related costs'. | |Fiscal 2015 - as reported|Fiscal 2015 - excluding one-time employee reward|Fiscal 2014| |---|---|---|---| |Employee benefit expense|38,701.15|36,073.24|29,860.01| | |40.89%|38.12%|36.50%| |Overseas business expenses (employee allowances paid overseas)|12,223.20|12,223.20|10,626.29| | |12.91%|12.91%|12.99%| |Services rendered by business associates (BA) and others|6,220.25|6,220.25|4,938.37| | |6.57%|6.57%|6.04%| |Total|57,144.60|54,516.69|45,424.67| | |60.37%|57.60%|55.53%| Employee benefit and BA costs excluding one-time employee reward have increased by 20.02%. In relation to revenue, this group of expenses is higher by 2.07% in fiscal 2015 as compared to fiscal 2014, primarily on account of significant increase in local hires. Employee benefit and BA costs as reported aggregated ` 57,144.60 crores representing 60.37% of revenue. # Overseas business expenses (other than employee allowances paid overseas) Overseas business expenses (other than employee allowances paid overseas) include travel expenses incurred in overseas locations. These expenses as percentage of revenue have marginally decreased from 1.23% (` 1,010.13 crores in fiscal 2014) to 1.21% (` 1,140.71 crores in fiscal 2015). # Operation and other expenses | |Fiscal 2015 - as reported|Fiscal 2014| |---|---|---| |Software, hardware and material costs|3,835.83|3,088.68| | |4.05%|3.77%| |Communication|1,056.06|874.04| | |1.12%|1.07%| |Travelling and conveyance|1,261.25|1,046.75| | |1.33%|1.28%| |Rent|1,569.46|1,421.27| | |1.66%|1.74%| |Legal and professional fees|596.30|613.61| | |0.63%|0.75%| |Repairs and maintenance|705.00|499.11| | |0.74%|0.61%| |Electricity|573.87|527.10| | |0.61%|0.64%| |Recruitment and training|360.94|303.46| | |0.38%|0.37%| |Others|1,922.68|1,847.75| | |2.03%|2.26%| |Total|11,881.39|10,221.77| | |12.55%|12.49%| Earnings before interest, tax, depreciation and amortisation (EBITDA) In fiscal 2015 EBITDA excluding the impact of one-time employee reward was ` 27,109.62 crores (` 25,152.79 crores in fiscal 2014). There is a decrease of 2.11% in EBITDA as a percentage of revenue, primarily attributable to increase in employee and BA related expenses. EBITDA as reported aggregated ` 24,481.71 crores. # Other income (net) Other income increased from ` 1,636.74 crores in fiscal 2014 to ` 3,229.91 crores in fiscal 2015 primarily for the following reasons: - interest income on bank deposits, inter-corporate deposits and bonds & debentures increased from ` 1,340.00 crores in fiscal 2014 to ` 1,596.61 crores in fiscal 2015 arising out of effective treasury management. # Management Discussion and Analysis # Financial Performance Ž increase in exchange gain (net) from ` 17.62 crores to ` 1,308.47 crores. |
Ž increase in profit on redemption of mutual funds, from ` 173.09 crores in fiscal 2014 to ` 233.10 crores in fiscal 2015. # Foreign exchange forward, option and futures contracts TCS enters into foreign exchange forward, option and futures contracts to manage its exposure to exchange rate fluctuations, in accordance with its risk management policies. TCS follows accounting principles in line with international financial reporting standard 9 (IFRS 9) to account for the aforesaid hedging instruments. Changes in the fair value of instruments designated as hedges of future cash flows are recognised directly in shareholders' funds if they are effective in hedging the risk. The ineffective portion is recognised immediately in the statement of profit and loss. The change in the time value of option is also accumulated in hedging reserve and is transferred to statement of profit and loss when the forecasted transaction occurs. Foreign exchange forward, option and futures contracts outstanding at the reporting date, other than designated cash flow hedges, are stated at their respective fair values and the resultant gains or losses are accounted as 'other income (net)' in the profit and loss account for the period. Note 2 (m) to the consolidated financial statements describes the accounting policy relating to the derivative instruments and hedge accounting. Note 41 to the consolidated financial statements provide details of the derivative financial instruments entered by the Company during fiscal 2015 with comparatives for fiscal 2014. # Depreciation and amortisation Depreciation and amortisation increased from ` 1,349.15 crores (1.65% of revenue) in fiscal 2014 to ` 1,798.69 crores (1.90% of revenue) in fiscal 2015. The increase was spread across all asset groups, mainly attributable to freehold buildings, computers, leasehold improvement and office equipment. # Exceptional item In fiscal 2015, there is a one-time credit item of ` 489.75 crores shown under the head 'Exceptional item'. This is the net impact of change in accounting policy for depreciation relating to both (1) change in the method of depreciation and (2) change in the useful life of fixed assets, necessitated due to implementation of the Companies Act, 2013. Depreciation is now provided on straight line basis on all assets as against the policy of providing on written down value basis on some assets and on straight line basis for others. The remaining useful life has also been revised wherever appropriate, based on an evaluation. # Profit before tax (PBT) In fiscal 2015, PBT excluding the one-time employee reward was ` 28,926.40 crores (` 25,401.86 crores in fiscal 2014). As a percentage of revenue, PBT decreased from 31.05% in fiscal 2014 to 30.56% in fiscal 2015. The decrease of 0.49% is mainly due to decrease in EBITDA of 2.11%, offset by increase in other income by 1.41%. In fiscal 2015, PBT as reported was ` 26,298.49 crores representing 27.79% of revenue. # Tax expense Tax expense before accounting of one-time employee reward increased to ` 6,800.03 crores in fiscal 2015 from ` 6,069.99 crores in fiscal 2014. As a percentage of revenue, it has reduced from 7.42% in fiscal 2014 to 7.18% in fiscal 2015. The effective tax rate has decreased from 23.90% in fiscal 2014 to 23.51% in fiscal 2015. In fiscal 2015, tax expense as reported was ` 6,238.79 crores (6.60% of revenue). The effective tax rate was 23.72%. # Minority interest Minority interest, before accounting of one-time employee reward, registered an increase from ` 168.00 crores in fiscal 2014 to ` 214.52 crores in fiscal 2015, primarily due to setting up of a subsidiary in Japan where TCS has a controlling interest of 51%. In fiscal 2015, the minority interest as reported after impact of one-time employee reward was ` 207.52 crores. # Profit after tax (PAT) The net profit in fiscal 2015, prior to adjustment of one-time employee reward, was ` 21,911.85 crores (23.15% of revenue) as compared to ` 19,163.87 crores in fiscal 2014 (23.43% of revenue). The decrease of 0.28% in terms of revenue is attributable to decrease in PBT 0.49%, partly offset by lower taxes of 0.24%. In fiscal 2015, the PAT as reported after impact of one-time employee reward was ` 19,852.18 crores (20.97% of revenue). # Annual Report 2014-15 # Segment result The Company considers industry to which the customer belongs as its primary segment and the geography in which the customer is located as its secondary segment. Revenue and expenses directly attributable to segments are reported under each reportable primary segment. |
End of preview. Expand
in Data Studio
No dataset card yet
- Downloads last month
- 46